Common use of Disclaimer of Representations and Warranties Clause in Contracts

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Honeywell (on behalf of itself and each other member of the Parent Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Honeywell Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent Honeywell (on behalf of itself and each other member of the Parent Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c12.01(c), in any Ancillary Agreement or the Representation LettersTax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each The Buyer acknowledges that (i) it has had and pursuant to this Agreement shall have before Closing access to the Acquired Companies and the Acquired Company Assets and the officers or other representatives of Parent the Seller and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, the Buyer has relied solely on the basis of its own independent investigation, including environmental and other inspections, and upon the express representations, warranties, covenants, and agreements set forth in this Agreement, and the Seller expressly disclaims all liability and responsibility for any representation, warranty, statement or communication made or communicated (orally or in writing) to the Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement or any Transaction Agreement (including, without limitation, any opinion, information, projection or advice that may have been provided to the Buyer by any officer, director, employee, agent, consultant, representative or advisor of the Seller or any of its Affiliates). Toward this end, except as expressly set forth in this Agreement, no Seller Indemnitee shall have liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any such information relating to any Seller Indemnitee, or prepared by or on behalf of itself any Seller Indemnitee, and each supplied to the Buyer before the date of this Agreement, or any information, documents or materials made available to the Buyer in any data rooms, