Common use of No Other Representations or Warranties Clause in Contracts

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE.

No Other Representations or Warranties. Except as and to the extent set forth in this Agreement, the Seller makes no representations or warranties whatsoever to the Buyer and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (Aorally or in writing) EXCEPT FOR to the Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, employee, agent, consultant, or representative of the Seller or any of its Affiliates). WITHOUT LIMITING THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENT, NONE GENERALITY OF THE APL PARTIES FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4, THE SELLER IS MAKING NO REPRESENTATIONS OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWARRANTIES, EXPRESS OR IMPLIED, AT LAW OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE COMPANY ASSETS OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR THE OTHER TRANSACTION AGREEMENTS, INCLUDING ANY REPRESENTATIONIMPLIED WARRANTY AS TO TITLE, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON CONDITION (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATESENVIRONMENTAL CONDITION), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAINMERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTEDSELLER HEREBY EXPRESSLY DISCLAIMS), OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO ANY PROJECTIONS, ESTIMATES, OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE OPERATION BUYER RELATING TO FUTURE FINANCIAL RESERVES, FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURECOMPANY.

No Other Representations or Warranties. (A) EXCEPT FOR THE SELLER’S COVENANTS, REPRESENTATIONS AND WARRANTIES AS EXPRESSLY CONTAINED SET FORTH IN ARTICLE III OF THIS AGREEMENT, NONE AGREEMENT AND/OR IN ANY OF THE APL PARTIES OR ANY MEMBER DOCUMENTS TO BE EXECUTED AND DELIVERED BY SELLER AS OF THE APL GROUP NOR CLOSE OF ESCROW (COLLECTIVELY, “SELLER’S CLOSING DOCUMENTS”), BUYER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT SELLER HAS NOT MADE AND IS NOT NOW MAKING, AND SELLER SPECIFICALLY DISCLAIMS, ANY AND ALL, REPRESENTATIONS, WARRANTIES OR GUARANTIES OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES KIND OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONCHARACTER, EXPRESS OR IMPLIED, AT LAW ORAL OR IN EQUITYWRITTEN, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO (I) MATTERS OF TITLE, (II) ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY PORTION THEREOF (INCLUDING, WITHOUT LIMITATION, THE EXISTENCE OF MOLD, WATER DAMAGE, FUNGI, BACTERIA AND/OR OTHER BIOLOGICAL GROWTH OR BIOLOGICAL GROWTH FACTORS), (III) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES, (IV) WHETHER, AND TO THE EXTENT TO WHICH, THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING, (VII) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (VIII) THE AVAILABILITY OF UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWER, GAS, TELEPHONE AND ELECTRICITY, (IX) USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (XI) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTIONS, SUITABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, (XII) INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RESTRICTIONS, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (XIII) THE PRESENCE OF HAZARDOUS MATERIALS (AS DEFINED BELOW) IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY, (XIV) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS OR COVENANTS, INCLUDING WITHOUT LIMITATION RENT CONTROL AND AFFORDABLE HOUSING PROVISIONS, (XV) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (XVI) ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE PROPERTY OR ANY PORTION THEREOF, (XVII) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, (XVIII) THE STATUS OF THE CONVERSION OF THE PROPERTY TO CONDOMINIUM FORM OF OWNERSHIP, (XIX) THE EXISTENCE OR NONEXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, (XX) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (BUYER HEREBY AFFIRMING THAT BUYER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE, INCLUDING CONDOMINIUM OWNERSHIP), (XXI) TAX CONSEQUENCES (INCLUDING, BUT NOT LIMITED TO, THE AMOUNT, USE OR PROVISIONS RELATING TO ANY TAX CREDITS), OR (XXII) ANY OF THE OTHER MATTERS CONTEMPLATED TO BE INSPECTED OR INVESTIGATED BY IT, INCLUDING WITHOUT LIMITATION THOSE MATTERS THAT ARE DESCRIBED IN SECTION 8.5, BELOW.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE 3 (AS MODIFIED BY THE NBCU DISCLOSURE LETTER) AND IN THE OTHER TRANSACTION AGREEMENTS, NEITHER NBCU NOR ANY OTHER PERSON (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF GE CONTAINED IN ARTICLE III OF 4) MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT THE NBCU TRANSFERORS, THE NBCU ASSETS, THE NBCU ENTITIES, THE NBCU BUSINESSES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NONE OF THE APL PARTIES ASSUMED NBCU LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND NBCU AND GE DISCLAIM ANY MEMBER OF THE APL GROUP NOR OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY NBCU, GE OR THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW . EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN EQUITYTHE ANCILLARY AGREEMENTS, NBCU AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS GE HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP COMCAST, NEWCO OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP COMCAST OR ANY OTHER PERSON NEWCO BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP NBCU OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY . NBCU AND GE MAKE NO REPRESENTATIONS OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, WARRANTIES REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER NBCU BUSINESSES, THE DATE OF THIS AGREEMENT NBCU ENTITIES OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURETHE NBCU ASSETS.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS Article IV (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES), NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED (BY STATUTE OR OTHERWISE), REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE PURCHASED ASSETS, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NONE OF THE APL PARTIES ASSUMED LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, NOR ANY OTHER PERSONAND WITHOUT LIMITING THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH HEREIN (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES), HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER IT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH PARTY HERETO THAT PURCHASER TAKES THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW PURCHASED ASSETS “AS IS,” “WHERE IS” AND “WITH ALL KNOWN AND UNKNOWN FAULTS.” EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS Article IV (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES) OR IN EQUITYTHE ANCILLARY AGREEMENTS, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP PURCHASER OR ANY OF THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON PURCHASER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP SELLER OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY . SELLER MAKES NO REPRESENTATIONS OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT WARRANTIES TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, PURCHASER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER PURCHASED ASSETS OR THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREPRODUCT.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF 5 (AS MODIFIED BY THE COMCAST DISCLOSURE LETTER) AND IN THE OTHER TRANSACTION AGREEMENTS, NEITHER COMCAST NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO COMCAST OR THE OTHER COMCAST TRANSFERORS, THE COMCAST ASSETS, THE CONTRIBUTED COMCAST SUBSIDIARIES, THE CONTRIBUTED COMCAST BUSINESSES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NONE OF THE APL PARTIES ASSUMED COMCAST LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND COMCAST DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY COMCAST OR ITS AFFILIATES, OR ANY MEMBER OF THE APL GROUP NOR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW . EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN EQUITYTHE ANCILLARY AGREEMENTS, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY COMCAST HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP PARTIES HERETO, NEWCO OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON PARTIES HERETO BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP COMCAST OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY . COMCAST MAKES NO REPRESENTATIONS OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, WARRANTIES REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER CONTRIBUTED COMCAST BUSINESSES, THE DATE OF THIS AGREEMENT COMCAST ASSETS OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURETHE CONTRIBUTED COMCAST SUBSIDIARIES.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF THIS AGREEMENTV (WHICH INCLUDES THE PARENT DISCLOSURE SCHEDULES), NONE OF THE APL PARTIES PARENT, MERGER SUB OR ANY MEMBER OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ON BEHALF OF THE APL GROUP NOR ANY PARENT OR MERGER SUB. EACH OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE PARENT AND MERGER SUB HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY TO NOT EXPRESSLY CONTAINED IN THIS ARTICLE V, WHETHER BY PARENT, MERGER SUB, ANY MEMBER OF THE ATLAS GROUP OR ANY PARENT’S OTHER PERSONSUBSIDIARIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING PERSON. EACH OF PARENT AND MERGER SUB HEREBY DISCLAIMS ANY OPINIONSUCH OTHER REPRESENTATION OR WARRANTY, INFORMATIONWHETHER BY PARENT, PROJECTION MERGER SUB, ANY OF PARENT’S OTHER SUBSIDIARIES, OR ADVICE THAT MAY HAVE BEEN PROVIDED ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY MEMBER OF THE ATLAS GROUP COMPANY OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER DOCUMENTATION OR OTHER WRITTEN OR ORAL INFORMATION BY PARENT, MERGER SUB, ANY OF THE APL GROUP PARENT’S SUBSIDIARIES OR ANY OF ITS AFFILIATES)THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, IN ALL CASES IN RESPECT AND NONE OF APL SUB’S INTEREST IN LAUREL MOUNTAINPARENT, MERGER SUB OR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE LMM AGREEMENTCOMPANY, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY ANY COMPANY SUBSIDIARY OR HEREAFTER CONDUCTEDANY OTHER PERSON RESULTING FROM SUCH DELIVERY OR DISCLOSURE, OR THE COMPANY’S OR ANY COMPANY SUBSIDIARY’S USE, OF THE ASSETS LAUREL MOUNTAIN HAS OWNEDANY SUCH DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY INFORMATION, NOW OWNS DOCUMENTS, PROJECTIONS, FORECASTS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT OTHER MATERIAL MADE AVAILABLE TO THE OPERATION OF COMPANY, ANY COMPANY SUBSIDIARY OR THEIR RESPECTIVE REPRESENTATIVES IN CERTAIN “DATA ROOMS”, MANAGEMENT PRESENTATIONS OR OTHER WRITTEN MATERIALS PROVIDED TO THE BUSINESS OF LAUREL MOUNTAIN AFTER COMPANY, ANY COMPANY SUBSIDIARY OR THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION WITH THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURETRANSACTIONS).

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF THIS AGREEMENT2 AND IN THE OTHER TRANSACTION DOCUMENTS, NONE OF THE APL PARTIES NBCUNIVERSAL MAKES NO OTHER EXPRESS OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO NBCUNIVERSAL OR THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, AND NBCUNIVERSAL DISCLAIMS ANY MEMBER OF THE ATLAS GROUP OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY NBCUNIVERSAL OR ITS AFFILIATES, OR ANY OTHER PERSONOF ITS OR THEIR OFFICERS, EXPRESS DIRECTORS, EMPLOYEES, AGENTS OR IMPLIED, AT LAW REPRESENTATIVES. EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN EQUITYTHE OTHER TRANSACTION DOCUMENTS, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY NBCUNIVERSAL HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP GE, HOLDCO OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON PARTIES HERETO BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP NBCUNIVERSAL OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY . NBCUNIVERSAL MAKES NO REPRESENTATIONS OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, WARRANTIES REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS NBCUNIVERSAL OR ANY OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREITS SUBSIDIARIES.

No Other Representations or Warranties. (A) EXCEPT FOR AS AND TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED EXTENT SET FORTH IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES SELLER MAKES NO REPRESENTATIONS OR ANY MEMBER OF WARRANTIES WHATSOEVER TO THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, BUYER AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP BUYER PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER BUYER PARTY BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE ATLAS GROUP SELLER OR ANY OTHER PERSON BY AFFILIATE THEREOF). THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, BUYER PARTY REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY IS MADE BY SELLER TO THE BUYER AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OF ANY ASSETS OF THE BUSINESS OR THE SUBJECT ENTITIES, AND THE SELLER IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE ANY KIND WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSANY PROJECTIONS, OPERATIONS ESTIMATES, BUDGETS OR FINANCIAL CONDITION PAST, PRESENT FORECASTS HERETOFORE DELIVERED OR FUTUREMADE AVAILABLE TO BUYER RELATING TO THE BUSINESS OR THE SUBJECT ENTITIES.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED SET FORTH IN ARTICLE III OF THIS AGREEMENTSECTION 3 AND SECTION 4 AND THE SELLER COMPLIANCE CERTIFICATE, NONE OF THE APL PARTIES COMPANY, THE SELLER OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR OTHER PERSON MAKES ANY OTHER PERSON, HAS MADE, MAKES EXPRESS OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY TO ANY MEMBER ON BEHALF OF THE ATLAS GROUP COMPANY OR ANY OTHER PERSONTHE SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SET FORTH IN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 3 AND SECTION 4 AND THE SELLER COMPLIANCE CERTIFICATE, THE SELLER AND THE COMPANY MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW REGARDING THE ASSETS, PROPERTIES, BUSINESS OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER BUSINESS PROSPECTS OF THE APL GROUPCOMPANY, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. SUBJECT TO THE REPRESENTATIONS AND EACH OF THEIR RESPECTIVE AFFILIATES BY WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY SECTION 3 AND RESPONSIBILITY FOR ANY REPRESENTATIONSECTION 4 AND THE SELLER COMPLIANCE CERTIFICATE, WARRANTYTHE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT THE BUYER IS PURCHASING THE SHARES AND ACQUIRING THE COMPANY ON AN “AS-IS, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR WHERE-IS” BASIS, IN WRITING) TO ANY MEMBER RELIANCE ON ONLY THOSE REPRESENTATIONS AND WARRANTIES OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF COMPANY AND THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF SELLER EXPRESSLY SET FORTH IN THIS SECTION 3 AND SECTION 4 AND THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURESELLER COMPLIANCE CERTIFICATE.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF THIS AGREEMENT(AS QUALIFIED BY THE RESPECTIVE SCHEDULES HERETO) AND IN THE ANCILLARY AGREEMENTS, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NEITHER SELLER NOR ANY OTHER PERSON, HAS MADE, PERSON MAKES ANY OTHER EXPRESS OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY WARRANTY, INCLUDING WITH RESPECT TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONPROJECTION, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTYFORECAST, STATEMENT OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP BUYER OR ANY OF THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP SELLER OR ANY OF ITS AFFILIATES), IN ALL CASES IN ) WITH RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAINTO SELLER, THE LMM AGREEMENT, THE FORMATION AGREEMENTPURCHASED ASSETS, THE BUSINESS OF LAUREL MOUNTAIN AS NOWOR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, PREVIOUSLY THE ASSUMED LIABILITIES AND ANY OTHER RIGHTS OR HEREAFTER CONDUCTEDOBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNEDITS AFFILIATES, NOW OWNS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREREPRESENTATIVES.

No Other Representations or Warranties. (Aa) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING IN THIS ARTICLE 8, TRANSFEREE SPECIFICALLY ACKNOWLEDGES AND AGREES THAT (i) EXCEPT FOR AS SET FORTH HEREIN OR IN ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO, THE REPRESENTATIONS PROPERTIES ARE “AS IS, WHERE IS AND WARRANTIES WITH ALL FAULTS” AND (ii) EXCEPT AS EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENTSET FORTH HEREIN AND ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO, AS APPLICABLE, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR TRANSFEREE, ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP ITS AFFILIATES OR ANY OTHER PERSONPERSON IS RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AT LAW STATUTORY OR IN EQUITYOTHERWISE, AND EACH APL PARTYFROM TRANSFEROR OR ANY DIRECT OR INDIRECT PARTNER, EACH OTHER MEMBER OFFICER, DIRECTOR, TRUSTEE, MEMBER, EMPLOYEE, AFFILIATE, ATTORNEY, AGENT OR BROKER OF THE APL GROUPTRANSFEROR, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) AS TO ANY MEMBER OF MATTER CONCERNING THE ATLAS GROUP PROPERTIES OR SET FORTH, CONTAINED OR ADDRESSED IN ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON DUE DILIGENCE MATERIALS (INCLUDING ANY OPINIONINCLUDING, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATESCOMPLETENESS THEREOF), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAININCLUDING (A) the quality, THE LMM AGREEMENTnature, THE FORMATION AGREEMENThabitability, THE BUSINESS OF LAUREL MOUNTAIN AS NOWmerchantability, PREVIOUSLY OR HEREAFTER CONDUCTEDuse, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNEDoperation, NOW OWNS OR MAY IN THE FUTURE OWNvalue, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENTmarketability, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSadequacy or physical condition of the Properties or any aspect or portion thereof, OPERATIONS OR FINANCIAL CONDITION PASTincluding, PRESENT OR FUTUREstructural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, water and utility systems, facilities and appliances, soils, geology and groundwater; (B) the dimensions or lot size of the Properties or the square footage of any of the improvements thereon or of any tenant space therein; (C) the development or income potential, or rights of or relating to, the Properties, or the fitness, suitability, value or adequacy of a Property for any particular purpose; (D) the zoning or other legal status of any Property; (E) the compliance of any Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental authority or of any other person or entity (including, the Americans with Disabilities Act of 1990, as amended); (F) the ability of Transferee or any of its affiliates to obtain any necessary governmental approvals, licenses or permits for the use or development of any Property; (G) the presence, absence, condition or compliance of any hazardous substances or waste on, in, under, above or about any Property or any adjoining or neighboring property; (H) the quality of any labor and materials used in any improvements at any Property; or (I) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of, any Property. Without limiting the generality of the foregoing, Transferee expressly acknowledges and agrees that, except as set forth herein or in any other document delivered pursuant hereto, it is not relying on any representation or warranty of Transferor or any direct or indirect partner, member, director, trustee, officer, employee, affiliate, attorney, agent or broker of Transferor, whether implied, presumed or expressly provided, arising by virtue of any statute, regulation or common law right or remedy in favor of any of them.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULES), IN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF THIS AGREEMENTSELLER PURSUANT HERETO AND IN THE ANCILLARY AGREEMENTS, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NEITHER SELLER NOR ANY OTHER PERSON, HAS MADE, PERSON MAKES ANY OTHER EXPRESS OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENTSELLER, THE PROBABLE SUCCESS OR PROFITABILITY OF THE ACQUIRED STORES, THE PURCHASED ASSETS, THE ACQUIRED STORES OR THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENTS, THE ASSUMED LIABILITIES OR ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR INFORMATION, WHETHER MADE BY SELLER OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE BUYER’S BUSINESS OR ANY AGREEMENTS OR OTHER RELATIONSHIPS BETWEEN SELLER AND ITS AFFILIATES AND THE BUYER AND ITS AFFILIATES, OTHER THAN WITH RESPECT TO THE ANCILLARY AGREEMENTS. NEITHER SELLER NOR ANY OF LAUREL MOUNTAIN AFTER ITS AFFILIATES WILL HAVE LIABILITY TO BUYER OR ANY OTHER PERSON RESULTING FROM THE DATE DISTRIBUTION TO BUYER, OR BUYER’S USE OF ANY INFORMATION PROVIDED TO BUYER OR ANY OF ITS REPRESENTATIVES BY SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO BUYER OR ITS REPRESENTATIVES IN ANY “DATA ROOMS” (VIRTUAL OR OTHERWISE), MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY, OR IN RESPECT OF ANY OTHER MATTER OR THING WHATSOEVER (ELECTRONIC OR OTHERWISE) OR OTHERWISE IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIVE OR AFFILIATE OF SELLER HAS ANY AUTHORITY, EXPRESS OR IMPLIED, TO MAKE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT OR OTHERWISE WITH RESPECT IN ANY OTHER TRANSACTION AGREEMENT AND SUBJECT TO LAUREL MOUNTAIN’S BUSINESSTHE LIMITED REMEDIES HEREIN PROVIDED. OTHER THAN THE SPECIFIC REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, OPERATIONS IN ANY CERTIFICATE DELIVERED BY OR FINANCIAL CONDITION PASTON BEHALF OF SELLER PURSUANT HERETO OR IN THE ANCILLARY AGREEMENTS, PRESENT BUYER SPECIFICALLY DISCLAIMS THAT IT IS RELYING UPON OR FUTUREHAS RELIED UPON ANY OTHER REPRESENTATIONS OR WARRANTIES THAT MAY HAVE BEEN MADE BY ANY PERSON, AND ACKNOWLEDGES AND AGREES THAT SELLER AND ITS AFFILIATES HAVE SPECIFICALLY DISCLAIMED AND DO HEREBY SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATION OR WARRANTY MADE BY ANY PERSON. BUYER SPECIFICALLY DISCLAIMS ANY OBLIGATION OR DUTY BY SELLER OR ANY OF ITS AFFILIATES TO MAKE ANY DISCLOSURES OF FACT NOT REQUIRED TO BE DISCLOSED PURSUANT TO THE SPECIFIC REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, IN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF SELLER PURSUANT HERETO OR IN THE ANCILLARY AGREEMENTS.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF THIS AGREEMENT(AS MODIFIED BY THE DISCLOSURE SCHEDULES) AND IN THE ANCILLARY AGREEMENTS, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NEITHER SELLER NOR ANY OTHER PERSON, HAS MADE, PERSON MAKES ANY OTHER EXPRESS OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENTSELLER, ITS AFFILIATES, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS, THE PURCHASED ASSETS, THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENTS, THE ASSUMED LIABILITIES OR ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, OR THE ACCURACY OR COMPLETENESS OF LAUREL MOUNTAIN AFTER ANY INFORMATION REGARDING ANY OF THE DATE FOREGOING FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS AFFILIATES AND REPRESENTATIVES (INCLUDING ANY MANAGEMENT PRESENTATIONS, WRITTEN OR VERBAL ANSWERS TO ANY QUESTIONS AND ANY INFORMATION, DOCUMENTS OR MATERIAL DELIVERED OR MADE AVAILABLE IN ANY DATA ROOM (VIRTUAL OR OTHERWISE) IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AGREEMENT), AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR OTHERWISE INFORMATION, WHETHER MADE BY SELLER OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO LAUREL MOUNTAINPURCHASER’S BUSINESS, OPERATIONS BUSINESS OR FINANCIAL CONDITION PAST, PRESENT ANY AGREEMENTS OR FUTUREOTHER RELATIONSHIPS BETWEEN SELLER AND ITS AFFILIATES AND PURCHASER AND ITS AFFILIATES.

No Other Representations or Warranties. (A) EXCEPT FOR AS AND TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED EXTENT SET FORTH IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITYFIRST AMENDMENT AND APPENDIX A THERETO, AND EACH APL PARTYANY AND ALL OTHER AGREEMENTS, EACH OTHER MEMBER OF THE APL GROUPDISCLOSURE LETTER, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS CERTIFICATES, THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER TO THE SUBSCRIBER AND HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP SUBSCRIBER OR ANY OF THEIR RESPECTIVE ITS REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN (OR MAY BE IN CONNECTION WITH THIS AGREEMENT) PROVIDED TO SUBSCRIBER BY ANY MEMBER DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE ATLAS GROUP PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF AFFILIATE THEREOF). THE APL GROUP PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY MAKE NO REPRESENTATIONS OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT WARRANTIES TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, SUBSCRIBER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS PARTNERSHIP. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY IS MADE BY THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY TO THE SUBSCRIBER AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OF LAUREL MOUNTAIN AFTER ANY ASSETS OF THE DATE PARTNERSHIP, AND THE PARTNERSHIP AND GENERAL PARTNER ARE NOT MAKING ANY REPRESENTATIONS OR WARRANTIES OF THIS AGREEMENT OR OTHERWISE ANY KIND WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS ANY PROJECTIONS OR FINANCIAL CONDITION PAST, PRESENT FORECASTS HERETOFORE DELIVERED OR FUTUREMADE AVAILABLE TO SUBSCRIBER RELATING TO THE PARTNERSHIP.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III II, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND SELLER HEREBY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF THIS AGREEMENTMERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE), NONE OF WHETHER BY SELLER, THE APL PARTIES OTHER ROCKWOOD SELLERS, THE TRANSFERRED COMPANIES, THEIR AFFILIATES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESOFFICERS, NOR ANY OTHER PERSONDIRECTORS, HAS MADEEMPLOYEES, MAKES AGENTS OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP REPRESENTATIVES OR ANY OTHER PERSON, EXPRESS WITH RESPECT TO THE TRANSFERRED COMPANIES, THE BUSINESS OR IMPLIEDTHE SHARES, AT LAW NOTWITHSTANDING THE DELIVERY OR IN EQUITYDISCLOSURE TO BUYER, AND EACH APL PARTY, EACH OTHER MEMBER ANY AFFILIATE OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP BUYER OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY OPINIONPROJECTIONS OR DUE DILIGENCE REPORTS) BY SELLER, INFORMATIONTHE OTHER ROCKWOOD SELLERS, PROJECTION THE TRANSFERRED COMPANIES OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION ANY ONE OR MORE OF THE BUSINESS OF LAUREL MOUNTAIN AFTER FOREGOING. BUYER ACKNOWLEDGES THAT IN ENTERING INTO THIS AGREEMENT AND THE DATE OF TRANSACTIONS CONTEMPLATED HEREBY IT IS NOT RELYING ON ANY INFORMATION OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE.

No Other Representations or Warranties. Except for representations and warranties expressly contained in this Agreement (Aas qualified and supplemented by the Seller’s Disclosure Schedules) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENTand the Ancillary Agreements (including any certificates or other instruments delivered in connection with this Agreement and the Ancillary Agreements), NONE none of the Seller Parties or any other Person makes any other express or implied representation or warranty on behalf of any of the Seller Parties relating to any of the Seller Parties or the Principal Shareholders. EACH OF THE APL BUYER PARTIES ACKNOWLEDGES AND AGREES THAT, EXCEPT IN THE CASE OF FRAUD, THE SELLER PARTIES AND THEIR AFFILIATES WILL NOT HAVE OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY SUBJECT TO ANY MEMBER OF LIABILITY OR INDEMNIFICATION OBLIGATION TO THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP BUYER PARTIES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES AFFILIATES OR ANY OTHER PERSON RESULTING FROM THE MAKING AVAILABLE OR FAILING TO MAKE AVAILABLE TO THE BUYER PARTIES OR ANY OF THEIR AFFILIATES, OR ANY USE BY THE BUYER PARTIES OR ANY OF THEIR AFFILIATES OF, ANY INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO THE BUYER PARTIES OR ANY OF THEIR AFFILIATES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT TO THE EXTENT ANY SUCH INFORMATION IS EXPRESSLY INCLUDED IN A REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT (AS QUALIFIED AND SUPPLEMENTED BY THE SELLER’S DISCLOSURE SCHEDULES) OR ANY ANCILLARY AGREEMENT (INCLUDING ANY OPINION, INFORMATION, PROJECTION CERTIFICATES OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), INSTRUMENTS DELIVERED IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING CONNECTION WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREAND THE ANCILLARY AGREEMENTS).

No Other Representations or Warranties. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT IS THE EXPLICIT INTENT OF THE PARTIES HERETO THAT SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (A) EXCEPT FOR INCLUDING ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE REPRESENTATIONS AND WARRANTIES VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSETS OF THE COMPANY), BEYOND THOSE EXPRESSLY CONTAINED GIVEN IN ARTICLE III OF THIS AGREEMENT AND, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE III OF THIS AGREEMENT AND SUBJECT TO THE TERMS AND CONDITIONS OF ARTICLE IX OF THIS AGREEMENT, NONE IT IS UNDERSTOOD THAT BUYER TAKES THE EQUITY AND THE OWNERSHIP IN THE COMPANY, THE ROLLING MILL ASSETS, THE ASSUMED LIABILITIES, AND THE ROLLING MILL BUSINESS REPRESENTED THEREBY AS IS AND WHERE IS WITH ALL FAULTS AS OF THE APL PARTIES EFFECTIVE TIME AND WITH ANY AND ALL DEFECTS. IT IS UNDERSTOOD THAT ANY ESTIMATES, FORECASTS, PROJECTIONS OR OTHER PREDICTIONS AND ANY OTHER INFORMATION OR MATERIALS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED OR MADE AVAILABLE TO BUYER OR ANY MEMBER OF ITS AFFILIATES OR ITS OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING THE CONFIDENTIAL INFORMATION PRESENTATION DATED JULY 2020, ANY MATERIALS UPLOADED TO ANY ELECTRONIC DATA ROOM IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ANY DUE DILIGENCE REPORT FROM ANY THIRD PARTY OR ANY PRESENTATION BY SELLER OR MANAGEMENT OF THE APL GROUP NOR ROLLING MILL BUSINESS OR OTHERWISE) ARE NOT, AND SHALL NOT BE DEEMED TO BE, REPRESENTATIONS AND WARRANTIES OF SELLER OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE.

No Other Representations or Warranties. THE PURCHASED ASSETS SOLD PURSUANT TO THIS AGREEMENT ARE SOLD, CONVEYED, TRANSFERRED, AND ASSIGNED ON AN “AS IS, WHERE IS” BASIS “WITH ALL FAULTS”, NOTWITHSTANDING ANYTHING SET FORTH HEREIN (AOTHER THAN AS EXPRESSLY SET FORTH IN THIS ARTICLE III, AS QUALIFIED BY THE SELLERS DISCLOSURE SCHEDULE AND THE PARENT SEC DISCLOSURES AND BANKRUPTCY COURT FILINGS) OR IN ANY ANCILLARY DOCUMENT (INCLUDING ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT) TO THE CONTRARY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED SET FORTH IN THIS ARTICLE III OF (AS QUALIFIED BY THE SELLERS DISCLOSURE SCHEDULE AND THE PARENT SEC DISCLOSURES AND BANKRUPTCY COURT FILINGS) OR IN ANY ANCILLARY DOCUMENT (INCLUDING ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT), NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR SELLERS, ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP AFFILIATES OR ANY OTHER PERSONPERSON ON BEHALF OF SELLERS OR THEIR AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE ALSO HEREBY EXPRESSLY DISCLAIMED), TERMS, CONDITIONS, UNDERSTANDINGS OR COLLATERAL ASSIGNMENTS OF ANY NATURE OR KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT STATUTE OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S (A) THE PURCHASED ASSETS, THE ACQUIRED BUSINESS, OPERATIONS SELLERS, OR FINANCIAL THEIR RESPECTIVE BUSINESSES, OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED, OR MADE AVAILABLE, TO BUYER OR ITS AFFILIATES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNTANTS, CONSULTANTS, LEGAL COUNSEL, INVESTMENT BANKERS, ADVISORS, REPRESENTATIVES OR AUTHORIZED AGENTS (COLLECTIVELY, “REPRESENTATIVES”) IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE ACCURACY OR COMPLETENESS THEREOF OR (B) THE CONDITION PASTOF ANY REAL PROPERTY OWNED, PRESENT LEASED OR FUTUREUSED IN THE ACQUIRED BUSINESS OR WITH REGARD TO THE USE, EXISTENCE OR RELEASE OF ANY REGULATED SUBSTANCES AT, ON, UNDER OR AROUND ANY REAL PROPERTY OWNED, LEASED OR USED IN THE ACQUIRED BUSINESS. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION SHALL LIMIT OR OTHERWISE IMPAIR IN ANY MANNER BUYER’S RIGHT TO MAKE A CLAIM FOR ACTUAL FRAUD.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV, NEITHER THE SELLER, THE RETAINED SUBSIDIARIES NOR ANY OF THE ACQUIRED ENTITIES NOR ANY OTHER PERSON MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ENTITIES, ACQUIRED BUSINESS, OR THE BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE ACQUIRED BUSINESS. BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY CONTAINED PROVIDED IN ARTICLE III OF THIS AGREEMENT, NONE (I) SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND (II) BUYER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF ACTION AGAINST SELLER, ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVESREPRESENTATIVES IN CONNECTION WITH, NOR THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER PERSONMATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO BUYER AND ITS RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF SELLER. WITHOUT LIMITING THE FOREGOING, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY MEMBER FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE ATLAS GROUP ACQUIRED BUSINESS OR ANY OTHER PERSONSUBSET THEREOF. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF SELLER TO BUYER OR ITS REPRESENTATIVES, EXPRESS OR IMPLIEDBUYER ACKNOWLEDGES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, AT LAW OR IN EQUITY(II) BUYER IS FAMILIAR WITH SUCH UNCERTAINTIES, AND EACH APL PARTY, EACH OTHER MEMBER (III) BUYER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE APL GROUPADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (IV) BUYER SHALL HAVE NO CLAIM AGAINST SELLER, AND EACH OF THE RETAINED SUBSIDIARIES, ANY ACQUIRED ENTITY OR THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURETHERETO.

No Other Representations or Warranties. (A) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF VI (AS MODIFIED BY THE BUYER DISCLOSURE SCHEDULE) AND THE LIMITED GUARANTEE, NEITHER BUYER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR ANY OTHER INFORMATION PROVIDED TO SELLER UNDER THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR AND BUYER DISCLAIMS ANY OTHER PERSONREPRESENTATIONS, HAS MADEWARRANTIES, MAKES FORECASTS, PROJECTIONS, STATEMENTS OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON WHETHER MADE BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP BUYER OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAINOFFICERS, THE LMM AGREEMENTDIRECTORS, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTEDEMPLOYEES, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNEDREPRESENTATIVES, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF . NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NOTHING IN THIS AGREEMENT SHALL PREVENT OR OTHERWISE LIMIT AN ACTION BASED UPON, OR RELIEVE ANY PERSON FROM LIABILITY FOR, FRAUD WITH RESPECT SPECIFIC INTENT TO LAUREL MOUNTAIN’S BUSINESSDECEIVE OR MISLEAD A PARTY OR ITS AFFILIATES REGARDING THE REPRESENTATIONS, OPERATIONS OR FINANCIAL CONDITION PASTWARRANTIES, PRESENT OR FUTUREAND OTHER AGREEMENTS MADE IN THIS AGREEMENT.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF OR IN THE OTHER ANCILLARY AGREEMENTS (OR ANY CERTIFICATES DELIVERED BY SELLER TO BUYER IN ACCORDANCE WITH THIS AGREEMENT), BUYER ACKNOWLEDGES AND AGREES THAT NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES SELLER OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR MAKES ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP EXPRESS, IMPLIED OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY STATUTORY REPRESENTATION OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WARRANTY WITH RESPECT TO THE OPERATION PRODUCTS, THE ASSETS, THE ASSUMED LIABILITIES OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NON INFRINGEMENT, INCLUDING AS TO (A) THE PHYSICAL CONDITION OR USEFULNESS FOR A PARTICULAR PURPOSE OF THE BUSINESS REAL OR TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS, (B) THE USE OF LAUREL MOUNTAIN THE ASSETS BY BUYER AFTER THE DATE OF THIS AGREEMENTCLOSING, IN ANY MANNER OTHER THAN AS USED BY SELLER, OR (C) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OWNERSHIP, USE OR OPERATION OF LAUREL MOUNTAIN THE ASSETS BY BUYER AFTER THE DATE CLOSING, AND SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (INCLUDING THE DISCLOSURE SCHEDULES) OR IN THE OTHER ANCILLARY AGREEMENTS (OR ANY CERTIFICATE DELIVERED BY SELLER TO BUYER IN ACCORDANCE WITH THIS AGREEMENT), ALL ASSETS ARE CONVEYED ON AN “AS IS” AND “WHERE IS” BASIS. EXCEPT FOR LIABILITIES IN RESPECT OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (INCLUDING THE DISCLOSURE SCHEDULES) OR IN THE OTHER ANCILLARY AGREEMENTS (OR ANY CERTIFICATES DELIVERED BY SELLER TO BUYER IN ACCORDANCE WITH THIS AGREEMENT), NEITHER SELLER NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER OR ANY OTHER PERSON FOR ANY INFORMATION PROVIDED TO BUYER OR ITS REPRESENTATIVES RELATING TO THE PRODUCTS, THE ASSETS, THE ASSUMED LIABILITIES OR OTHERWISE IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ANY INFORMATION, DOCUMENT, OR MATERIAL MADE AVAILABLE TO BUYER OR ITS COUNSEL OR OTHER REPRESENTATIVES IN BUYER’S DUE DILIGENCE REVIEW, INCLUDING IN CERTAIN “DATA ROOMS” (ELECTRONIC OR OTHERWISE) OR MANAGEMENT PRESENTATIONS. THE REPRESENTATIONS, WARRANTIES, COVENANTS AND OBLIGATIONS OF BUYER, AND THE RIGHTS AND REMEDIES THAT MAY BE EXERCISED BY BUYER SHALL NOT BE LIMITED OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSAFFECTED BY OR AS A RESULT OF ANY INFORMATION FURNISHED TO, OPERATIONS OR FINANCIAL CONDITION PASTANY INVESTIGATION MADE BY OR KNOWLEDGE OF, PRESENT BUYER OR FUTUREANY OF ITS REPRESENTATIVES.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY CONTAINED SET FORTH IN ARTICLE III OF THIS AGREEMENT, NONE THE ASSETS ARE BEING PURCHASED AND TRANSFERRED TO BUYER “AS-IS”, “WHERE-IS” AND “WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION, AND SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONKIND, EXPRESS OR IMPLIEDIMPLIED (INCLUDING, AT LAW WITHOUT LIMITATION, ANY REPRESENTATIONS OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF WARRANTIES AS TO MERCHANTABILITY OR THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT QUALITY OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY FITNESS OF THE ASSETS LAUREL MOUNTAIN HAS OWNEDFOR THEIR INTENDED PURPOSES OR ANY PARTICULAR PURPOSE) WITH RESPECT TO SELLER, NOW OWNS THE BUSINESS, THE ASSETS, THE RESULTS OF OPERATIONS OR MAY FINANCIAL CONDITION OF THE BUSINESS, AND/OR THE ASSETS OR THE ASSUMED LIABILITIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO (a) ANY PROJECTIONS, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO BUYER OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE BUSINESS, (b) EXCEPT AS EXPRESSLY SET FORTH IN THE FUTURE OWNTHIS AGREEMENT, INCLUDING ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE OPERATION OF BUSINESS, THE BUSINESS OF LAUREL MOUNTAIN AFTER ASSETS, THE DATE OF ASSUMED LIABILITIES OR THE CONTRACTS AND AGREEMENTS TO BE TRANSFERRED AND ASSUMED BY THE BUYER HEREUNDER, OR (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY CONDITION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE ASSETS, INCLUDING WITHOUT LIMITATION, COMPLIANCE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREANY LAWS.

No Other Representations or Warranties. (A) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED MADE BY THE COMPANY IN THIS ARTICLE III OF AND ANY OTHER REPRESENTATION SET FORTH BY ANY GROUP COMPANY IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED ON OR AFTER THE DATE HEREOF IN CONNECTION WITH THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS, NONE OF THE APL PARTIES NO GROUP COMPANY OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, AFFILIATE THEREOF NOR ANY OTHER PERSON, HAS MADE, PERSON MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY MEMBER OF THE ATLAS GROUP COMPANIES OR ANY OTHER PERSON, EXPRESS PERSON OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONBUSINESSES, WARRANTYOPERATIONS, STATEMENT ASSETS, LIABILITIES, CONDITION (FINANCIAL OR INFORMATION MADE OTHERWISE) OR COMMUNICATED (ORALLY PROSPECTS, NOTWITHSTANDING THE DELIVERY OR IN WRITING) DISCLOSURE TO ANY MEMBER OF THE ATLAS GROUP PARENT, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP DOCUMENTATION, FORECASTS, PROJECTIONS OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING OTHER INFORMATION WITH RESPECT TO THE OPERATION ANY ONE OR MORE OF THE BUSINESS OF LAUREL MOUNTAIN FOREGOING. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS ARTICLE III AND ANY OTHER REPRESENTATION SET FORTH BY ANY GROUP COMPANY IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED ON OR AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF HEREOF IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSTHE TRANSACTIONS, OPERATIONS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR FINANCIAL CONDITION PASTIMPLIED, PRESENT OR FUTUREARE EXPRESSLY DISCLAIMED BY THE COMPANY.

No Other Representations or Warranties. ITC (A) EXCEPT FOR THE REPRESENTATIONS ON BEHALF OF ITSELF AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL ITC GROUP) UNDERSTANDS AND AGREES THAT, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXCEPT AS EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR SET FORTH IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OTHER TRANSACTION AGREEMENTS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR OTHERWISE THE OTHER TRANSACTION AGREEMENTS (OR ANY SCHEDULES OR EXHIBITS HERETO OR THERETO), NO PARTY TO THIS AGREEMENT, ANY OTHER TRANSACTION AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED, OR ASSUMED, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSANY ACTION OR OTHER ASSET, OPERATIONS INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR FINANCIAL CONDITION PASTAS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, PRESENT DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR FUTUREINSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Agreement (Aas qualified and supplemented by the Seller’s Disclosure Schedules) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENTand the Ancillary Agreements (including any certificates or other instruments delivered in connection with this Agreement and the Ancillary Agreements), NONE none of the Seller Parties nor any other Person makes any other express or implied representation or warranty on behalf of any of the Seller Parties relating to the Transferred Entities or the PCB Business. EACH OF THE APL BUYER PARTIES ACKNOWLEDGES AND AGREES THAT, EXCEPT IN THE CASE OF FRAUD, THE SELLER PARTIES AND THEIR AFFILIATES WILL NOT HAVE OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY SUBJECT TO ANY MEMBER OF LIABILITY OR INDEMNIFICATION OBLIGATION TO THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP BUYER PARTIES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES AFFILIATES OR ANY OTHER PERSON RESULTING FROM THE MAKING AVAILABLE OR FAILING TO MAKE AVAILABLE TO THE BUYER PARTIES OR ANY OF THEIR AFFILIATES, OR ANY USE BY THE BUYER PARTIES OR ANY OF THEIR AFFILIATES OF, ANY INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO THE BUYER PARTIES OR ANY OF THEIR AFFILIATES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT TO THE EXTENT ANY SUCH INFORMATION IS EXPRESSLY INCLUDED IN A REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT (AS QUALIFIED OR SUPPLEMENTED BY THE SELLER’S DISCLOSURE SCHEDULES) OR ANY ANCILLARY AGREEMENT (INCLUDING ANY OPINION, INFORMATION, PROJECTION CERTIFICATES OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), INSTRUMENTS DELIVERED IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING CONNECTION WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREAND THE ANCILLARY AGREEMENTS).

No Other Representations or Warranties. Except for representations and warranties expressly contained in this Agreement (Aas qualified or supplemented by the Buyer’s Disclosure Schedules) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENTand the Ancillary Agreements (including any certificates or other instruments delivered in connection with this Agreement and the Ancillary Agreements), NONE none of the Buyer Parties or any other Person makes any other express or implied representation or warranty on behalf of any of the Buyer Parties relating to any of Buyer Ultimate Parent or any of its Controlled Affiliates. EACH OF THE APL SELLER PARTIES ACKNOWLEDGES AND AGREES THAT, EXCEPT IN THE CASE OF FRAUD, THE BUYER PARTIES AND THEIR AFFILIATES WILL NOT HAVE OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY SUBJECT TO ANY MEMBER OF LIABILITY OR INDEMNIFICATION OBLIGATION TO THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP SELLER PARTIES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES AFFILIATES OR ANY OTHER PERSON RESULTING FROM THE MAKING AVAILABLE OR FAILING TO MAKE AVAILABLE TO THE SELLER PARTIES OR ANY OF THEIR AFFILIATES, OR ANY USE BY THE SELLER PARTIES OR ANY OF THEIR AFFILIATES OF, ANY INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO THE SELLER PARTIES OR ANY OF THEIR AFFILIATES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT TO THE EXTENT ANY SUCH INFORMATION IS EXPRESSLY INCLUDED IN A REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT (AS QUALIFIED OR SUPPLEMENTED BY THE BUYER’S DISCLOSURE SCHEDULES) OR ANY ANCILLARY AGREEMENT (INCLUDING ANY OPINION, INFORMATION, PROJECTION CERTIFICATES OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), INSTRUMENTS DELIVERED IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING CONNECTION WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREAND THE ANCILLARY AGREEMENTS).

No Other Representations or Warranties. (Aa) THE COMPANY ACKNOWLEDGES AND AGREES THAT (i) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED AS SET FORTH IN ARTICLE III OF THIS AGREEMENTII, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NEITHER BREITLING NOR ANY OTHER PERSON, HAS MADE, PERSON MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES EQUITY IN RESPECT OF APL SUB’S INTEREST BREITLING, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND (ii) THE COMPANY SHALL ONLY BE ENTITLED TO RELY UPON THE REPRESENTATIONS AND WARRANTIES THAT ARE CONTAINED IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE ARTICLE II OF THIS AGREEMENT. IN CONNECTION WITH THE COMPANY’S INVESTIGATION OF BREITLING AND ITS BUSINESSES AND OPERATIONS, THE PROBABLE SUCCESS COMPANY AND ITS REPRESENTATIVES HAVE RECEIVED FROM BREITLING OR PROFITABILITY ITS REPRESENTATIVES CERTAIN PROJECTIONS AND OTHER FORECASTS FOR BREITLING AND CERTAIN ESTIMATES, PLANS AND BUDGET INFORMATION. THE COMPANY ACKNOWLEDGES AND AGREES THAT THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS, FORECASTS, ESTIMATES, PLANS AND BUDGETS; THAT THE COMPANY IS FULLY RESPONSIBLE FOR MAKING ITS OWN EVALUATION OF BREITLING INCLUDING AS TO THE BUSINESS ADEQUACY AND ACCURACY OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT ALL ESTIMATES, PROJECTIONS, FORECASTS, PLANS AND BUDGETS SO FURNISHED TO THEM OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSTHEIR REPRESENTATIVES, OPERATIONS AND THAT BREITLING DOES NOT MAKE ANY REPRESENTATIONS OR FINANCIAL CONDITION PASTWARRANTIES REGARDING SUCH ESTIMATES, PRESENT OR FUTUREPROJECTIONS, FORECASTS, PLANS AND BUDGETS.

No Other Representations or Warranties. (A) THE PARTIES HERETO AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III THIS AGREEMENT AND IN THE LEASE AGREEMENTS, PARENT MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND PARENT HEREBY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING ANY WARRANTY OF THIS AGREEMENTMERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE), NONE OF WHETHER BY PARENT, THE APL PARTIES OTHER SELLERS, THE TRANSFERRED COMPANIES, THE NON-CONTROLLED COMPANIES, THEIR AFFILIATES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESDIRECTORS, NOR ANY OTHER PERSONOFFICERS, HAS MADEEMPLOYEES, MAKES AGENTS OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP REPRESENTATIVES OR ANY OTHER PERSON, EXPRESS OR IMPLIEDWITH RESPECT TO THE TRANSFERRED COMPANIES, AT LAW OR IN EQUITYTHE NON-CONTROLLED COMPANIES, AND EACH APL PARTYTHE BUSINESS, EACH OTHER MEMBER THE SHARES, THE MINORITY INTERESTS, THE BUSINESS ASSETS, THE LIABILITIES OF THE APL GROUP, BUSINESS OR THE EXECUTION AND EACH DELIVERY OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR OR THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR ANY REPRESENTATIONOTHER MATTER WHATSOEVER, WARRANTYNOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER AFFILIATE OF THE ATLAS GROUP BUYER OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY OPINIONPROJECTIONS OR DUE DILIGENCE REPORTS) BY PARENT, INFORMATIONTHE OTHER SELLERS, PROJECTION THE TRANSFERRED COMPANIES, THE NON-CONTROLLED COMPANIES, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP THEIR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION ANY ONE OR MORE OF THE BUSINESS FOREGOING. NOTHING HEREIN SHALL LIMIT THE LIABILITY OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREANY PARTY FOR FRAUD.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF THIS AGREEMENTIV (WHICH INCLUDES THE COMPANY DISCLOSURE SCHEDULES), NONE OF NEITHER THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, COMPANY NOR ANY OTHER PERSON, HAS MADE, PERSON MAKES ANY EXPRESS OR SHALL BE DEEMED TO MAKE IMPLIED REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY. THE COMPANY HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY TO NOT EXPRESSLY CONTAINED IN THIS ARTICLE IV, WHETHER BY THE COMPANY, ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONCOMPANY SUBSIDIARY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING PERSON. THE COMPANY HEREBY DISCLAIMS ANY OPINIONSUCH OTHER REPRESENTATION OR WARRANTY, INFORMATIONWHETHER BY THE COMPANY, PROJECTION ANY COMPANY SUBSIDIARY, OR ADVICE THAT MAY HAVE BEEN PROVIDED ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY MEMBER OF THE ATLAS GROUP PARENT, MERGER SUB OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF DOCUMENTATION OR OTHER WRITTEN OR ORAL INFORMATION BY THE APL GROUP COMPANY, ANY COMPANY SUBSIDIARY OR ANY OF ITS AFFILIATES)THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, IN ALL CASES IN RESPECT OF APL AND 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 SUCH DELIVERY OR DISCLOSURE, OR PARENT’S OR MERGER SUB’S INTEREST USE, OF ANY SUCH DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO PARENT OR MERGER SUB OR THEIR RESPECTIVE REPRESENTATIVES IN LAUREL MOUNTAINCERTAIN “DATA ROOMS”, MANAGEMENT PRESENTATIONS OR OTHER WRITTEN MATERIALS PROVIDED TO PARENT OR MERGER SUB OR THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION WITH THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURETRANSACTIONS).

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF THIS AGREEMENT, II NONE OF THE APL PARTIES SELLER PARTIES, THEIR RESPECTIVE AFFILIATES, OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESOFFICERS, NOR TRUSTEES, MEMBERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO PERSON MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWARRANTY, EXPRESS OR IMPLIED, AT LAW WRITTEN OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUPORAL, AND EACH OF THEIR RESPECTIVE AFFILIATES SELLER AND SELLER PARENT HEREBY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PURCHASED ASSETS, ASSUMED LIABILITIES AND EXCLUDED LIABILITIES, OR THE EXECUTION AND DELIVERY OF THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR OR THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY REPRESENTATIONOTHER MATTER WHATSOEVER, WARRANTYNOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER AFFILIATE OF THE ATLAS GROUP BUYER, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY PROJECTIONS OR DUE DILIGENCE REPORTS) BY THE SELLER PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, TRUSTEES, MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION ANY ONE OR MORE OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREFOREGOING.

No Other Representations or Warranties. (A) EXCEPT FOR AS AND TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED EXTENT SET FORTH IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITYFIRST AMENDMENT AND APPENDIX A THERETO, AND EACH APL PARTYANY AND ALL OTHER AGREEMENTS, EACH OTHER MEMBER OF THE APL GROUPDISCLOSURE LETTER, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS CERTIFICATES, THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER TO THE SUBSCRIBER AND HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP SUBSCRIBER OR ANY OF THEIR RESPECTIVE ITS REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN (OR MAY BE IN CONNECTION WITH THIS AGREEMENT) PROVIDED TO SUBSCRIBER BY ANY MEMBER DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE ATLAS GROUP PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF AFFILIATE THEREOF). THE APL GROUP PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY MAKE NO REPRESENTATIONS OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT WARRANTIES TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, SUBSCRIBER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS PARTNERSHIP. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY IS MADE BY THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY TO THE SUBSCRIBER AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OF LAUREL MOUNTAIN AFTER ANY ASSETS OF THE DATE PARTNERSHIP, AND THE PARTNERSHIP AND GENERAL PARTNER ARE NOT MAKING ANY REPRESENTATIONS OR WARRANTIES OF THIS AGREEMENT OR OTHERWISE ANY KIND WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSANY PROJECTIONS OR FORECASTS HERETOFORE DELIVERED OR MADE AVAILABLE TO SUBSCRIBER RELATING TO THE PARTNERSHIP. NINTH – CONDITIONS OF SUBSCRIBER TO CLOSE: The obligations of the Subscriber under this Agreement, OPERATIONS OR FINANCIAL CONDITION PASTincluding the obligation to make any Capital Contribution and join in the Limited Partnership Agreement, PRESENT OR FUTURE.shall be subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions (any of which the Subscriber may waive in writing in whole or any part):

No Other Representations or Warranties. (A) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF IV OR THIS AGREEMENTARTICLE V (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE), NONE OF THE APL PARTIES PARENT GUARANTEE, THE LOAN AGREEMENT OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESPARENT LOAN GUARANTEE, NEITHER SELLER NOR ANY OTHER PERSON, HAS MADE, PERSON MAKES ANY OTHER EXPRESS OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO ANY MEMBER SELLER, THE BUSINESS, THE SHARES, THE ACQUIRED COMPANIES, OR THE ASSETS AND PROPERTIES OF THE ATLAS GROUP OR ACQUIRED COMPANIES, AND SELLER DISCLAIMS ANY OTHER PERSONREPRESENTATIONS, EXPRESS WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON WHETHER MADE BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP SELLER OR ANY OF ITS AFFILIATES), OFFICERS, DIRECTORS, EMPLOYEES, PRODUCERS OR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAINARTICLE IV OR THIS ARTICLE V, THE LMM AGREEMENTPARENT GUARANTEE, THE FORMATION AGREEMENTLOAN AGREEMENT OR THE PARENT LOAN GUARANTEE, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY NO REPRESENTATION OR HEREAFTER CONDUCTED, WARRANTY HAS BEEN OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING IS BEING MADE WITH RESPECT TO ANY PROJECTIONS, FORECASTS, BUSINESS PLANS, ESTIMATES OR BUDGETS DELIVERED OR MADE AVAILABLE TO BUYER OR ANY OTHER PERSON. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE OPERATION OF CONTRARY, NOTHING IN THIS AGREEMENT SHALL PREVENT OR LIMIT AN ACTION BASED UPON, OR RELIEVE ANY PERSON FROM LIABILITY FOR, FRAUD WITH SPECIFIC INTENT TO DECEIVE OR MISLEAD A PARTY OR ITS AFFILIATES REGARDING THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF REPRESENTATIONS, WARRANTIES, AND OTHER AGREEMENTS MADE IN THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY CONTAINED SET FORTH IN ARTICLE III OF THIS AGREEMENT, NONE THE ASSETS ARE BEING PURCHASED AND TRANSFERRED TO BUYER “AS-IS”, “WHERE-IS” AND “WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION, AND THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONKIND, EXPRESS OR IMPLIEDIMPLIED (INCLUDING, AT LAW WITHOUT LIMITATION, ANY REPRESENTATIONS OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF WARRANTIES AS TO MERCHANTABILITY OR THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT QUALITY OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY FITNESS OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS FOR THEIR INTENDED PURPOSES OR MAY IN THE FUTURE OWN, INCLUDING ANY PARTICULAR PURPOSE) WITH RESPECT TO THE OPERATION SELLER, THE BUSINESS, THE ASSETS, THE RESULTS OF OPERATIONS OR FINANCIAL CONDITION OF THE BUSINESS BUSINESS, AND/OR THE ASSETS OR THE ASSUMED LIABILITIES. WITHOUT LIMITING THE GENERALITY OF LAUREL MOUNTAIN AFTER THE DATE FOREGOING, THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO (a) ANY PROJECTIONS, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO THE BUYER OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE BUSINESS, (b) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO THE BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE BUSINESS, THE ASSETS, THE ASSUMED LIABILITIES OR THE CONTRACTS AND AGREEMENTS TO BE TRANSFERRED AND ASSUMED BY THE BUYER HEREUNDER, OR (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY CONDITION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE ASSETS, INCLUDING WITHOUT LIMITATION, COMPLIANCE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREANY LAWS.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENT, THE ASSETS OF THE TRANSFERRED ENTITIES ARE BEING ACQUIRED BY PURCHASER “AS IS” AND “WHERE IS,” AND NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NEWPARK, DFI, NEWPARK TEXAS, NOR ANY OF THEIR RESPECTIVE AGENTS, AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, OR REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONPURCHASER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, ON BEHALF OF NEWPARK, DFI, NEWPARK TEXAS, OR ANY AFFILIATE THEREOF, AND EACH APL PARTYNEWPARK, EACH OTHER MEMBER OF THE APL GROUPDFI, NEWPARK TEXAS, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR DISCLAIM ANY REPRESENTATIONREPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, WARRANTYEXPRESS, STATEMENT IMPLIED, AT COMMON LAW, STATUTORY OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) OTHERWISE, AS TO ANY MEMBER THE LIABILITIES, OPERATIONS OF THE ATLAS GROUP BUSINESS OR ANY THE TRANSFERRED ENTITIES, THE TITLE, CONDITION, VALUE OR QUALITY OF THE ASSETS OF THE TRANSFERRED ENTITIES AND EACH OF NEWPARK, DFI, NEWPARK TEXAS AND THEIR RESPECTIVE REPRESENTATIVES AFFILIATES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR ANY OTHER PERSON (INCLUDING ANY OPINIONWARRANTY OF MERCHANTABILITY, INFORMATIONUSAGE, PROJECTION SUITABILITY OR ADVICE THAT MAY HAVE BEEN PROVIDED FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURETRANSFERRED ENTITIES.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY OF PURCHASER CONTAINED IN THIS ARTICLE III VI, NEITHER PURCHASER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ON BEHALF OF PURCHASER. BANK AND SELLER ACKNOWLEDGE AND AGREE THAT, EXCEPT IN THE CASE OF FRAUD OR ANY INDEMNIFICATION RIGHTS THAT MAY BE AVAILABLE TO SELLER UNDER ARTICLE IX OF THIS AGREEMENT, NONE OF THE APL PARTIES PURCHASER AND ITS AFFILIATES WILL NOT HAVE OR BE SUBJECT TO ANY MEMBER OF THE APL GROUP NOR LIABILITY OR INDEMNIFICATION OBLIGATION TO SELLER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP AFFILIATES OR ANY OTHER PERSONPERSON RESULTING FROM THE MAKING AVAILABLE OR FAILING TO MAKE AVAILABLE TO BANK OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY USE BY BANK OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES OF, ANY INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS OR FORECASTS MADE AVAILABLE TO BANK OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BANK AND SELLER ACKNOWLEDGE AND AGREE THAT IN MAKING THEIR RESPECTIVE DECISIONS TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, THEY HAVE RELIED ON NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AT LAW BY OR ON BEHALF OF PURCHASER, OTHER THAN AS EXPRESSLY SET FORTH IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREARTICLE VI.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY CONTAINED SET FORTH IN THIS ARTICLE III OF THIS AGREEMENTV, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, NO BUYER PARTY MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, RELATING TO A BUYER PARTY OR ANY OF ITS SUBSIDIARIES, OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND EACH APL PARTYANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO CONDITION, EACH OTHER MEMBER OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE APL GROUPFOREGOING, NO BUYER PARTY MAKES ANY, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR SHALL NOT BE DEEMED TO HAVE MADE ANY, REPRESENTATION OR WARRANTY TO SELLERS WITH RESPECT TO (A) ANY REPRESENTATIONPROJECTIONS, WARRANTY, STATEMENT ESTIMATES OR INFORMATION BUDGETS HERETOFORE DELIVERED TO OR MADE OR COMMUNICATED (ORALLY OR IN WRITING) AVAILABLE TO ANY MEMBER OF THE ATLAS GROUP SELLERS OR ANY OF THEIR RESPECTIVE REPRESENTATIVES AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF SUCH BUYER PARTY OR ANY OTHER PERSON OF ITS SUBSIDIARIES OR (INCLUDING B) IN THE MATERIALS RELATING TO SUCH BUYER PARTY OR ANY OPINION, INFORMATION, PROJECTION OF ITS SUBSIDIARIES MADE AVAILABLE TO SELLERS OR ADVICE THAT MAY HAVE BEEN PROVIDED TO IN ANY MEMBER PRESENTATION OF THE ATLAS GROUP BUSINESS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE, IT BEING UNDERSTOOD THAT ANY PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING BUT NOT LIMITED TO, ANY CONFIDENTIAL INFORMATION MEMORANDUM AND A BUYER PARTY’S OR ANY OF ITS SUBSIDIARIES’ CONFIDENTIAL OVERVIEWS MADE AVAILABLE BY BUYER AND ITS REPRESENTATIVES ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SUCH BUYER PARTY OR ANY OF ITS SUBSIDIARIES, EXCEPT TO THE EXTENT SPECIFICALLY REFERENCED HEREIN OR (C) ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO THE APL GROUP SELLERS OR ANY OF ITS AFFILIATES), IN ALL CASES IN COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, TO SUCH BUYER PARTY OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE.ITS SUBSIDIARIES. ARTICLE VI [INTENTIONALLY OMITTED]

No Other Representations or Warranties. EXCEPT AS SPECIFICALLY AND EXPRESSLY SET FORTH IN THIS ARTICLE III, (AI) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO SELLERS MAKE ANY NO REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTYRELATING TO THE ACQUIRED ASSETS, EACH OTHER MEMBER OF THE APL GROUPASSUMED LIABILITIES OR THE BUSINESS, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO VALUE, MERCHANTABILITY, FITNESS FOR ANY REPRESENTATIONA PARTICULAR PURPOSE OR FOR ORDINARY PURPOSES, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON MATTER, (INCLUDING ANY OPINIONII) THE SELLERS MAKE NO, INFORMATIONAND HEREBY DISCLAIM ANY, PROJECTION OTHER REPRESENTATION OR ADVICE THAT MAY HAVE BEEN PROVIDED WARRANTY REGARDING THE ACQUIRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS AND (III) THE ACQUIRED ASSETS, THE ASSUMED LIABILITIES AND THE BUSINESS BEING TRANSFERRED TO ANY MEMBER THE PURCHASER ARE CONVEYED ON AN “AS IS, WHERE IS” BASIS AS OF THE ATLAS GROUP CLOSING, AND THE PURCHASERS SHALL RELY UPON THEIR OWN EXAMINATION THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLERS MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE ACQUIRED ASSETS OR ANY LIABILITIES OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THAN THE APL GROUP ASSUMED LIABILITIES OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, BUSINESS OTHER THAN THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS AND NONE SHALL BE IMPLIED AT LAW OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREIN EQUITY.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS PARENT AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY ITS AFFILIATES ARE MAKING NO REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR BEYOND THOSE EXPRESSLY GIVEN IN EQUITYTHIS AGREEMENT, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS ANY ANCILLARY AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF THEIR RESPECTIVE REPRESENTATIVES OR PARENT HEREUNDER. IT IS UNDERSTOOD THAT ANY OTHER PERSON (INCLUDING ANY OPINIONFINANCIAL ESTIMATE, INFORMATIONCOST ESTIMATE, FORECAST, PROJECTION OR ADVICE OTHER PREDICTION AND ALL OTHER INFORMATION OR MATERIALS IN RESPECT OF THE BUSINESS AND AFFAIRS OR HOLDINGS OF PARENT OR ITS ASSETS THAT MAY HAVE BEEN OR SHALL HEREAFTER BE PROVIDED BY OR ON BEHALF OF PARENT TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP COMPANY ENTITIES OR ANY OF ITS AFFILIATES)AFFILIATES OR ITS OR THEIR RESPECTIVE REPRESENTATIVES, IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY WHETHER WRITTEN OR HEREAFTER CONDUCTEDORAL, OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING, BUT NOT LIMITED TO, ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY OR ON BEHALF OF THE ASSETS LAUREL MOUNTAIN HAS OWNEDPARENT OR ITS AFFILIATES, NOW OWNS ARE NOT, AND SHALL NOT BE RELIED UPON AS OR MAY IN THE FUTURE OWNDEEMED TO BE, INCLUDING WITH RESPECT REPRESENTATIONS AND WARRANTIES OF PARENT OR ANY OF ITS AFFILIATES OR REPRESENTATIVES, EXCEPT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS ANY ANCILLARY AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS ANY CERTIFICATE DELIVERED BY OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREON BEHALF OF PARENT HEREUNDER.

No Other Representations or Warranties. (Aa) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED SET FORTH IN THIS ARTICLE III 5 (INCLUDING THE RELATED PORTIONS OF THE SELLER DISCLOSURE SCHEDULES), NEITHER SELLER NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OR ANY NATURE WHATSOEVER, EITHER WRITTEN OR ORAL, ON BEHALF OF SELLER RELATING TO SELLER OR THE BUSINESS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY MEMBER INFORMATION REGARDING THE BUSINESS AND THE ASSETS FURNISHED OR MADE AVAILABLE TO BUYER AND/OR ITS REPRESENTATIVES ANY INFORMATION, DOCUMENTS OR MATERIAL DELIVERED TO BUYER AND/OR ITS REPRESENTATIVES, PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE ATLAS GROUP TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER PERSONAS TO THE FUTURE REVENUE, EXPRESS PROFITABILITY OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER SUCCESS OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTEDBUSINESS, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS REPRESENTATION OR MAY WARRANTY ARISING FROM STATUTE OR OTHERWISE IN THE FUTURE OWN, INCLUDING LAW. SELLER HEREBY EXPRESSLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREANY MATTER WHATSOEVER.

No Other Representations or Warranties. (A) .... EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III THIS AGREEMENT AND THE RELATED AGREEMENTS, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND SELLER HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF THIS AGREEMENTMERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE), NONE OF THE APL PARTIES WHETHER BY SELLER, ITS AFFILIATES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESOFFICERS, NOR ANY OTHER PERSONDIRECTORS, HAS MADEEMPLOYEES, MAKES AGENTS OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP REPRESENTATIVES OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PROBABLE SUCCESS RELATED AGREEMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY; PROVIDED, HOWEVER, THAT ALL DISCLOSURES OF INFORMATION (WHETHER ORAL OR PROFITABILITY OF IN WRITING) MADE BY SELLER OR ITS AGENTS AND REPRESENTATIVES IN CONNECTION WITH THE BUSINESS OF LAUREL MOUNTAIN AFTER OFFERING MEMORANDUM, DUE DILIGENCE AND THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSMASTERFILE TAPE, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREWERE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AND SELLER ACKNOWLEDGES PURCHASER HAS RELIED ON SUCH INFORMATION.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF THIS AGREEMENT2 (AS MODIFIED BY THE DISCLOSURE SCHEDULE) AND IN THE AGREEMENTS CONTEMPLATED HEREBY TO WHICH PARENT OR SELLER IS A PARTY, NONE NEITHER PARENT NOR SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PARENT, SELLER, CARECENTRIX, IPA, THE SHARES, THE BUSINESS OR ANY OF THE APL PARTIES TRANSACTIONS CONTEMPLATED HEREBY, AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND PARENT AND SELLER DISCLAIM ANY MEMBER OF THE APL GROUP NOR OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY PARENT, SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES . EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 2 (AS MODIFIED BY THE DISCLOSURE SCHEDULE) AND IN THE AGREEMENTS CONTEMPLATED HEREBY TO WHICH PARENT OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL SELLER IS A PARTY, EACH OTHER MEMBER OF THE APL GROUP, PARENT AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP BUYER OR ANY OF THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, OR REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP PARENT, SELLER OR ANY OF ITS THEIR AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY . PARENT AND SELLER MAKE NO REPRESENTATIONS OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT WARRANTIES TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF CARECENTRIX, IPA, THE BUSINESS OF LAUREL MOUNTAIN AFTER OR THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURESHARES.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED SET FORTH IN THIS ARTICLE III OF THIS AGREEMENTV (AS MODIFIED BY THE DISCLOSURE LETTER), NONE OF THE APL SELLER, THE SELLING PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, PERSON HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY OTHER REPRESENTATION OR WARRANTY TO OF ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONKIND WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, AND EACH APL ON BEHALF OF OR RELATING TO THE SELLING PARTIES, THE TRANSFERRED ENTITIES OR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING ANY REPRESENTATION OR WARRANTY REGARDING ANY SELLING PARTY, EACH ANY TRANSFERRED ENTITY OR ANY OTHER MEMBER PERSON, THE TRANSFERRED EQUITY INTERESTS, ANY ASSETS OF ANY SELLING PARTY OR ANY TRANSFERRED ENTITY, INCLUDING ANY TRANSFERRED ASSETS, ANY LIABILITIES OF ANY SELLING PARTY OR TRANSFERRED ENTITY, INCLUDING ANY ASSUMED LIABILITIES, THE APL GROUPBUSINESS, ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED PURSUANT TO THE TRANSACTION AGREEMENTS OR ANY OTHER MATTER REGARDING OR RELATING IN ANY WAY TO THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENTS, AND EACH THE SELLING PARTIES HEREBY DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, WHETHER MADE BY OR ON BEHALF OF ANY SELLING PARTY, ANY TRANSFERRED ENTITY OR ANY OTHER PERSON, INCLUDING ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE V (AS MODIFIED BY THIS AGREEMENT EXPRESSLY THE DISCLOSURE LETTER), EACH SELLING PARTY HEREBY (A) DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT COMMON LAW, BY STATUTE, OR OTHERWISE, RELATING TO THE CONDITION OF THE TRANSFERRED ASSETS, THE BUSINESS ASSETS OR THE BUSINESS, AND (B) DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONALL PROJECTIONS, WARRANTYFORECASTS, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINIONESTIMATES, FINANCIAL STATEMENTS, FINANCIAL INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES)APPRAISALS, IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE.STATEMENTS,

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES), NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLERS, THE PURCHASED ASSETS, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NONE OF THE APL PARTIES ASSUMED LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND SELLERS DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY A SELLER OR ANY MEMBER OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW DISCLOSURE SCHEDULES) OR IN EQUITYTHE ANCILLARY AGREEMENTS, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS SELLERS HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP PURCHASER OR ANY OF THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON PURCHASER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP A SELLER OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY . SELLERS MAKE NO REPRESENTATIONS OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT WARRANTIES TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, PURCHASER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER PURCHASED ASSETS OR THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREPRODUCTS.

No Other Representations or Warranties. (Aa) Except for the representations and warranties contained in Section 5.1, neither Seller nor any other Person makes any other express or implied representation or warranty on behalf of Seller relating to the Purchased Assets or the Branches. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR IN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED CASE OF FRAUD OR IN THE CASE OF ANY INDEMNIFICATION RIGHTS THAT MAY BE AVAILABLE TO PURCHASER UNDER ARTICLE III OF THIS AGREEMENT, NONE VI OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP SPA, NEITHER SELLER NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES ITS AFFILIATES WILL HAVE OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY SUBJECT TO ANY MEMBER LIABILITY OR INDEMNIFICATION OBLIGATION TO PURCHASER OR ANY OF THE ATLAS GROUP ITS AFFILIATES OR ANY OTHER PERSONPERSON RESULTING FROM THE MAKING AVAILABLE OR FAILING TO MAKE AVAILABLE TO PURCHASER OR ANY OF ITS AFFILIATES, OR ANY USE BY PURCHASER OR ANY OF ITS AFFILIATES OF, ANY INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO PURCHASER OR ANY OF ITS AFFILIATES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS USVI PURCHASE AGREEMENT. PURCHASER ACKNOWLEDGES AND AGREES THAT IN MAKING ITS DECISION TO ENTER INTO THIS USVI PURCHASE AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, IT HAS RELIED ON NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AT LAW BY OR ON BEHALF OF SELLER, OTHER THAN AS EXPRESSLY SET FORTH IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY SECTION 5.1; PROVIDED THAT NOTHING IN THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR SENTENCE SHALL AFFECT OR LIMIT ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT CLAIM PURCHASER MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREFRAUD.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF AND ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES (AS DETERMINED IN ACCORDANCE WITH SECTION 12.12)), OR SET FORTH IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT) AND IN THE TRANSACTION AGREEMENTS, NONE EXCEPT IN THE CASE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP FRAUD, (I) NEITHER SELLER NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESBUYER, NOR ANY OTHER PERSON, HAS MADEAS APPLICABLE, MAKES ANY OTHER EXPRESS OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, SELLER’S AFFILIATES, BUYER, BUYER’S AFFILIATES, THE ITO BUSINESS, THE PURCHASED ASSETS OR THE TRANSACTION, AS APPLICABLE, (II) EACH OF SELLER AND BUYER DISCLAIMS ANY MEMBER OF THE ATLAS GROUP OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER OR ANY OTHER PERSONOF ITS AFFILIATES OR BUYER OR ANY OF ITS AFFILIATES, EXPRESS AS APPLICABLE, OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH ANY OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND (III) EACH OF SELLER AND BUYER, AS APPLICABLE, HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE MADE, COMMUNICATED OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP BUYER OR ANY OF SELLER, AS APPLICABLE, OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP BUYER OR ANY OTHER PERSON SELLER, AS APPLICABLE, BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP SELLER OR ANY OF ITS AFFILIATES)BUYER, IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTEDAPPLICABLE, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY THEIR AFFILIATES) NOT EXPRESSLY SET FORTH IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, . SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE ITO BUSINESS (IT BEING UNDERSTOOD THAT THIS LIMITATION SHALL NOT PREVENT OR OTHERWISE AFFECT AN ACTION FOR BREACH OF LAUREL MOUNTAIN AFTER REPRESENTATION OR WARRANTY, WITH RESPECT TO THE DATE UNDERLYING CAUSE OF ANY FAILURE TO ACHIEVE SUCH SUCCESS OR PROFITABILITY, CONTAINED IN ARTICLE III AND ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES (AS DETERMINED IN ACCORDANCE WITH SECTION 12.12)), OR SET FORTH IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREANY TRANSACTION AGREEMENT).

No Other Representations or Warranties. (A) EXCEPT FOR AS EXPRESSLY SET FORTH HEREIN OR IN ANY EXHIBIT ATTACHED HERETO TO THE REPRESENTATIONS CONTRARY, IT IS UNDERSTOOD AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENTAGREED THAT THE PROPERTY IS BEING SOLD , NONE OF THE APL PARTIES LEASED AND CONVEYED HEREUNDER “AS IS” WITH ANY AND ALL FAULTS AND LATENT AND PATENT DEFECTS WITHOUT ANY EXPRESS OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY TO BY CITY. CITY HAS NOT MADE AND DOES NOT HEREBY MAKE AND HEREBY SPECIFICALLY DISCLAIMS (EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY MEMBER EXHIBIT ATTACHED HERETO) ANY REPRESENTATIONS OR WARRANTIES OF THE ATLAS GROUP ANY KIND OR ANY OTHER PERSONCHARACTER WHATSOEVER, EXPRESS OR IMPLIED, AT LAW WITH RESPECT TO THE PROPERTY (OTHER THAN CITY’S SPECIAL WARRANTY OF TITLE CONTAINED IN ANY DEED), ITS CONDITION (INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY REGARDING SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE), ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS, OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, AND CITY HEREBY DISCLAIMS AND RENOUNCES ANY OTHER REPRESENTATION OR WARRANTY. XXXXXXX ACKNOWLEDGES AND AGREES THAT IT IS ENTERING INTO THIS AGREEMENT WITHOUT RELYING (EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY EXHIBIT ATTACHED HERETO) UPON ANY SUCH REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION OTHER ASSERTION, ORAL OR WRITTEN, MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP BY CITY OR ANY REPRESENTATIVE OF THEIR RESPECTIVE REPRESENTATIVES CITY OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION ACTING OR ADVICE THAT MAY HAVE BEEN PROVIDED PURPORTING TO ANY MEMBER ACT FOR OR ON BEHALF OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING CITY WITH RESPECT TO THE OPERATION PROPERTY BUT RATHER IS RELYING UPON ITS OWN EXAMINATION AND INSPECTION OF THE BUSINESS PROPERTY. XXXXXXX REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF LAUREL MOUNTAIN AFTER REAL ESTATE AND THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY EXHIBIT ATTACHED HERETO, IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS CONSULTANTS IN PURCHASING THE DATE PROPERTY. THE TERMS AND CONDITIONS OF THIS AGREEMENTSECTION WILL EXPRESSLY SURVIVE THE TAKEDOWNS, NOT MERGE WITH THE PROBABLE SUCCESS OR PROFITABILITY PROVISIONS OF ANY TAKEDOWN DOCUMENT AND BE INCORPORATED INTO ANY DEED AND GROUND LEASE(S). XXXXXXX FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS SECTION WERE A MATERIAL FACTOR IN CITY’S DETERMINATION OF THE BUSINESS CONSIDERATION FOR THE TRANSFER OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT PROPERTY TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREXXXXXXX.

No Other Representations or Warranties. (Aa) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED MADE BY ACQUIROR, MERGERCO1, MERGERCO2, HOLDINGS I, HOLDINGS II, ACQUIROR SUB OR OPCO MERGER SUB IN THIS ARTICLE III OF THIS AGREEMENTIV, NONE OF THE APL PARTIES ACQUIROR, MERGERCO1, MERGERCO2, HOLDINGS I, HOLDINGS II, OPCO MERGER SUB OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, AFFILIATE THEREOF NOR ANY OTHER PERSON, HAS MADE, PERSON MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY MEMBER OF THE ATLAS GROUP ACQUIROR, MERGERCO1, MERGERCO2, HOLDINGS I, HOLDINGS II, ACQUIROR SUB, OPCO MERGER SUB OR ANY OTHER PERSON, EXPRESS PERSON OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONBUSINESSES, WARRANTYOPERATIONS, STATEMENT ASSETS, LIABILITIES, CONDITION (FINANCIAL OR INFORMATION MADE OTHERWISE) OR COMMUNICATED (ORALLY PROSPECTS, NOTWITHSTANDING THE DELIVERY OR IN WRITING) DISCLOSURE TO ANY MEMBER OF THE ATLAS GROUP COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP DOCUMENTATION, FORECASTS, PROJECTIONS OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING OTHER INFORMATION WITH RESPECT TO THE OPERATION ANY ONE OR MORE OF THE BUSINESS OF LAUREL MOUNTAIN AFTER FOREGOING. EXCEPT FOR THE DATE OF REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY ACQUIROR, MERGERCO1, MERGERCO2, HOLDINGS I, HOLDINGS II, ACQUIROR SUB AND OPCO MERGER SUB IN THIS AGREEMENTARTICLE IV, THE PROBABLE SUCCESS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSIMPLIED, OPERATIONS OR FINANCIAL CONDITION PASTARE EXPRESSLY DISCLAIMED BY ACQUIROR, PRESENT OR FUTURE.MERGERCO1, MERGERCO2, HOLDINGS I, HOLDINGS II, ACQUIROR SUB AND OPCO MERGER SUB. 50

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF THIS V (AS MODIFIED BY THE GE DISCLOSURE LETTER), THE TAX MATTERS AGREEMENT, NONE OF THE APL PARTIES UK TAX MATTERS AGREEMENT, THE INTERNATIONAL TAX MATTERS AGREEMENT AND THE SHAREHOLDING AGREEMENT, NEITHER GE NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO GE, GE’S AFFILIATES, THE TRANSFERORS, THE ACQUIRED SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENTS, AND GE DISCLAIMS ANY MEMBER OF OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY GE, THE APL GROUP NOR TRANSFERORS, THE ACQUIRED SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V HEREOF (AS MODIFIED BY THE GE DISCLOSURE LETTER), NOR ANY OTHER PERSONTHE TAX MATTERS AGREEMENT, HAS MADETHE UK TAX MATTERS AGREEMENT, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONINTERNATIONAL TAX MATTERS AGREEMENT AND THE SHAREHOLDING AGREEMENT), EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY GE HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP ACQUIROR OR ANY OF THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP ACQUIROR OR ANY OF ITS AFFILIATES)AFFILIATES BY ANY DIRECTOR, IN ALL CASES IN RESPECT OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF APL SUB’S INTEREST IN LAUREL MOUNTAINGE, THE LMM AGREEMENTTRANSFERORS, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, ACQUIRED SUBSIDIARIES OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURETHEIR RESPECTIVE AFFILIATES).

No Other Representations or Warranties. (A) EXCEPT FOR NOTWITHSTANDING ANYTHING TO THE REPRESENTATIONS CONTRARY IN THIS PURCHASE AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS SALE AGREEMENT, NONE THE ASSIGNMENT AND ASSUMPTION AGREEMENT OR ANY AGREEMENT OR DOCUMENT CONTEMPLATED BY ANY OF THE APL PARTIES FOREGOING, BUYER UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PERRIGO NOR ITS AFFILIATES ARE REPRESENTING OR WARRANTING IN ANY MEMBER OF WAY AS TO THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESASSIGNED INTERESTS, NOR ANY OTHER PERSONTYSABRI, HAS MADETHE TYSABRI BUSINESS, MAKES THE JCV ASSAY INTELLECTUAL PROPERTY, THE TYSABRI INTELLECTUAL PROPERTY OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION LIABILITIES OR WARRANTY OBLIGATIONS ASSUMED OR UNDERTAKEN AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY MEMBER OF CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE ATLAS GROUP VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER PERSONMATTER CONCERNING, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL ANY ASSETS OF SUCH PARTY, EACH OTHER MEMBER OR AS TO THE ABSENCE OF THE APL GROUP, AND EACH ANY DEFENSES OR RIGHT OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT SET-OFF OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY MEMBER OF THE ATLAS GROUP CLAIM OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (ASSET, INCLUDING ANY OPINIONACCOUNTS RECEIVABLE, INFORMATIONOF PERRIGO OR ITS AFFILIATES, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY MEMBER ASSET OR THING OF VALUE UPON THE ATLAS GROUP EXECUTION, DELIVERY AND FILING HEREOF OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), THEREOF. EXCEPT AS EXPRESSLY SET FORTH IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM THIS PURCHASE AND SALE AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN ASSIGNED INTERESTS ARE BEING TRANSFERRED ON AN "AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREIS," "WHERE IS" BASIS.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III 3 AND IN THE OTHER TRANSACTION DOCUMENTS, NEITHER GE, NBCH NOR HOLDCO MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO GE, NBCH OR HOLDCO OR THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, AND EACH OF THIS AGREEMENTGE, NONE OF THE APL PARTIES NBCH AND HOLDCO DISCLAIMS ANY OTHER REPRESENTATIONS OR ANY MEMBER OF THE APL GROUP NOR WARRANTIES, WHETHER MADE BY GE, NBCH, HOLDCO, THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW . EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN EQUITY, AND EACH APL PARTYTHE OTHER TRANSACTION DOCUMENTS, EACH OTHER MEMBER OF THE APL GROUPGE, NBCH AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY HOLDCO HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP COMCAST, NBCUNIVERSAL OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON PARTIES HERETO BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES)DIRECTOR, IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAINOFFICER, THE LMM AGREEMENTEMPLOYEE, THE FORMATION AGREEMENTAGENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOWCONSULTANT, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE.OR

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED MADE BY RLI IN THIS ARTICLE III AND MADE BY THE SELLING STOCKHOLDERS IN ARTICLE III OF THIS AGREEMENT, NONE IV OF THE APL PARTIES OR ANY MEMBER MERGER AGREEMENT AND BY THE COMPANY IN ARTICLE V OF THE APL GROUP MERGER AGREEMENT (IT BEING UNDERSTOOD THAT THE REPRESENTATIONS OR WARRANTIES OF THE SELLING STOCKHOLDERS AND THE COMPANY ARE NOT REPRESENTATIONS OF RLI), NEITHER RLI NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESITS AFFILIATES, NOR REPRESENTATIVES OR ANY OTHER PERSONPERSON MAKES, HAS MADE, MAKES OR SHALL BE DEEMED TO HAVE MADE, OR HAS BEEN AUTHORIZED TO MAKE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIEDWARRANTY, AT LAW OR IN EQUITY, AND EACH APL PARTYWHETHER WRITTEN OR ORAL, EACH OTHER MEMBER ON BEHALF OF OR WITH RESPECT TO RLI, ANY SELLING STOCKHOLDER, THE APL GROUPCOMPANY, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP COMPANY SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES, REPRESENTATIVES OR ANY OTHER PERSON PERSON, THEIR BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS, FUTURE OPERATING OR FINANCIAL RESULTS, ESTIMATES, PROJECTIONS, FORECASTS, PLANS OR PROSPECTS (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER THE REASONABLENESS OF THE ATLAS GROUP ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS, FORECASTS, PLANS OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATESPROSPECTS), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING RLI, ANY SELLING STOCKHOLDER, THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY OTHER MATTER, FURNISHED OR MADE AVAILABLE TO ANY PARENT PARTY OR ANY OF THEIR REPRESENTATIVES (INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PARENT, MERGER SUB OR THEIR RESPECTIVE REPRESENTATIVES IN ANY “DATA ROOM” OR OTHERWISE, IN ANY MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM) OR AS TO THE FUTURE REVENUE, PROFITABILITY OR SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF COMPANY OR ANY COMPANY SUBSIDIARY, AND RLI HEREBY DISCLAIMS AND SHALL HAVE NO LIABILITY FOR ANY AND ALL SUCH REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREARTICLE III.

No Other Representations or Warranties. (A) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY TRANSACTION AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF IV OR THIS ARTICLE V (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE) OR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ANY OTHER TRANSACTION AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NEITHER SELLER NOR ANY OTHER PERSON, HAS MADE, PERSON MAKES ANY OTHER EXPRESS OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO ANY MEMBER SELLER, THE BUSINESS, THE SHARES, THE COMPANY OR THE ASSETS AND PROPERTIES OF THE ATLAS GROUP OR COMPANY, AND SELLER DISCLAIMS ANY OTHER PERSONREPRESENTATIONS, EXPRESS WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON WHETHER MADE BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP SELLER OR ANY OF ITS AFFILIATES), OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM ARTICLE IV OR THIS ARTICLE V OR ANY OTHER TRANSACTION AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY NO REPRESENTATION OR HEREAFTER CONDUCTED, WARRANTY HAS BEEN OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING IS BEING MADE WITH RESPECT TO THE OPERATION OF THE ANY PROJECTIONS, FORECASTS, BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENTPLANS, THE PROBABLE SUCCESS ESTIMATES OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT BUDGETS DELIVERED OR OTHERWISE WITH RESPECT MADE AVAILABLE TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS BUYER OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREANY OTHER PERSON.

No Other Representations or Warranties. (A) EXCEPT FOR AS AND TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED EXTENT SET FORTH IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITYFIRST AMENDMENT AND APPENDIX A THERETO, AND EACH APL PARTYANY AND ALL OTHER AGREEMENTS, EACH OTHER MEMBER OF THE APL GROUPDISCLOSURE LETTER, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS CERTIFICATES, THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER TO THE SUBSCRIBER AND HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP SUBSCRIBER OR ANY OF THEIR RESPECTIVE ITS REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN (OR MAY BE IN CONNECTION WITH THIS AGREEMENT) PROVIDED TO SUBSCRIBER BY ANY MEMBER DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE ATLAS GROUP PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF AFFILIATE THEREOF). THE APL GROUP PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY MAKE NO REPRESENTATIONS OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT WARRANTIES TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, SUBSCRIBER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS PARTNERSHIP. EXCEPT AS AND Signature Page to Subscription Agreement TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY IS MADE BY THE PARTNERSHIP, GENERAL PARTNER AND MANAGEMENT COMPANY TO THE SUBSCRIBER AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OF LAUREL MOUNTAIN AFTER ANY ASSETS OF THE DATE PARTNERSHIP, AND THE PARTNERSHIP AND GENERAL PARTNER ARE NOT MAKING ANY REPRESENTATIONS OR WARRANTIES OF THIS AGREEMENT OR OTHERWISE ANY KIND WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSANY PROJECTIONS OR FORECASTS HERETOFORE DELIVERED OR MADE AVAILABLE TO SUBSCRIBER RELATING TO THE PARTNERSHIP. NINTH – CONDITIONS OF SUBSCRIBER TO CLOSE: The obligations of the Subscriber under this Agreement, OPERATIONS OR FINANCIAL CONDITION PASTincluding the obligation to make any Capital Contribution and join in the Limited Partnership Agreement, PRESENT OR FUTURE.shall be subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions (any of which the Subscriber may waive in writing in whole or any part):

No Other Representations or Warranties. (Aa) EXCEPT FOR NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE REPRESENTATIONS CONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENTTHE PARTIES HEREBY AGREE, THAT NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING, AND GROUP LLC (ON BEHALF THE CONTRIBUTED COMPANIES, ITSELF, ITS AFFILIATES AND REPRESENTATIVES) HEREBY DISCLAIMS, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWHATSOEVER, EXPRESS OR IMPLIED, AT LAW WRITTEN OR IN EQUITYORAL, AND EACH APL PARTYINCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, EACH OTHER MEMBER OF THE APL GROUPMERCHANTABILITY, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY USAGE, SUITABILITY OR FITNESS FOR ANY REPRESENTATIONPARTICULAR PURPOSE, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION SECURITIES OR THE CONTRIBUTED COMPANIES OR THEIR RESPECTIVE ASSETS, PROPERTIES, BUSINESS, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GROUP LLC (ON BEHALF OF ITSELF, ITS AFFILIATES AND REPRESENTATIVES) EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO (I) THE PROBABLE SUCCESS OWNERSHIP, MARKETABILITY, CONDITION, VALUE OR PROFITABILITY QUALITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER CONTRIBUTED INTERESTS, THE DATE OF THIS AGREEMENT CONTRIBUTED ASSETS, OR OTHERWISE WITH RESPECT THE CONTRIBUTED COMPANIES OR THEIR RESPECTIVE ASSETS AND PROPERTIES OR (II) THE PROSPECTS (FINANCIAL OR OTHERWISE) AND RISKS RELATED TO LAUREL MOUNTAIN’S BUSINESSTHE CONTRIBUTED INTERESTS, OPERATIONS THE CONTRIBUTED ASSETS, OR FINANCIAL CONDITION PAST, PRESENT OR FUTURETHE CONTRIBUTED COMPANIES AND THEIR RESPECTIVE ASSETS AND PROPERTIES.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF THIS AGREEMENTII (AS MODIFIED BY THE DISCLOSURE SCHEDULE, NONE OF AS SUPPLEMENTED OR AMENDED) AND IN THE APL PARTIES OR SELLER AGREEMENTS, NEITHER ANY MEMBER OF THE APL GROUP SELLER NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR RELATED PERSON MAKES ANY OTHER PERSON, HAS MADE, MAKES EXPRESS OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO ANY MEMBER OF THE ATLAS GROUP SELLERS, THE PURCHASED ASSETS, THE ASSUMED LIABILITIES, THE BUSINESS OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT EXPRESSLY DISCLAIMS AND ANY OTHER ASSETS, RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE II (AS MODIFIED BY THE DISCLOSURE SCHEDULE, AS SUPPLEMENTED OR AMENDED) AND IN THE SELLER AGREEMENTS, THE SELLERS HEREBY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES AND ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP PURCHASERS OR ANY OF THEIR RESPECTIVE REPRESENTATIVES AFFILIATES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED REPRESENTATIVES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAINCONTRARY, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY SELLERS MAKE NO REPRESENTATIONS OR HEREAFTER CONDUCTED, WARRANTIES TO PURCHASERS REGARDING ANY PROJECTIONS OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWNOR PROBABLE PROFITABILITY, INCLUDING WITH RESPECT TO THE OPERATION SUCCESS, OPPORTUNITIES, RELATIONSHIPS AND OPERATIONS OF THE BUSINESS OF LAUREL MOUNTAIN AFTER OR THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREPURCHASED ASSETS.

No Other Representations or Warranties. (A) THE HOLDER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 2, NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE, AND THE HOLDER HAS NOT RELIED ON, ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY OR ON BEHALF OF THE COMPANY OR ANY THIRD PARTY OR ANY INFORMATION PROVIDED BY THE COMPANY OR ANY OTHER PERSON. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED MADE IN ARTICLE III OF THIS AGREEMENTSECTION 3, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, NO PERSON MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE HOLDER OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY MEMBER ONE OR MORE OF THE ATLAS GROUP OR ANY FOREGOING. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE IN THIS SECTION 3, ALL OTHER PERSONREPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER ARE EXPRESSLY DISCLAIMED BY THE HOLDER. NONE OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOREGOING SHALL LIMIT ANY CLAIM FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREFRAUD.

No Other Representations or Warranties. Scope of Representations. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III, ELSEWHERE IN THIS AGREEMENT OR ANY SCHEDULE ATTACHED HERETO, SELLER DOES NOT MAKE, AND NO PARTY SHALL BE ENTITLED TO RELY UPON, ANY REPRESENTATION OR WARRANTY AS TO ANY FACT OR MATTER ABOUT SELLER, THE COMPANY OR THE BUSINESS INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY FORWARD-LOOKING PROJECTIONS, FORECASTS, BUDGETS, FINANCIAL DATA OR ANY OTHER FORWARD-LOOKING INFORMATION (AWRITTEN OR ORAL) EXCEPT FOR WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED COMPANY OR THE BUSINESS, INCLUDING THOSE SUPPLIED IN ARTICLE III OF THIS AGREEMENTANY DATA ROOMS, NONE MANAGEMENT PRESENTATIONS OR IN THE CONFIDENTIAL BUSINESS REVIEW OF THE APL PARTIES COMPANY PROVIDED TO PURCHASER, PROVIDED, HOWEVER, THAT WITH RESPECT TO THOSE FORWARD-LOOKING PROJECTIONS OR ANY MEMBER OF FORECASTS FURNISHED TO PURCHASER BY SELLER, THE APL GROUP NOR ANY OF COMPANY OR THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS SELLER REPRESENTS AND WARRANTS THAT SUCH PROJECTIONS AND/OR FORECASTS WERE PREPARED IN GOOD FAITH AND WERE BASED UPON REASONABLE ASSUMPTIONS AT THE TIME THEY WERE MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF . NOTWITHSTANDING THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAINFOREGOING, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY PARTIES ACKNOWLEDGE AND AGREE THAT NOTHING CONTAINED IN THIS SECTION 3.28 SHALL LIMIT OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING RESTRICT PURCHASER'S RIGHTS AND REMEDIES WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENTANY CLAIM OR ACTION BASED UPON INTENTIONAL MISREPRESENTATION OR FRAUD ARISING IN CONNECTION WITH SELLER'S, THE PROBABLE SUCCESS COMPANY'S OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT THEIR RESPECTIVE REPRESENTATIVES' STATEMENTS, ACTIONS AND/OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREOMISSIONS.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF ARTICLES V AND VI (AS MODIFIED BY THE DISCLOSURE SCHEDULES), NO SELLER OR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE TARGET COMPANIES, THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTAGREEMENT AND ANY OTHER EQUITY, NONE ASSETS, RIGHTS OR OBLIGATIONS TO BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED AND DELIVERED HEREUNDER OR PURSUANT HERETO, AND EACH OF THE APL PARTIES SELLERS DISCLAIMS ANY OTHER REPRESENTATIONS OR ANY MEMBER OF WARRANTIES, WHETHER MADE BY THE APL GROUP NOR SELLERS OR ANY OF THEIR RESPECTIVE REPRESENTATIVESAFFILIATES, NOR ANY OTHER PERSONOFFICERS, HAS MADEMANAGERS, MAKES EMPLOYEES, AGENTS OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP REPRESENTATIVES OR ANY OTHER PERSON. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLES V AND VI (AS MODIFIED BY THE DISCLOSURE SCHEDULES), EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS SELLERS HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR BUYER, ANY OF THEIR RESPECTIVE ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY MEMBER DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP COMPANY OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, AFFILIATES OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREOTHER PERSON).

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS Article IV (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES), NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED (BY STATUTE OR OTHERWISE), REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE PURCHASED ASSETS, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NONE OF THE APL PARTIES ASSUMED LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, NOR ANY OTHER PERSONAND WITHOUT LIMITING THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH HEREIN (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES), HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER IT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH PARTY HERETO THAT PURCHASER TAKES THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW PURCHASED ASSETS “AS IS,” “WHERE IS” AND “WITH ALL KNOWN AND UNKNOWN FAULTS.” EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS Article IV (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES) OR IN EQUITYTHE ANCILLARY AGREEMENTS, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP PURCHASER OR ANY OF THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON PURCHASER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP SELLER OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY . SELLER MAKES NO REPRESENTATIONS OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT WARRANTIES TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, PURCHASER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER PURCHASED ASSETS OR THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREPRODUCTS.

No Other Representations or Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III (AINCLUDING THE RELATED PORTIONS OF THE DISCLOSURE SCHEDULE), (a) EXCEPT NONE OF PARENT, ANY MEMBER OF THE COMPANY GROUP, THEIR RESPECTIVE REPRESENTATIVES OR DIRECT OR INDIRECT EQUITYHOLDERS OR AFFILIATES OR ANY OTHER PERSON (B) MAKES (AND EACH OF THEM EXPRESSLY DISCLAIM) ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF ANY MEMBER OF THE COMPANY GROUP’S BUSINESSES OR THEIR ASSETS OR OTHERWISE, AND (C) PARENT AND EACH MEMBER OF THE COMPANY GROUP SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ANY MEMBER OF THE COMPANY GROUP’S ASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF, AND THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS”, AND IN THEIR PRESENT CONDITION, AND BUYER IS RELYING AND WILL RELY SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THE REPRESENTATIONS AND WARRANTIES OF PARENT EXPRESSLY CONTAINED SET FORTH IN THIS ARTICLE III iII (INCLUDING THE RELATED PORTIONS OF THE DISCLOSURE SCHEDULE) IN MAKING ITS DETERMINATION TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND PROCEED WITH THE TRANSACTION. WITHOUT LIMITATION TO THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NONE OF THE APL PARTIES OR PARENT, ANY MEMBER OF THE APL GROUP NOR ANY OF COMPANY GROUP, THEIR RESPECTIVE REPRESENTATIVES, NOR REPRESENTATIVES OR DIRECT OR INDIRECT EQUITYHOLDERS OR AFFILIATES OR ANY OTHER PERSON, HAS MADE, PERSON MAKES OR SHALL WILL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (I) ANY PROJECTIONS, FORECASTS, ESTIMATES, STATEMENTS OF INTENT OR OPINION, BUDGETS OR SIMILAR INFORMATION DELIVERED OR MADE AVAILABLE TO BUYER, ITS AFFILIATES OR REPRESENTATIVES OR THEIR RESPECTIVE COUNSEL, ACCOUNTANTS, ADVISORS OR OTHER REPRESENTATIVES RELATING TO FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF ANY MEMBER OF THE COMPANY GROUP OR OTHERWISE, OR (II) EXCEPT AS EXPRESSLY COVERED BY A REPRESENTATION AND WARRANTY CONTAINED IN THIS ARTICLE III (INCLUDING THE RELATED PORTIONS OF THE DISCLOSURE SCHEDULE), ANY OTHER INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE (INCLUDING VIA THE DATA ROOM) TO BUYER OR ITS COUNSEL, ACCOUNTANTS, ADVISORS OR OTHER REPRESENTATIVES WITH RESPECT TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL COMPANY GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF (AS MODIFIED BY THE SCHEDULES HERETO), NEITHER SELLERS NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO ANY SELLER, THE BUSINESS, THE EQUITY INTERESTS, THE COMPANY OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NONE AND EACH SELLER HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ANY SELLER, ANY AFFILIATE OF THE APL PARTIES A SELLER OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III HEREOF (AS MODIFIED BY THE SCHEDULES HERETO), NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE EACH SELLER (I) EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWARRANTY, EXPRESS EXPRESSED OR IMPLIED, AT LAW COMMON LAW, BY STATUTE, OR IN EQUITYOTHERWISE, RELATING TO THE EQUITY INTERESTS, THE BUSINESS OR THE COMPANY (INCLUDING ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS) AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY (II) HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP PURCHASER OR ANY OF THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN PROVIDED OR MAY BE MADE AVAILABLE TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON PURCHASER BY ANY REPRESENTATIVE OF ANY MEMBER OF SELLER, THE APL GROUP COMPANY OR ANY OF ITS THEIR RESPECTIVE AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY CONTAINED STATED IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES MAKE NO REPRESENTATIONS OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESWARRANTIES WHATSOEVER, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, WHETHER EXPRESS OR IMPLIED, AT WRITTEN OR ORAL, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND LICENSOR SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, USE, EXPLOITATION, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON-INFRINGEMENT OF THE LICENSED TECHNOLOGY, THE COMPOUND OR THE LICENSED PRODUCTS OR AS TO THE VALIDITY OF ANY LICENSED PATENTS, OR NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. THE COMPOUND, LICENSED PRODUCTS, LICENSED TECHNOLOGY PROVIDED BY LICENSOR OR ITS AFFILIATES HEREUNDER ARE MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTY WITH RESPECT TO COMPLETENESS, COMPLIANCE WITH REGULATORY STANDARDS OR OTHER APPLICABLE LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FITNESS FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES A PARTICULAR PURPOSE OR ANY OTHER PERSON (INCLUDING ANY OPINIONKIND OF WARRANTY WHETHER EXPRESS OR IMPLIED. THE ENTIRE RISK AS TO THE RESULTS, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER AND PERFORMANCE AND EXPLOITATION OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAINLICENSED TECHNOLOGY, THE LMM AGREEMENT, COMPOUND AND THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURELICENSED PRODUCTS IS EXCLUSIVELY ASSUMED BY LICENSEE.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENTAGREEMENT AND ANY ANCILLARY AGREEMENT (AS MODIFIED BY THE SCHEDULES HERETO AND THERETO), NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR NO ED&F PARTY MAKES ANY OTHER PERSON, HAS MADE, MAKES EXPRESS OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY WARRANTY, INCLUDING WITH RESPECT TO ANY MEMBER OF VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY, WITH RESPECT TO THE ATLAS GROUP ED&F PARTIES, THE TRANSFERRED COMPANIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER PERSON, EXPRESS RIGHTS OR IMPLIED, AT LAW OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR IN EQUITYPURSUANT HERETO, AND EACH APL PARTYTHE ED&F PARTIES DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, EACH OTHER MEMBER WHETHER MADE BY ANY ED&F PARTY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE APL GROUP, REPRESENTATIONS AND EACH OF THEIR RESPECTIVE AFFILIATES BY WARRANTIES CONTAINED IN THIS AGREEMENT EXPRESSLY DISCLAIMS AND ANY ANCILLARY AGREEMENT (AS MODIFIED BY THE SCHEDULES HERETO AND THERETO), THE ED&F PARTIES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE MADE, COMMUNICATED OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP PARENT, EITHER MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING INCLUDING, ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP PARENT OR ANY OTHER PERSON EITHER MERGER SUB BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP ED&F OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, . THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY ED&F PARTIES MAKE NO REPRESENTATIONS OR HEREAFTER CONDUCTED, WARRANTIES TO PARENT OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, EITHER MERGER SUB REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER OR THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURETRANSFERRED COMPANIES.

No Other Representations or Warranties. (A) EXCEPT FOR AS EXPRESSLY SET FORTH IN THIS ARTICLE 10, THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER PERSONWARRANTIES, HAS MADEINCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF QUALITY, MAKES MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR SHALL BE DEEMED WARRANTY OF NON-INFRINGEMENT OR AS TO MAKE THE VALIDITY OF ANY PATENTS. EACH PARTY HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THAT THE ATLAS GROUP RESEARCH, DEVELOPMENT, MANUFACTURE OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE COMMERCIALIZATION OF ANY MEMBER OF THE APL GROUP COMPOUND OR ANY OF ITS AFFILIATES)PRODUCT, IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM INCLUDING PURSUANT TO THIS AGREEMENT, THE FORMATION AGREEMENTWILL BE SUCCESSFUL, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY THAT ANY REGULATORY APPROVAL OR HEREAFTER CONDUCTEDMARKETING APPROVAL WILL BE OBTAINED, OR THAT ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING PARTICULAR SALES LEVEL WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF ANY COMPOUND OR PRODUCT WILL BE ACHIEVED. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROBABLE SUCCESS TESARO MAKES NO REPRESENTATION OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WARRANTY WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSANY PRODUCT, OPERATIONS COMPONENT OR FINANCIAL CONDITION PASTACTIVE PHARMACEUTICAL INGREDIENT CONTROLLED BY COMPANY OR A THIRD PARTY (FOR CLARITY, PRESENT OR FUTUREEXCLUDING A COMPOUND (AS DEFINED IN SECTION 1.30)) THAT COMPANY INCORPORATES INTO A COMBINATION PRODUCT.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY CONTAINED PROVIDED IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP TRANSACTIONS HEREUNDER ARE "AS IS" AND "WHERE IS," AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER BELLSOUTH NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESAFFILIATE, NOR ANY OTHER PERSONSELLER ENTITY, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONPERSON MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE, OR DESCRIPTION, EXPRESS OR IMPLIED, AT LAW INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE FITNESS OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTEDACQUIRED ASSET FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF TITLE OR NONINFRINGEMENT, AND SELLER ENTITIES HEREBY EXPRESSLY DISCLAIM THE SAME. WITHOUT LIMITING THE FOREGOING, NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN ADDITION TO THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT ARE MADE BY ANY SELLER ENTITY TO PURCHASER PURSUANT TO OR BY VIRTUE OF THE ASSETS LAUREL MOUNTAIN HAS OWNEDEXECUTION OR DELIVERY OF ANY XXXX OF SALE, NOW OWNS ASSIGNMENT AND ASSUMPTION AGREEMENT OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OTHER INSTRUMENT OR DOCUMENT EFFECTING ANY OF THE BUSINESS TRANSFERS AND ASSUMPTIONS PROVIDED FOR HEREIN OR BASED ON ANY FAILURE OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENTANY SUCH DOCUMENT EXPRESSLY TO DISCLAIM ANY REPRESENTATION OR WARRANTY, THE PROBABLE SUCCESS AND ANY REPRESENTATION OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT WARRANTY THAT WOULD OTHERWISE BE IMPLIED OR OTHERWISE EXIST IN CONNECTION WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREANY SUCH DOCUMENT IS HEREBY DISCLAIMED.

No Other Representations or Warranties. (Aa) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED MADE IN THIS ARTICLE III OF THIS AGREEMENT4, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESPARENT, HOLDCO LLC, MERGER SUB NOR ANY OTHER PERSONPERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PARENT OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, HAS MADEOPERATIONS, ASSETS, LIABILITIES OR CONDITIONS (FINANCIAL OR OTHERWISE) IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, AND EACH OF PARENT, HOLDCO LLC AND MERGER SUB HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING DISCLAIMER, NONE OF PARENT, HOLDCO LLC, MERGER SUB NOR ANY OTHER PERSON MAKES OR SHALL BE DEEMED TO MAKE HAS MADE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP COMPANY OR ANY OF ITS AFFILIATES)AFFILIATES OR REPRESENTATIVES WITH RESPECT TO (I) ANY FINANCIAL PROJECTION, IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAINFORECAST, THE LMM AGREEMENTESTIMATE, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY BUDGET OR HEREAFTER CONDUCTED, PROSPECT INFORMATION RELATING TO PARENT OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES; OR (II) EXCEPT FOR THE ASSETS LAUREL MOUNTAIN HAS OWNEDREPRESENTATIONS AND WARRANTIES MADE BY PARENT, NOW OWNS HOLDCO LLC OR MAY MERGER SUB IN THIS ARTICLE 4, ANY ORAL OR WRITTEN INFORMATION PRESENTED TO THE COMPANY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION COURSE OF THE BUSINESS THEIR DUE DILIGENCE INVESTIGATION OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENTPARENT OR ITS SUBSIDIARIES, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE NEGOTIATION OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREIN THE COURSE OF THE CONTEMPLATED TRANSACTIONS.

No Other Representations or Warranties. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW ) WHATSOEVER TO BUYER OR IN EQUITY, PARENT AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP BUYER, PARENT OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER OR PARENT BY ANY MEMBER DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, TRUSTEE, BENEFICIARY, SETTLOR, OR REPRESENTATIVE OF THE ATLAS GROUP SELLER OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP SELLER INDEMNIFIED PARTIES OR ANY OF ITS AFFILIATESAFFILIATE THEREOF), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN . EXCEPT AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT AND TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER AND EACH OF THE SELLER INDEMNIFIED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED) TO BUYER OR PARENT REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS COMPANY GROUP. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) IS MADE BY SELLER OR ANY OF LAUREL MOUNTAIN AFTER THE DATE SELLER INDEMNIFIED PARTIES TO BUYER OR PARENT AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OF THIS AGREEMENT ANY ASSETS OF THE COMPANY GROUP, AND SELLER AND THE SELLER INDEMNIFIED PARTIES ARE NOT MAKING ANY REPRESENTATIONS OR OTHERWISE WARRANTIES OF ANY KIND WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSANY PROJECTIONS, OPERATIONS ESTIMATES, BUDGETS OR FINANCIAL CONDITION PAST, PRESENT FORECASTS HERETOFORE DELIVERED OR FUTUREMADE AVAILABLE TO BUYER OR PARENT RELATING TO THE COMPANY GROUP.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF THIS AGREEMENT, II OR IN ANY ANCILLARY DOCUMENT NONE OF SELLER, THE APL PARTIES MINORITY SHAREHOLDERS, THE TRANSFERRED COMPANIES, THEIR RESPECTIVE AFFILIATES, OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESOFFICERS, NOR TRUSTEES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO PERSON MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWARRANTY, EXPRESS OR IMPLIED, AT LAW WRITTEN OR IN EQUITYORAL, AND EACH APL PARTYSELLER HEREBY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE), EACH OTHER MEMBER WITH RESPECT TO THE SHARES, THE TRANSFERRED COMPANIES, THE ASSETS OF THE APL GROUPTRANSFERRED COMPANIES, THE LIABILITIES OF THE TRANSFERRED COMPANIES, THE BUSINESS OF THE TRANSFERRED COMPANIES, OR THE EXECUTION AND EACH DELIVERY OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR OR THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY REPRESENTATIONOTHER MATTER WHATSOEVER, WARRANTYNOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER AFFILIATE OF THE ATLAS GROUP BUYER, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY PROJECTIONS OR DUE DILIGENCE REPORTS) BY SELLER, THE MINORITY SHAREHOLDERS, THE TRANSFERRED COMPANIES, OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, TRUSTEES, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION ANY ONE OR MORE OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF FOREGOING. BUYER ACKNOWLEDGES AND AGREES THAT IN ENTERING INTO THIS AGREEMENT AND ANY ANCILLARY DOCUMENTS TO WHICH IT IS A PARTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IT IS ONLY RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE II OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSIN ANY ANCILLARY DOCUMENT. NOTWITHSTANDING THE FOREGOING, OPERATIONS NOTHING IN THIS SECTION 2.21 OR FINANCIAL CONDITION PASTELSEWHERE IN THIS AGREEMENT LIMITS ANY CLAIM, PRESENT RIGHT OR FUTUREREMEDY THAT A PERSON MAY HAVE AGAINST ANOTHER PERSON FOR FRAUD.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF THIS AGREEMENTV (AS MODIFIED BY THE PARENT DISCLOSURE SCHEDULES), NONE OF NEITHER THE APL PARTIES PARENT, MERGER SUB NOR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY THE PARENT OR THE MERGER SUB OR ANY MEMBER OF THEIR AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE APL GROUP NOR PARENT OR MERGER SUB OR THE TRANSACTION, AND THE PARENT AND THE MERGER SUB (ON BEHALF OF THEMSELVES AND THEIR AFFILIATES) DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE PARENT OR MERGER SUB, ANY AFFILIATE THEREOF OR ANY OF THEIR RESPECTIVE REPRESENTATIVESOFFICERS, NOR ANY OTHER PERSONDIRECTORS, HAS EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY SUCH REPRESENTATION OR WARRANTY TO ANY MEMBER OF MAY NOT BE RELIED UPON BY THE ATLAS GROUP COMPANY OR ANY OTHER PERSON, EXPRESS OF ITS SUBSIDIARIES OR IMPLIED, AT LAW SELLERS OR IN EQUITY, ANY OF THEIR AFFILIATES AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY PARENT OR MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE V (AS MODIFIED BY THIS AGREEMENT EXPRESSLY DISCLAIMS THE DISCLOSURE SCHEDULES), PARENT AND MERGER SUB (ON BEHALF OF THEMSELVES AND THEIR AFFILIATES) HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OPINION, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO SELLERS OR THE COMPANY OR ANY MEMBER OF THE ATLAS GROUP ITS SUBSIDIARIES OR THEIR AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THEM BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF PARENT OR MERGER SUB OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF AFFILIATES). THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE DISCLOSURE OF ANY MEMBER OF THE APL GROUP MATTER OR ITEM IN ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR SCHEDULE SHALL NOT BE DEEMED TO CONSTITUTE AN ACKNOWLEDGMENT THAT ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT SUCH MATTER IS REQUIRED TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREBE DISCLOSED.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENTAGREEMENT (AS MODIFIED BY THE PARENT DISCLOSURE SCHEDULE) AND THE ANCILLARY AGREEMENTS, NONE OF THE APL PARTIES SELLERS OR ANY MEMBER OF OTHER PERSON MAKES ANY (A) OTHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, REPRESENTATION OR WARRANTY WITH RESPECT TO THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESSELLERS, NOR THE ACQUIRED ASSETS, THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, THE ASSUMED LIABILITIES AND ANY OTHER PERSONRIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE INCLUDING ANY REPRESENTATION OR WARRANTY TO ANY MEMBER REGARDING (I) THE CLASSIFICATION UNDER THE HARMONIZED TARIFF SCHEDULES OF THE ATLAS GROUP UNITED STATES OF ANY MERCHANDISE IMPORTED BY ANY SELLER OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES SET FORTH IN ANY PURCHASE ORDER ISSUED BY ANY SELLER OR THEIR RESPECTIVE AFFILIATES RELATED TO THE IMPORTATION OF SUCH MERCHANDISE OR (II) ANY OTHER INFORMATION USED BY ANY SELLER OR THEIR RESPECTIVE AFFILIATES TO IMPORT MERCHANDISE OR (B) IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE FOREGOING, AND THE SELLERS DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ANY OF THE SELLERS OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT EXPRESSLY DISCLAIMS (AS MODIFIED BY THE PARENT DISCLOSURE SCHEDULE) AND THE ANCILLARY AGREEMENTS, THE SELLERS HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP BUYER OR ANY OF THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING INCLUDING, (X) ANY OPINION, INFORMATION, PROJECTION OR ADVICE IN THE CONFIDENTIAL INFORMATION MEMORANDUM PROVIDED TO BUYER OR THAT MAY HAVE OTHERWISE BEEN OR MAY BE PROVIDED TO BUYER BY ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP SELLERS OR ANY OF ITS AFFILIATES)THEIR AFFILIATES OR REPRESENTATIVES, IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, (Y) ANY CLASSIFICATION UNDER THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY HARMONIZED TARIFF SCHEDULES OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS UNITED STATES OF ANY MERCHANDISE IMPORTED BY ANY SELLER OR MAY THEIR RESPECTIVE AFFILIATES SET FORTH IN THE FUTURE OWN, INCLUDING WITH RESPECT ANY PURCHASE ORDER ISSUED BY ANY SELLER OR THEIR RESPECTIVE AFFILIATES RELATED TO THE OPERATION IMPORTATION OF SUCH MERCHANDISE AND (Z) ANY OTHER INFORMATION USED BY ANY SELLER OR THEIR RESPECTIVE AFFILIATES TO IMPORT MERCHANDISE). THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES TO BUYER OR ITS AFFILIATES REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER OR THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREACQUIRED ASSETS.

No Other Representations or Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (A) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III HEREOF AND IN THE CERTIFICATE REFERRED TO IN SECTION 2.03(a)(iv) HEREOF ARE AND WILL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO PARENT AND MERGER SUB IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS AND (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED REFERRED TO IN ARTICLE III OF THIS AGREEMENTTHE IMMEDIATELY PRECEDING CLAUSE (A), NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESHOLDCO, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN FOREGOING PERSONS’ RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EQUITYHOLDERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS HAS OWNED, NOW OWNS MADE OR MAY IN THE FUTURE OWN, MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY (INCLUDING WITH RESPECT ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE OPERATION VALUE, CONDITION, QUANTITY, QUALITY, MERCHANTABILITY, SUITABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE), STATUTORY OR OTHERWISE, OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF ANY NATURE IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSAND THE TRANSACTIONS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREAND ANY SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

No Other Representations or Warranties. (A) THE WARRANTIES SPECIFIED IN THIS AGREEMENT ARE THE ONLY WARRANTIES MADE BY TSG WITH RESPECT TO THE TSG SOFTWARE AND SERVICES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED AS OTHERWISE SPECIFIED IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY TSG SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." THERE ARE NO OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWARRANTIES, EXPRESS OR IMPLIED, AT BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT WHICH IS NOT CONTAINED IN EQUITYTHIS AGREEMENT, AND EACH APL PARTYINCLUDING, EACH OTHER MEMBER WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE APL GROUPHARDWARE, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY TSG SOFTWARE OR DATA, OR TSG SERVICES, SHALL BE DEEMED TO BE A WARRANTY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PURPOSE OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) GIVE RISE TO ANY MEMBER LIABILITY OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING TSG. WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENTHYATT SOFTWARE PROVIDED HEREUNDER, THE PROBABLE SUCCESS CUSTOMER ACKNOWLEDGES AND AGREES THAT HYATT MAKES NO REPRESENTATIONS, WARRANTIES OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE GUARANTEES WHATSOEVER WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSTHE HYATT SOFTWARE, OPERATIONS ITS FITNESS, CONDITION OR FINANCIAL CONDITION PASTTHE RESULTS TO BE OBTAINED FROM ITS USE. HYATT SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, PRESENT OR FUTUREFITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THE HYATT SOFTWARE.

No Other Representations or Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY HEARTLAND IN THIS ARTICLE 3, NEITHER HEARTLAND NOR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO LIABILITIES, CONDITIONS (AFINANCIAL OR OTHERWISE) OR PROSPECTS, AND HEARTLAND HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING DISCLAIMER, NEITHER HEARTLAND NOR ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO BVBC OR ANY OF ITS AFFILLIATES OR REPRESENTATIVES WITH RESPECT TO (i) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR PROSPECTIVE INFORMTAION RELATING TO HEARTLAND, ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OR (ii) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED MADE BY HEARTLAND IN THIS ARTICLE III OF THIS AGREEMENT3, NONE OF THE APL PARTIES ANY ORAL OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED WRITTEN INFORMATION PRESENTED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP BVBC OR ANY OF ITS AFFILIATES), AFFILIATES OR REPRESENTATIVES IN ALL CASES IN RESPECT THE COURSE OF APL SUB’S INTEREST IN LAUREL MOUNTAINTHEIR DUE DILIGENCE INVESTIGATION OF HEARTLAND BY BVBC, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE NEGOTIATION OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREIN THE COURSE OF THE TRANSACTIONS CONTEMPLATED HEREBY.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY CONTAINED SET FORTH IN THIS ARTICLE III OF THIS AGREEMENTAND IN THE DISCLOSURE SCHEDULE, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, (I) SELLER MAKES OR SHALL BE DEEMED TO MAKE ANY NO REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER (II) THERE ARE NO EXPRESS OR IMPLIED CONDITIONS IN RESPECT OF SELLER OR THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP COMPANY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE SUFFICIENCY, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH ASSETS, AND (III) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER CONCERNING THE EXISTENCE, NATURE, LOCATION, AMOUNT OR VALUE OF ANY MINERALIZATION, MINERAL RESERVES OR RESOURCES OR WHETHER ANY NECESSARY PERMITS CAN BE OBTAINED IN A TIMELY MANNER OR WHETHER ANY MINING CAN BE DONE ECONOMICALLY OR AS TO THE COST OR TIME REQUIRED TO OPERATE AND MAINTAIN ANY MINE OR PERFORM RECLAMATION, AND ANY SUCH IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS ARE HEREBY EXPRESSLY DISCLAIMED. ONLY PURCHASER AND PURCHASER’S SUCCESSORS AND PERMITTED ASSIGNS MAY RELY ON THE REPRESENTATIONS SET FORTH IN ARTICLE III. PURCHASER FURTHER ACKNOWLEDGES AND AGREES, FOR ITSELF AND ITS AFFILIATES THAT NONE OF SELLER, THE COMPANY NOR ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO THE PURCHASER OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED RESULTING FROM THE DISTRIBUTION TO ANY MEMBER OF THE ATLAS GROUP PURCHASER OR ANY OTHER PERSON BY PURCHASER PARTY, OR THE PURCHASER'S USE OF, ANY REPRESENTATIVE OF ANY MEMBER OF INFORMATION, DOCUMENT OR MATERIAL MADE AVAILABLE TO THE APL GROUP PURCHASER OR ANY OF ITS AFFILIATES)REPRESENTATIONS IN THE DATA ROOM, IN ALL CASES PRESENTATIONS OR IN RESPECT OF APL SUB’S INTEREST ANY OTHER FORM IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY EXPECTATION OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND THE PROBABLE SUCCESS PURCHASER HAS NOT RELIED ON ANY SUCH INFORMATION, DOCUMENT OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREMATERIAL.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED SET FORTH IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTYArticle 3, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY KEY STOCKHOLDER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT MADE OR INFORMATION MADE OR COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP PARENT, MERGER SUB AND/OR ANY REPRESENTATIVE OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON PARENT (INCLUDING ANY OPINION, INFORMATIONINFORMATION OR ADVICE, PROJECTION OR ADVICE THAT WHICH MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP PARENT, MERGER SUB OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF PARENT BY ANY MEMBER DIRECT OR INDIRECT EQUITY HOLDER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTING FIRM, LEGAL COUNSEL OR OTHER AGENT, CONSULTANT, OR REPRESENTATIVE OF THE APL GROUP COMPANY OR ANY STOCKHOLDER THEREOF, OR ANY RESPECTIVE AFFILIATE OF THE COMPANY OR ANY STOCKHOLDER THEREOF). NO KEY STOCKHOLDER MAKES ANY REPRESENTATION OR WARRANTY TO THE PARENT OR MERGER SUB EXCEPT AS CONTAINED IN THIS Article 3, AND ANY AND ALL STATEMENTS MADE OR INFORMATION COMMUNICATED BY ANY STOCKHOLDER OF THE COMPANY, THE COMPANY OR ANY OF ITS AFFILIATESTHEIR AFFILIATES OR REPRESENTATIVES OUTSIDE OF THIS AGREEMENT (INCLUDING BY WAY OF PROJECTIONS, DOCUMENTS PROVIDED IN RESPONSE TO THE PARENT’S OR MERGER SUB’S DILIGENCE REQUESTS (INCLUDING ANY DOCUMENTS POSTED IN AN ELECTRONIC OR VIRTUAL DATA ROOM) AND ANY MANAGEMENT PRESENTATIONS PROVIDED OR OTHERWISE MADE AVAILABLE TO PARENT OR MERGER SUB), WHETHER VERBALLY OR IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAINWRITING, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT ARE DEEMED TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF HAVE BEEN SUPERSEDED BY THIS AGREEMENT, THE PROBABLE SUCCESS IT BEING INTENDED THAT NO SUCH PRIOR OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE CONTEMPORANEOUS STATEMENTS OR COMMUNICATIONS OUTSIDE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURESHALL SURVIVE THE EXECUTION AND DELIVERY HEREOF.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III II, PARENT MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND PARENT HEREBY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING ANY WARRANTY OF THIS AGREEMENTMERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE), NONE OF WHETHER BY PARENT, THE APL PARTIES OTHER SELLERS, THE TRANSFERRED COMPANIES, THEIR AFFILIATES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESOFFICERS, NOR ANY OTHER PERSONDIRECTORS, HAS MADEEMPLOYEES, MAKES AGENTS OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP REPRESENTATIVES OR ANY OTHER PERSON, EXPRESS OR IMPLIEDWITH RESPECT TO THE TRANSFERRED COMPANIES, AT LAW OR IN EQUITYTHE BUSINESS, AND EACH APL PARTYTHE SHARES, EACH OTHER MEMBER THE BUSINESS ASSETS, THE LIABILITIES OF THE APL GROUP, BUSINESS OR THE EXECUTION AND EACH DELIVERY OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR OR THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR ANY REPRESENTATIONOTHER MATTER WHATSOEVER, WARRANTYNOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER AFFILIATE OF THE ATLAS GROUP BUYER OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY OPINIONPROJECTIONS OR DUE DILIGENCE REPORTS) BY PARENT, INFORMATIONTHE OTHER SELLERS, PROJECTION THE TRANSFERRED COMPANIES, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION ANY ONE OR MORE OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF FOREGOING. BUYER ACKNOWLEDGES THAT IN ENTERING INTO THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREAND THE TRANSACTIONS CONTEMPLATED HEREBY IT IS NOT RELYING ON ANY INFORMATION OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE II. NOTHING HEREIN SHALL LIMIT THE LIABILITY OF ANY PARTY FOR INTENTIONAL FRAUD.

No Other Representations or Warranties. MDH, ON BEHALF OF ITSELF AND ITS AFFILIATES, INCLUDING THE SPONSOR, ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED MADE BY BLOCKER IN THIS ARTICLE V OR IN ANY ANCILLARY AGREEMENT AND BY THE COMPANY IN ARTICLE III OF THIS IV OR IN ANY ANCILLARY AGREEMENT, NONE OF NEITHER THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESBLOCKER, NOR ANY AFFILIATE THEREOF OR ANY OTHER PERSON, HAS MADE, PERSON MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY MEMBER OF THE ATLAS GROUP BLOCKER OR ANY OTHER PERSON, EXPRESS PERSON OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONBUSINESSES, WARRANTYOPERATIONS, STATEMENT ASSETS, LIABILITIES, CONDITION (FINANCIAL OR INFORMATION MADE OTHERWISE) OR COMMUNICATED (ORALLY PROSPECTS, NOTWITHSTANDING THE DELIVERY OR IN WRITING) DISCLOSURE TO ANY MEMBER OF MDH, THE ATLAS GROUP SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED INFORMATION WITH RESPECT TO ANY MEMBER ONE OR MORE OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR FOREGOING, AND (B) NEITHER MDH NOR ANY OF ITS AFFILIATES), INCLUDING THE SPONSOR, RELIED ON ANY REPRESENTATION OR WARRANTY FROM OR ANY OTHER INFORMATION PROVIDED BY BLOCKER OR ANY AFFILIATE THEREOF, INCLUDING ANY GROUP COMPANY OR ANY BLOCKER OWNER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY BLOCKER IN ALL CASES THIS ARTICLE V OR IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM ANY ANCILLARY AGREEMENT, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY BLOCKER. NOTWITHSTANDING ANYTHING TO THE FORMATION CONTRARY IN THIS AGREEMENT, THE BUSINESS NOTHING IN THIS SECTION 5.12 SHALL LIMIT ANY CLAIM OR CAUSE OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY ACTION (OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY RECOVERY IN THE FUTURE OWN, INCLUDING CONNECTION THEREWITH) WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREFRAUD.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENT, NONE NEITHER SELLER NOR EITHER OF THE APL PARTIES COMPANIES MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY MEMBER IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY, OR SUITABILITY AS TO ANY OF THE APL GROUP NOR PROPERTIES OR ASSETS EMPLOYED BY ROYAL XXXXXXX), AND SELLER, ON BEHALF OF ITSELF AND THE OTHER COMPANIES HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY, WHETHER BY SELLER, THE COMPANIES OR ANY OF THEIR RESPECTIVE REPRESENTATIVESOFFICERS, NOR ANY OTHER PERSONDIRECTORS, HAS MADEEMPLOYEES, MAKES AGENTS OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP REPRESENTATIVES OR ANY OTHER PERSON, EXPRESS WITH RESPECT TO THE EXECUTION, DELIVERY OR IMPLIED, AT LAW PERFORMANCE BY SELLER OF THIS AGREEMENT OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER PXG CANADA OF THE APL GROUPPXG CANADA TRANSFER AGREEMENT OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ANY OF ITS OFFICERS, AND EACH DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON OF THEIR RESPECTIVE AFFILIATES ANY DOCUMENTATION OR OTHER INFORMATION BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONSELLER, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP COMPANIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING WITH RESPECT TO ANY OPINIONONE OR MORE OF THE FOREGOING. WITHOUT LIMITING THE FOREGOING, INFORMATIONIT IS UNDERSTOOD THAT ANY ESTIMATES, PROJECTION PROJECTIONS OR ADVICE OTHER PREDICTIONS CONTAINED OR REFERRED TO IN THE OFFERING MATERIALS THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER BUYER ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURESELLER.

No Other Representations or Warranties. BUYER ACKNOWLEDGES AND AGREES THAT (AI) SELLER IS THE MERE CUSTODIAN OF, AND TOOK NO ADVERSE ACTION REGARDING, THE PURCHASED ASSETS DURING THE SELLER CUSTODY PERIOD, (II) PRIOR TO THE SELLER ACQUISITION DATE, CLINICAL DEVELOPMENT OF VEPOLOXAMER AND/OR THE PRODUCT WAS DISCONTINUED AND ALL CLINICAL STUDIES OF VEPOLOXAMER AND/OR THE PRODUCT WERE WOUND DOWN AFTER FAILURE TO ACHIEVE PRIMARY EFFICACY ENDPOINTS, (III) IT HAS MADE ITS OWN INQUIRY AND INVESTIGATION INTO, AND, BASED THEREON, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING SELLER, THE PURCHASED ASSETS, THE PRODUCT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE ASSUMED LIABILITIES, AND ANY OTHER ASSETS, RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND (IV) IT HAS BEEN FURNISHED WITH, OR GIVEN ADEQUATE ACCESS TO, SUCH INFORMATION ABOUT SELLER, THE PURCHASED ASSETS, THE PRODUCT, THE ASSUMED LIABILITIES, AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AS IT HAS REQUESTED. EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED MADE BY SELLER IN ARTICLE III OF THIS AGREEMENT3 ABOVE, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, (I) BUYER ACKNOWLEDGES AND AGREES THAT (A) SELLER IS NOT MAKING AND HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE NOT MADE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWARRANTY, EXPRESS EXPRESSED OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUBTHE PURCHASED ASSETS, SELLER, SELLER’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTEDAFFILIATES, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNEDSELLER’S OR ITS AFFILIATES’ RESPECTIVE BUSINESSES, NOW OWNS ASSETS, LIABILITIES, OPERATIONS, PROSPECTS, OR MAY IN THE FUTURE OWNCONDITION (FINANCIAL OR OTHERWISE), INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY ASSETS, THE OPERATION NATURE OR EXTENT OF ANY LIABILITIES, THE PROSPECTS OF THE BUSINESS OF LAUREL MOUNTAIN AFTER PURCHASED ASSETS OR THE DATE OF THIS AGREEMENTPRODUCT, THE PROBABLE EFFECTIVENESS OR THE SUCCESS OF ANY OPERATIONS, OR PROFITABILITY THE ACCURACY OR COMPLETENESS OF ANY CONFIDENTIAL INFORMATION MEMORANDA, DOCUMENTS, PROJECTIONS, MATERIAL OR OTHER INFORMATION (FINANCIAL OR OTHERWISE) REGARDING THE BUSINESS PURCHASED ASSETS OR THE PRODUCT, SELLER OR SELLER’S AFFILIATES FURNISHED TO PURCHASER OR ITS REPRESENTATIVES OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN ANY FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY, OR IN RESPECT OF LAUREL MOUNTAIN AFTER THE DATE ANY OTHER MATTER WHATSOEVER, AND (B) NO OFFICER, AGENT, REPRESENTATIVE OR EMPLOYEE OF SELLER OR ANY OF SELLER’S AFFILIATES HAS ANY AUTHORITY, EXPRESS OR IMPLIED, TO MAKE ANY REPRESENTATIONS, WARRANTIES, OR AGREEMENTS NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT AND SUBJECT TO THE LIMITED REMEDIES HEREIN PROVIDED; (II) BUYER SPECIFICALLY DISCLAIMS THAT IT IS RELYING UPON OR OTHERWISE WITH RESPECT HAS RELIED UPON ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES THAT MAY HAVE BEEN MADE BY ANY PERSON, AND ACKNOWLEDGES AND AGREES THAT SELLER HAS SPECIFICALLY DISCLAIMED AND DOES HEREBY SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATION OR WARRANTY MADE BY ANY PERSON; (III) BUYER SPECIFICALLY DISCLAIMS ANY OBLIGATION OR DUTY BY SELLER TO LAUREL MOUNTAIN’S BUSINESSMAKE ANY DISCLOSURES OF FACT NOT REQUIRED TO BE DISCLOSED PURSUANT TO THE SPECIFIC REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3 ABOVE; AND (IV) BUYER IS ACQUIRING THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES IN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURESUBJECT ONLY TO THE SPECIFIC REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3 ABOVE.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AS SPECIFICALLY AND WARRANTIES EXPRESSLY CONTAINED SET FORTH IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, (I) SELLER MAKES OR SHALL BE DEEMED TO MAKE ANY NO REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTYRELATING TO THE PURCHASED ASSETS, EACH OTHER MEMBER OF OR THE APL GROUPASSUMED LIABILITIES, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO VALUE, MERCHANTABILITY, FITNESS FOR ANY REPRESENTATIONA PARTICULAR PURPOSE OR FOR ORDINARY PURPOSES, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON MATTER, (INCLUDING ANY OPINIONII) SELLER MAKES NO, INFORMATIONAND HEREBY DISCLAIMS ANY, PROJECTION OTHER REPRESENTATION OR ADVICE THAT MAY HAVE BEEN PROVIDED WARRANTY REGARDING THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES AND (III) THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES BEING TRANSFERRED TO ANY MEMBER PURCHASER ARE CONVEYED ON AN "AS IS, WHERE IS" BASIS AS OF THE ATLAS GROUP CLOSING, AND PURCHASER SHALL RELY UPON ITS OWN EXAMINATION THEREOF. IT IS ACKNOWLEDGED AND AGREED THAT NO REVIEW OR ANY OTHER PERSON INVESTIGATION BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP PURCHASER SHALL BE DEEMED TO LIMIT OR OTHERWISE QUALIFY ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY SELLER'S REPRESENTATIONS OR HEREAFTER CONDUCTED, WARRANTIES TO PURCHASER OR OTHERWISE LIMIT OR IMPAIR ANY OF THE ASSETS LAUREL MOUNTAIN RIGHT PURCHASER HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENTSELLER INCLUDING, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT WITHOUT LIMITATION, PURSUANT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREARTICLE V HEREOF.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV, NEITHER PARENT, THE RETAINED SUBSIDIARIES NOR ANY OF THE ACQUIRED ENTITIES NOR ANY OTHER PERSON MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ENTITIES, OR THE BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE ACQUIRED ENTITIES OR THE NEGOTIATION, EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT BY PARENT, THE U.S. COMPANY, AND CANADA/U.K. LLC. THE BUYING PARTIES ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY CONTAINED PROVIDED IN ARTICLE III OF THIS AGREEMENT, NONE PARENT, THE U.S. COMPANY, AND CANADA/U.K. LLC HAVE NOT MADE, AND PARENT, THE U.S. COMPANY, AND CANADA/U.K. LLC HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE BUYING PARTIES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE BUYING PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST EACH OF PARENT, THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF U.S. COMPANY, AND CANADA/U.K. LLC, THEIR AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVESREPRESENTATIVES IN CONNECTION WITH, NOR THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER PERSONMATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO THE BUYING PARTIES AND THEIR RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF PARENT, HAS MADETHE U.S. COMPANY, MAKES OR SHALL BE DEEMED TO MAKE AND CANADA/U.K. LLC. WITHOUT LIMITING THE FOREGOING, PARENT, THE U.S. COMPANY, AND CANADA/U.K. LLC ARE NOT MAKING ANY REPRESENTATION OR WARRANTY TO THE BUYING PARTIES WITH RESPECT TO ANY MEMBER FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE ATLAS GROUP ACQUIRED ENTITIES OR ANY OTHER PERSONSUBSET THEREOF. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF PARENT, EXPRESS THE U.S. COMPANY, OR IMPLIEDCANADA/U.K. LLC TO THE BUYING PARTIES OR THEIR RESPECTIVE REPRESENTATIVES, AT LAW OR THE BUYING PARTIES ACKNOWLEDGE THAT (I) THERE ARE UNCERTAINTIES INHERENT IN EQUITYATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (II) THE BUYING PARTIES ARE FAMILIAR WITH SUCH UNCERTAINTIES, (III) THE BUYING PARTIES ARE TAKING FULL RESPONSIBILITY FOR MAKING THEIR OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (IV) THE BUYING PARTIES SHALL HAVE NO CLAIM AGAINST ANY OF PARENT, THE U.S. COMPANY, AND EACH APL PARTYCANADA/U.K. LLC, EACH OTHER MEMBER OF THE APL GROUPRETAINED SUBSIDIARIES, AND EACH OF ANY ACQUIRED ENTITY OR THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURETHERETO.

No Other Representations or Warranties. (A) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED MADE BY SELLER IN ARTICLE III OF THIS AGREEMENT, THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE EXHIBITS AND SCHEDULES HERETO AND THE CERTIFICATES DELIVERED PURSUANT HERETO, NONE OF THE APL PARTIES SELLER, US SELLER, ANY GROUP COMPANY OR AFFILIATE OR REPRESENTATIVE THEREOF OR ANY MEMBER OF THE APL GROUP NOR OTHER PERSON MAKES ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES EXPRESS OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WITH RESPECT TO ANY MEMBER OF SELLER, THE ATLAS GROUP COMPANIES OR ANY OTHER PERSON, EXPRESS PERSON OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONBUSINESSES, WARRANTYOPERATIONS, STATEMENT ASSETS, LIABILITIES, CONDITION (FINANCIAL OR INFORMATION MADE OTHERWISE) OR COMMUNICATED (ORALLY PROSPECTS, NOTWITHSTANDING THE DELIVERY OR IN WRITING) DISCLOSURE TO ANY MEMBER OF THE ATLAS GROUP PURCHASER OR ANY OF THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING OF ANY OPINIONDOCUMENTATION, INFORMATIONFORECASTS, PROJECTION PROJECTIONS OR ADVICE THAT MAY HAVE BEEN PROVIDED OTHER INFORMATION WITH RESPECT TO ANY MEMBER ONE OR MORE OF THE ATLAS FOREGOING, ABSENT ACTUAL FRAUD. NEITHER SELLER, US SELLER, ANY GROUP COMPANY OR AFFILIATE OR REPRESENTATIVE THEREOF OR ANY OTHER PERSON BY SHALL HAVE OR BE SUBJECT TO ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP LIABILITY OR INDEMNIFICATION OBLIGATION TO PURCHASER OR ANY OF ITS AFFILIATES)AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON OR FROM THE USE BY PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON OR OTHERWISE WITH RESPECT TO, IN ALL CASES (A) ANY PROJECTIONS, ESTIMATES, TRENDS OR BUDGETS IN RESPECT OF APL SUB’S INTEREST THE GROUP COMPANIES, THEIR RESPECTIVE BUSINESSES OR THEIR RESPECTIVE INDUSTRIES OR GEOGRAPHIC AREAS IN LAUREL MOUNTAINWHICH ANY OF THEM OPERATE OR (B) ANY MATERIAL, DOCUMENTS OR INFORMATION RELATING TO ANY OF THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY GROUP COMPANIES MADE AVAILABLE OR HEREAFTER CONDUCTED, DISCLOSED TO PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON IN ANY ELECTRONIC DATA ROOM OR ANY INFORMATION MEMORANDUM, MANAGEMENT PRESENTATION, QUESTION AND ANSWER SESSION OR OTHERWISE, UNLESS AND THEN ONLY TO THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY EXTENT THAT ANY SUCH INFORMATION IS EXPRESSLY INCLUDED IN THE FUTURE OWNSCHEDULES OR EXHIBITS HERETO, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT, THE PROBABLE SUCCESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THE EXHIBITS AND SCHEDULES HERETO OR PROFITABILITY THE CERTIFICATES DELIVERED PURSUANT HERETO. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT, THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE EXHIBITS AND SCHEDULES HERETO AND THE CERTIFICATES DELIVERED PURSUANT HERETO, ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE ARE SPECIFICALLY DISCLAIMED BY SELLER, THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSGROUP COMPANIES, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREANY AFFILIATE AND REPRESENTATIVE THEREOF AND ANY OTHER PERSON.

No Other Representations or Warranties. (A) EXCEPT FOR THE SELLER’S COVENANTS, REPRESENTATIONS AND WARRANTIES AS EXPRESSLY CONTAINED SET FORTH IN ARTICLE III OF THIS AGREEMENT, NONE RESTATED AGREEMENT AND/OR IN ANY OF THE APL PARTIES OR ANY MEMBER DOCUMENTS TO BE EXECUTED AND DELIVERED BY SELLER AS OF THE APL GROUP NOR CLOSE OF ESCROW (COLLECTIVELY, “SELLER’S CLOSING DOCUMENTS”), BUYER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT SELLER HAS NOT MADE AND IS NOT NOW MAKING, AND SELLER SPECIFICALLY DISCLAIMS, ANY AND ALL, REPRESENTATIONS, WARRANTIES OR GUARANTIES OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES KIND OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONCHARACTER, EXPRESS OR IMPLIED, AT LAW ORAL OR IN EQUITYWRITTEN, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO (I) MATTERS OF TITLE, (II) ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY PORTION THEREOF (INCLUDING, WITHOUT LIMITATION, THE EXISTENCE OF MOLD, WATER DAMAGE, FUNGI, BACTERIA AND/OR OTHER BIOLOGICAL GROWTH OR BIOLOGICAL GROWTH FACTORS), (III) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES, (IV) WHETHER, AND TO THE EXTENT TO WHICH, THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING, (VII) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (VIII) THE AVAILABILITY OF UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWER, GAS, TELEPHONE AND ELECTRICITY, (IX) USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (XI) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTIONS, SUITABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, (XII) INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RESTRICTIONS, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (XIII) THE PRESENCE OF HAZARDOUS MATERIALS (AS DEFINED BELOW) IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY, (XIV) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS OR COVENANTS, INCLUDING WITHOUT LIMITATION RENT CONTROL AND AFFORDABLE HOUSING PROVISIONS, (XV) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (XVI) ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE PROPERTY OR ANY PORTION THEREOF, (XVII) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, (XVIII) THE STATUS OF THE CONVERSION OF THE PROPERTY TO CONDOMINIUM FORM OF OWNERSHIP, (XIX) THE EXISTENCE OR NONEXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, (XX) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (BUYER HEREBY AFFIRMING THAT BUYER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE, INCLUDING CONDOMINIUM OWNERSHIP), (XXI) TAX CONSEQUENCES (INCLUDING, BUT NOT LIMITED TO, THE AMOUNT, USE OR PROVISIONS RELATING TO ANY TAX CREDITS), OR (XXII) ANY OF THE OTHER MATTERS CONTEMPLATED TO BE INSPECTED OR INVESTIGATED BY IT, INCLUDING WITHOUT LIMITATION THOSE MATTERS THAT ARE DESCRIBED IN SECTION 8.5, BELOW.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY CONTAINED STATED IN ARTICLE III OF THIS AGREEMENT, NONE ARBIMED WILL WORK TO ENSURE, TO THE BEST OF OUR ABILITY, THAT THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESARBIMED SOFTWARE WILL BE OPERATIONAL AND SECURE. HOWEVER, NOR ANY OTHER PERSON, HAS MADE, ARBIMED MAKES OR SHALL BE DEEMED TO MAKE ANY NO REPRESENTATION OR WARRANTY TO ANY MEMBER (1) THAT CUSTOMERS USE OF THE ATLAS GROUP ARBIMED SOFTWARE WILL BE 100% SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE, (2) THAT CUSTOMER WILL BE ABLE TO HAVE ACCESS IN EVERY COUNTRY, ESPECIALLY IN THE ONES WHERE THERE IS INTERNET CENSORSHIP, (3) THAT THE SERVICE WILL ALWAYS MEET CUSTOMER’S SPECIFIC REQUIREMENTS, (4) THAT THE ARBIMED SOFTWARE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS, OR DATA NOT PROVIDED BY ARBIMED OR (5) ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE. THE WARRANTIES STATED IN THIS ARTICLE 5 ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY ARBIMED. THERE ARE NO OTHER PERSONWARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AT LAW INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS STATED IN EQUITYTHIS ARTICLE 5, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN ARBIMED SOFTWARE IS PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES)CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS FOR COMMERCIAL USE ONLY. FURTHER, EXCEPT AS EXPRESSLY STATED IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS ALL REPRESENTATIONS, AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSOTHERWISE, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREARE HEREBY EXPRESSLY EXCLUDED.

No Other Representations or Warranties. (Aa) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF 3, NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE PURCHASED ASSETS, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NONE OF THE APL PARTIES ASSUMED LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER OR ANY MEMBER OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESREPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE 3, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED, OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP BUYER OR ANY OF THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP SELLER OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY . SELLER MAKES NO REPRESENTATIONS OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT WARRANTIES TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER PURCHASED ASSETS OR THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREPRODUCT.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III OF THIS AGREEMENT, NONE OF V (AS QUALIFIED BY THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW PARENT DISCLOSURE LETTER) OR IN EQUITYANY CERTIFICATE, AND EACH APL PARTYSTATEMENT, EACH DOCUMENT OR OTHER MEMBER OF THE APL GROUPINSTRUMENT DELIVERED BY PARENT, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP A MERGER SUB OR ANY OF THEIR RESPECTIVE REPRESENTATIVES AFFILIATES PURSUANT TO THIS AGREEMENT, PARENT AND MERGER SUBS MAKE NO EXPRESS OR ANY OTHER PERSON (INCLUDING ANY OPINIONIMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PARENT, INFORMATION, PROJECTION MERGER SUBS OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ​ ​ ​ ANY OF ITS THEIR RESPECTIVE AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES, BUSINESSES, OPERATIONS, FUTURE REVENUE, PROFITABILITY OR SUCCESS, AND PARENT AND MERGER SUBS HEREBY DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY, IN CONNECTION WITH THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING HEREIN SHALL EXCUSE ANY FRAUD COMMITTED, OR OTHERWISE WITH IMPAIR OR PRECLUDE RECOVERY IN RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREOF FRAUD.

No Other Representations or Warranties. (Aa) Except for the representations and warranties of Seller contained in this Article III, none of Seller nor any other Person makes any other express or implied representation or warranty on behalf of Seller. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR IN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED CASE OF FRAUD OR IN ARTICLE III THE CASE OF ANY INDEMNIFICATION RIGHTS THAT MAY BE AVAILABLE TO PURCHASER UNDER Article VI OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NEITHER SELLER NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES ITS AFFILIATES WILL HAVE OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY SUBJECT TO ANY MEMBER LIABILITY OR INDEMNIFICATION OBLIGATION TO PURCHASER OR ANY OF THE ATLAS GROUP ITS AFFILIATES OR ANY OTHER PERSONPERSON RESULTING FROM THE MAKING AVAILABLE OR FAILING TO MAKE AVAILABLE TO PURCHASER OR ANY OF ITS AFFILIATES, OR ANY USE BY PURCHASER OR ANY OF ITS AFFILIATES OF, ANY INFORMATION, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIAL MADE AVAILABLE TO PURCHASER OR ANY OF ITS AFFILIATES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. PURCHASER ACKNOWLEDGES AND AGREES THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, IT HAS RELIED ON NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AT LAW BY OR ON BEHALF OF SELLER, OTHER THAN AS EXPRESSLY SET FORTH IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY SECTION 3.02; PROVIDED THAT NOTHING IN THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR SENTENCE SHALL AFFECT OR LIMIT ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT CLAIM PURCHASER MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREFRAUD.

No Other Representations or Warranties. (A) EXCEPT FOR AS EXPRESSLY SET FORTH HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE REPRESENTATIONS WHISPER VALLEY RANCH PARK IS SOLD AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES CONVEYED HEREUNDER “AS IS” WITH ANY AND ALL FAULTS AND LATENT AND PATENT DEFECTS WITHOUT ANY EXPRESS OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY TO BY THE DEVELOPER. THE DEVELOPER HAS NOT MADE AND DOES NOT HEREBY MAKE AND HEREBY SPECIFICALLY DISCLAIMS (EXCEPT AS EXPRESSLY SET FORTH HEREIN) ANY MEMBER REPRESENTATIONS OR WARRANTIES OF THE ATLAS GROUP ANY KIND OR ANY OTHER PERSONCHARACTER WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION WHISPER VALLEY RANCH PARK (OTHER THAN THE DEVELOPER’S SPECIAL WARRANTY OF TITLE CONTAINED IN THE DEED(S), ITS CONDITION (INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY REGARDING SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE), ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS, OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, AND THE DEVELOPER HEREBY DISCLAIMS AND RENOUNCES ANY OTHER REPRESENTATION OR WARRANTY. THE TERMS AND CONDITIONS OF THIS SECTION WILL EXPRESSLY SURVIVE THE TAKEDOWN, NOT MERGE WITH THE PROVISIONS OF ANY TAKEDOWN DOCUMENT AND BE INCORPORATED INTO THE DEED. THE CITY FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS SECTION WERE A MATERIAL FACTOR IN THE DEVELOPER’S DETERMINATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER CONSIDERATION FOR THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY TRANSFER OF THE BUSINESS OF LAUREL MOUNTAIN AFTER WHISPER VALLEY RANCH PARK TO THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURECITY.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENTAND ARTICLE IV, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR SELLERS MAKE ANY OTHER PERSON, HAS MADE, MAKES EXPRESS OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENTCOMPANIES (INCLUDING THEIR RESPECTIVE ASSETS, THE PROBABLE SUCCESS FINANCIAL CONDITION OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT BUSINESS) OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSANY OTHER INFORMATION PROVIDED TO THE BUYER (INCLUDING BY USE OF A “DATA ROOM” OR IN ANY EXECUTIVE SUMMARY), OPERATIONS AND THE SELLERS HEREBY DISCLAIM ANY OTHER REPRESENTATIONS OR FINANCIAL CONDITION PASTWARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, PRESENT THE SELLERS MAKE NO REPRESENTATION OR FUTURE.WARRANTY WHATSOEVER WITH RESPECT TO ANY PROJECTIONS AND OTHER FORECASTS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH PROJECTIONS AND OTHER FORECASTS). THE BUYER ACKNOWLEDGES AND AGREES THAT THE BUYER HAS NOT RELIED, AND IS NOT RELYING, AND WILL NOT ASSERT THAT IT IS RELYING, UPON ANY STATEMENT, WARRANTY OR REPRESENTATION (WHETHER WRITTEN OR ORAL) NOT EXPRESSLY MADE IN THIS AGREEMENT (AS QUALIFIED BY THE DISCLOSURE SCHEDULES AND EXHIBIT B). 25041432.12 Article V REAL ESTATE MATTERS

No Other Representations or Warranties. (A) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED MADE BY THE COMPANY IN THIS ARTICLE III OF THIS AGREEMENTIII, NONE OF OR THE APL PARTIES CERTIFICATES TO BE DELIVERED TO THE PARENT PURSUANT TO SECTION 7.01(G), NO GROUP COMPANY OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, AFFILIATE THEREOF NOR ANY OTHER PERSON, HAS MADE, PERSON MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY MEMBER OF THE ATLAS GROUP COMPANIES OR ANY OTHER PERSON, EXPRESS PERSON OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATIONBUSINESSES, WARRANTYOPERATIONS, STATEMENT ASSETS, LIABILITIES, CONDITION (FINANCIAL OR INFORMATION MADE OTHERWISE) OR COMMUNICATED (ORALLY PROSPECTS, NOTWITHSTANDING THE DELIVERY OR IN WRITING) DISCLOSURE TO ANY MEMBER OF THE ATLAS GROUP PARENT, THE MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP DOCUMENTATION, FORECASTS, PROJECTIONS OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING OTHER INFORMATION WITH RESPECT TO THE OPERATION ANY ONE OR MORE OF THE BUSINESS OF LAUREL MOUNTAIN AFTER FOREGOING. EXCEPT FOR REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE DATE OF COMPANY IN THIS AGREEMENTARTICLE III OR THE CERTIFICATES TO BE DELIVERED TO THE PARENT PURSUANT TO SECTION 7.01(F), ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE PROBABLE SUCCESS OR PROFITABILITY COMPANY. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUSINESS OF LAUREL MOUNTAIN AFTER PARENT AND THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSMERGER SUB The Parent and the Merger Sub, OPERATIONS OR FINANCIAL CONDITION PASTjointly and severally, PRESENT OR FUTURE.represent and warrant to the Company, as of the date hereof and as of the Closing, as follows:

No Other Representations or Warranties. (Aa) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING IN THIS ARTICLE 3, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT (i) EXCEPT FOR AS SET FORTH HEREIN OR IN ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO, THE REPRESENTATIONS PROPERTIES PRESENTLY OWNED BY THE PROPERTY OWNING ENTITIES ARE “AS IS, WHERE IS AND WARRANTIES WITH ALL FAULTS” AND (ii) EXCEPT AS EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENTSET FORTH HEREIN AND ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO, AS APPLICABLE, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR BUYER, ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP ITS AFFILIATES OR ANY OTHER PERSONPERSON IS RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AT LAW STATUTORY OR OTHERWISE, FROM COLONIAL REIT OR ANY DIRECT OR INDIRECT PARTNER, OFFICER, DIRECTOR, TRUSTEE, MEMBER, EMPLOYEE, AFFILIATE, ATTORNEY, AGENT OR BROKER OF COLONIAL REIT, AS TO ANY MATTER CONCERNING THE PROPERTIES OR THE COMPANY OR SET FORTH, CONTAINED OR ADDRESSED IN EQUITYANY DUE DILIGENCE MATERIALS (INCLUDING, AND EACH APL PARTYTHE COMPLETENESS THEREOF), EACH OTHER MEMBER INCLUDING (A) THE QUALITY, NATURE, HABITABILITY, MERCHANTABILITY, USE, OPERATION, VALUE, MARKETABILITY, ADEQUACY OR PHYSICAL CONDITION OF THE APL GROUPPROPERTIES OR ANY ASPECT OR PORTION THEREOF, INCLUDING, STRUCTURAL ELEMENTS, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES, ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, WATER AND EACH UTILITY SYSTEMS, FACILITIES AND APPLIANCES, SOILS, GEOLOGY AND GROUNDWATER; (B) THE DIMENSIONS OR LOT SIZE OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY THE PROPERTIES OR THE SQUARE FOOTAGE OF ANY OF THE IMPROVEMENTS THEREON OR OF ANY TENANT SPACE THEREIN; (C) THE DEVELOPMENT OR INCOME POTENTIAL, OR RIGHTS OF OR RELATING TO, THE PROPERTIES, OR THE FITNESS, SUITABILITY, VALUE OR ADEQUACY OF A PROPERTY FOR ANY REPRESENTATIONPARTICULAR PURPOSE; (D) THE ZONING OR OTHER LEGAL STATUS OF ANY PROPERTY; (E) THE COMPLIANCE OF ANY PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, WARRANTYLAWS, STATEMENT REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL AUTHORITY OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON OR ENTITY (INCLUDING ANY OPINIONINCLUDING, INFORMATIONTHE AMERICANS WITH DISABILITIES ACT OF 1990, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER AS AMENDED); (F) THE ABILITY OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP BUYER OR ANY OF ITS AFFILIATES)AFFILIATES TO OBTAIN ANY NECESSARY GOVERNMENTAL APPROVALS, LICENSES OR PERMITS FOR THE USE OR DEVELOPMENT OF ANY PROPERTY; (G) THE PRESENCE, ABSENCE, CONDITION OR COMPLIANCE OF ANY HAZARDOUS SUBSTANCES OR WASTE ON, IN, UNDER, ABOVE OR ABOUT ANY PROPERTY OR ANY ADJOINING OR NEIGHBORING PROPERTY; (H) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, ANY IMPROVEMENTS AT ANY PROPERTY; OR (I) THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTEDECONOMICS OF, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNEDINCOME AND EXPENSES, NOW OWNS REVENUE OR MAY IN THE FUTURE OWNEXPENSE PROJECTIONS OR OTHER FINANCIAL MATTERS, INCLUDING WITH RESPECT RELATING TO THE OPERATION OF, ANY PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE BUSINESS FOREGOING, BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET FORTH HEREIN OR IN ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO, IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LAUREL MOUNTAIN AFTER THE DATE COLONIAL REIT OR ANY DIRECT OR INDIRECT PARTNER, MEMBER, DIRECTOR, TRUSTEE, OFFICER, EMPLOYEE, AFFILIATE, ATTORNEY, AGENT OR BROKER OF THIS AGREEMENTCOLONIAL REIT, THE PROBABLE SUCCESS WHETHER IMPLIED, PRESUMED OR PROFITABILITY EXPRESSLY PROVIDED, ARISING BY VIRTUE OF ANY STATUTE, REGULATION OR COMMON LAW RIGHT OR REMEDY IN FAVOR OF ANY OF THEM. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT NONE OF THE BUSINESS REPRESENTATIONS AND WARRANTIES OF LAUREL MOUNTAIN AFTER THE DATE OF COLONIAL REIT SET FORTH IN THIS AGREEMENT OR OTHERWISE WITH RESPECT SHALL SURVIVE CLOSING AND THAT BUYER SHALL NOT BE ENTITLED TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREBRING ANY ACTION AGAINST COLONIAL REIT FOR THE BREACH OF ANY REPRESENTATIONS AND WARRANTIES MADE BY COLONIAL REIT HEREIN.

No Other Representations or Warranties. (A) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED MADE BY THE COMPANY STOCKHOLDERS IN ARTICLE III OF THIS THE JOINDER AGREEMENT, NONE THE LETTER OF TRANSMITTAL, THE APL PARTIES NON-COMPETITION AND NON-SOLICITATION AGREEMENTS AND THE NON-SOLICITATION AGREEMENT, AS APPLICABLE, AND THE COMPANY IN THIS ARTICLE III, AS QUALIFIED BY THE ATTACHED DISCLOSURE SCHEDULE, AND THE CERTIFICATE, NO ACQUIRED COMPANY, COMPANY STOCKHOLDER OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, AFFILIATE THEREOF NOR ANY OTHER PERSON, HAS MADE, PERSON MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACQUIRED COMPANIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OR THE COMPANY STOCKHOLDERS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE BUYER OR ANY OF ITS RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY MEMBER ONE OR MORE OF THE ATLAS GROUP FOREGOING. BUYER WILL ACQUIRE THE ACQUIRED COMPANIES WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED BY THE COMPANY STOCKHOLDERS IN THE JOINDER AGREEMENT, THE LETTER OF TRANSMITTAL, THE NON-COMPETITION AND NON-SOLICITATION AGREEMENTS OR THE NON-SOLICITATION AGREEMENT, AS APPLICABLE, OR THE COMPANY IN THIS ARTICLE III, AS QUALIFIED BY THE ATTACHED DISCLOSURE SCHEDULE, AND THE CERTIFICATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY STOCKHOLDERS IN THE JOINDER AGREEMENT, THE LETTER OF TRANSMITTAL, THE NON-COMPETITION AND NON-SOLICITATION AGREEMENTS AND THE NON-SOLICITATION AGREEMENT, AS APPLICABLE, AND THE COMPANY IN THIS ARTICLE III, AS QUALIFIED BY THE ATTACHED DISCLOSURE SCHEDULE, AND THE CERTIFICATE, ALL OTHER PERSONREPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, WHETHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, ARE EXPRESSLY DISCLAIMED BY THE COMPANY AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE.COMPANY STOCKHOLDERS. ARTICLE IV [RESERVED]

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS ARTICLE III (AS MODIFIED BY THE DISCLOSURE SCHEDULES), THE PURCHASED ASSETS ARE SOLD “AS IS, WHERE IS” AND EACH OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR PARENT AND SELLER EXPRESSLY DISCLAIM ANY OTHER PERSON, HAS MADE, MAKES REPRESENTATIONS OR SHALL BE DEEMED TO MAKE WARRANTIES OF ANY REPRESENTATION KIND OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONNATURE, EXPRESS OR IMPLIED, AT LAW OR IN EQUITYAS TO LIABILITIES, AND EACH APL PARTY, EACH OTHER MEMBER OPERATIONS OF THE APL GROUPFACILITIES, THE TITLE, CONDITION, VALUE OR QUALITY OF THE BUSINESS AND THE PURCHASED ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE BUSINESS, AND EACH OF THEIR RESPECTIVE AFFILIATES BY PARENT AND SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER LATENT OR PATENT, OR AS TO THE CONDITION OF THE BUSINESS. NO EXHIBIT TO THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR AGREEMENT, NOR ANY REPRESENTATION, WARRANTY, STATEMENT OTHER MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP SELLER OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR BY ANY ADVISOR, AGENT OR REPRESENTATIVE THEREOF, WHETHER BY USE OF THE ASSETS LAUREL MOUNTAIN HAS OWNEDA “DATA ROOM,” OR IN ANY INFORMATION MEMORANDUM OR OTHERWISE, NOW OWNS OR MAY IN THE FUTURE OWNBY ANY BROKER OR INVESTMENT BANKER, INCLUDING WITH RESPECT WILL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE OPERATION TITLE, CONDITION, VALUE OR QUALITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER OR THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREPURCHASED ASSETS.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED SET FORTH IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTYArticle 4, EACH OTHER MEMBER OF THE APL GROUP, PARENT AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY MERGER SUB HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT MADE OR INFORMATION MADE OR COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO THE COMPANY, THE STOCKHOLDER REPRESENTATIVE, ANY MEMBER KEY STOCKHOLDER, ANY NON-DISSENTING STOCKHOLDER AND/OR ANY REPRESENTATIVE OF ANY OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON FOREGOING (INCLUDING ANY OPINION, INFORMATIONINFORMATION OR ADVICE, PROJECTION OR ADVICE THAT WHICH MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP FOREGOING BY ANY DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTING FIRM, LEGAL COUNSEL OR OTHER AGENT, CONSULTANT, OR REPRESENTATIVE OF THE PARENT OR MERGER SUB OR ANY OTHER PERSON BY RESPECTIVE AFFILIATE OF PARENT OR MERGER SUB). NEITHER PARENT NOR MERGER SUB MAKES ANY REPRESENTATIVE OF REPRESENTATION OR WARRANTY TO THE COMPANY, THE STOCKHOLDER REPRESENTATIVE, ANY MEMBER OF THE APL GROUP KEY STOCKHOLDER OR ANY OF ITS AFFILIATES)NON-DISSENTING STOCKHOLDER EXCEPT AS CONTAINED IN THIS Article 4, IN AND ANY AND ALL CASES IN RESPECT OF APL STATEMENTS MADE OR INFORMATION COMMUNICATED BY PARENT OR MERGER SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNEDTHEIR AFFILIATES OR REPRESENTATIVES OUTSIDE OF THIS AGREEMENT (INCLUDING BY WAY OF PROJECTIONS, NOW OWNS OR MAY DOCUMENTS PROVIDED IN THE FUTURE OWN, INCLUDING WITH RESPECT RESPONSE TO THE OPERATION OF COMPANY’S, THE BUSINESS OF LAUREL MOUNTAIN AFTER STOCKHOLDER REPRESENTATIVE’S, ANY KEY STOCKHOLDER’S OR ANY NON-DISSENTING STOCKHOLDER’S DILIGENCE REQUESTS (INCLUDING ANY DOCUMENTS POSTED IN AN ELECTRONIC OR VIRTUAL DATA ROOM) AND ANY MANAGEMENT PRESENTATIONS PROVIDED OR OTHERWISE MADE AVAILABLE TO THE DATE OF COMPANY, THE STOCKHOLDER REPRESENTATIVE, ANY KEY STOCKHOLDER OR ANY NON-DISSENTING STOCKHOLDER), WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN SUPERSEDED BY THIS AGREEMENT, THE PROBABLE SUCCESS IT BEING INTENDED THAT NO SUCH PRIOR OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE CONTEMPORANEOUS STATEMENTS OR COMMUNICATIONS OUTSIDE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURESHALL SURVIVE THE EXECUTION AND DELIVERY HEREOF.

No Other Representations or Warranties. (A) In the making of the those representations and warranties set forth in this Article IV qualified as to the “Company’s Knowledge” and in completing any corresponding Disclosure Schedules, Xxxx Xxxxx has consulted with his direct reports and Xxxx Xxxxxxx has consulted with her direct reports. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED SET FORTH IN THIS ARTICLE III OF THIS AGREEMENTIV (AS MODIFIED BY THE DISCLOSURE SCHEDULES), NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY COMPANY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OR STATEMENT MADE OR INFORMATION MADE OR COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO BUYER OR ANY MEMBER BUYER REPRESENTATIVE (INCLUDING ANY OPINION, INFORMATION OR ADVICE), WHICH MAY HAVE BEEN PROVIDED TO BUYER OR ANY BUYER REPRESENTATIVE BY THE SELLER, ANY GROUP COMPANY, ANY AFFILIATE OF THE ATLAS FOREGOING OR ANY OF THEIR RESPECTIVE REPRESENTATIVES. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER EXCEPT AS CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES), AND ANY AND ALL STATEMENTS MADE OR INFORMATION COMMUNICATED BY THE SELLER, ANY GROUP COMPANY, ANY AFFILIATE OF THE FOREGOING OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON OUTSIDE OF THIS AGREEMENT (INCLUDING BY WAY OF PROJECTIONS, DOCUMENTS PROVIDED IN RESPONSE TO BUYER’S DILIGENCE REQUESTS (INCLUDING ANY OPINIONDOCUMENTS POSTED IN AN ELECTRONIC OR VIRTUAL DATA ROOM) AND ANY MANAGEMENT PRESENTATIONS PROVIDED OR OTHERWISE MADE AVAILABLE TO BUYER), INFORMATIONWHETHER ORALLY OR IN WRITING, PROJECTION OR ADVICE THAT MAY ARE DEEMED TO HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON SUPERSEDED BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR OR CONTEMPORANEOUS STATEMENTS OR COMMUNICATIONS OUTSIDE OF THIS AGREEMENT SHALL SURVIVE THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE.

No Other Representations or Warranties. (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS Article IV (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES), NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED (BY STATUTE OR OTHERWISE), REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE PURCHASED ASSETS, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NONE OF THE APL PARTIES ASSUMED LIABILITIES AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, NOR ANY OTHER PERSONAND WITHOUT LIMITING THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH HEREIN (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES), HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER IT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH PARTY HERETO THAT PURCHASER TAKES THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW PURCHASED ASSETS “AS IS,” “WHERE IS” AND “WITH ALL KNOWN AND UNKNOWN FAULTS.” EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS Article IV (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES) OR IN EQUITYTHE ANCILLARY AGREEMENTS, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE MADE, COMMUNICATED OR COMMUNICATED FURNISHED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP PURCHASER OR ANY OF THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON PURCHASER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP SELLER OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY . SELLER MAKES NO REPRESENTATIONS OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT WARRANTIES TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, PURCHASER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER PURCHASED ASSETS OR THE DATE OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSPRODUCT. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, OPERATIONS OR FINANCIAL CONDITION PAST, PRESENT OR FUTURE.as amended. Confidential Portions are marked: [***]

No Other Representations or Warranties. (A) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY TRANSACTION AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III IV OR THIS ARTICLE V (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE, AS SUPPLEMENTED, AND THE HLIC SEC REPORTS THAT ARE ON FORM 10-K, 10-Q, OR 8-K AND FILED WITH THE SEC AND PUBLICLY AVAILABLE ON THE INTERNET WEBSITE OF THE SEC AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE DATE OF THIS AGREEMENTAGREEMENT (EXCLUDING ANY DISCLOSURE SET FORTH IN SECTIONS TITLED “RISK FACTORS” OR “FORWARD- LOOKING STATEMENTS” OR IN ANY OTHER SECTION TO THE EXTENT THE DISCLOSURE IN SUCH OTHER SECTION IS A FORWARD-LOOKING STATEMENT OR CAUTIONARY, NONE OF THE APL PARTIES PREDICTIVE OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESFORWARD-LOOKING IN NATURE)), NEITHER SELLER NOR ANY OTHER PERSON, HAS MADE, PERSON MAKES ANY OTHER EXPRESS OR SHALL BE DEEMED TO MAKE ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO ANY MEMBER SELLER, THE BUSINESS, THE SHARES, THE ACQUIRED COMPANIES, THE ACQUIRED ASSETS OR THE ASSETS AND PROPERTIES OF THE ATLAS GROUP OR ACQUIRED COMPANIES, AND SELLER DISCLAIMS ANY OTHER PERSONREPRESENTATIONS, EXPRESS WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON WHETHER MADE BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP SELLER OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAINOFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR REPRESENTATIVES. WITHOUT LIMITING THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY GENERALITY OF THE ASSETS LAUREL MOUNTAIN FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV OR THIS ARTICLE V, NO REPRESENTATION OR WARRANTY HAS OWNED, NOW OWNS BEEN OR MAY IN THE FUTURE OWN, INCLUDING IS BEING MADE WITH RESPECT TO THE OPERATION OF THE ANY PROJECTIONS, FORECASTS, BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENTPLANS, THE PROBABLE SUCCESS ESTIMATES OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT BUDGETS DELIVERED OR OTHERWISE WITH RESPECT MADE AVAILABLE TO LAUREL MOUNTAIN’S BUSINESS, OPERATIONS BUYER OR FINANCIAL CONDITION PAST, PRESENT OR FUTUREANY OTHER PERSON.

No Other Representations or Warranties. ITC (A) EXCEPT FOR THE REPRESENTATIONS ON BEHALF OF ITSELF AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OF THIS AGREEMENT, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NOR ANY OTHER PERSON, HAS MADE, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL ITC GROUP) UNDERSTANDS AND AGREES THAT, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXCEPT AS EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR SET FORTH IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES IN RESPECT OF APL SUB’S INTEREST IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT, THE PROBABLE SUCCESS OTHER TRANSACTION AGREEMENTS OR PROFITABILITY OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE OF ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR OTHERWISE THE OTHER TRANSACTION AGREEMENTS (OR ANY SCHEDULES OR EXHIBITS HERETO OR THERETO), NO PARTY TO THIS AGREEMENT, ANY OTHER TRANSACTION AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED, OR ASSUMED, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSANY ACTION OR OTHER ASSET, OPERATIONS INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR FINANCIAL CONDITION PASTAS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, PRESENT DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR FUTURE.INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. Exhibit THB-4

No Other Representations or Warranties. (Aa) THE COMPANY ACKNOWLEDGES AND AGREES THAT (i) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED AS SET FORTH IN ARTICLE III OF THIS AGREEMENTII, NONE OF THE APL PARTIES OR ANY MEMBER OF THE APL GROUP NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, NEITHER XXXXXXXXX NOR ANY OTHER PERSON, HAS MADE, PERSON MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSONWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EACH APL PARTY, EACH OTHER MEMBER OF THE APL GROUP, AND EACH OF THEIR RESPECTIVE AFFILIATES BY THIS AGREEMENT EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY MEMBER OF THE ATLAS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY MEMBER OF THE ATLAS GROUP OR ANY OTHER PERSON BY ANY REPRESENTATIVE OF ANY MEMBER OF THE APL GROUP OR ANY OF ITS AFFILIATES), IN ALL CASES EQUITY IN RESPECT OF APL SUB’S INTEREST BREITLING, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND (ii) THE COMPANY SHALL ONLY BE ENTITLED TO RELY UPON THE REPRESENTATIONS AND WARRANTIES THAT ARE CONTAINED IN LAUREL MOUNTAIN, THE LMM AGREEMENT, THE FORMATION AGREEMENT, THE BUSINESS OF LAUREL MOUNTAIN AS NOW, PREVIOUSLY OR HEREAFTER CONDUCTED, OR ANY OF THE ASSETS LAUREL MOUNTAIN HAS OWNED, NOW OWNS OR MAY IN THE FUTURE OWN, INCLUDING WITH RESPECT TO THE OPERATION OF THE BUSINESS OF LAUREL MOUNTAIN AFTER THE DATE ARTICLE II OF THIS AGREEMENT. IN CONNECTION WITH THE COMPANY’S INVESTIGATION OF BREITLING AND ITS BUSINESSES AND OPERATIONS, THE PROBABLE SUCCESS COMPANY AND ITS REPRESENTATIVES HAVE RECEIVED FROM BREITLING OR PROFITABILITY ITS REPRESENTATIVES CERTAIN PROJECTIONS AND OTHER FORECASTS FOR BREITLING AND CERTAIN ESTIMATES, PLANS AND BUDGET INFORMATION. THE COMPANY ACKNOWLEDGES AND AGREES THAT THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS, FORECASTS, ESTIMATES, PLANS AND BUDGETS; THAT THE COMPANY IS FULLY RESPONSIBLE FOR MAKING ITS OWN EVALUATION OF BREITLING INCLUDING AS TO THE BUSINESS ADEQUACY AND ACCURACY OF LAUREL MOUNTAIN AFTER THE DATE OF THIS AGREEMENT ALL ESTIMATES, PROJECTIONS, FORECASTS, PLANS AND BUDGETS SO FURNISHED TO THEM OR OTHERWISE WITH RESPECT TO LAUREL MOUNTAIN’S BUSINESSTHEIR REPRESENTATIVES, OPERATIONS AND THAT XXXXXXXXX DOES NOT MAKE ANY REPRESENTATIONS OR FINANCIAL CONDITION PASTWARRANTIES REGARDING SUCH ESTIMATES, PRESENT OR FUTUREPROJECTIONS, FORECASTS, PLANS AND BUDGETS.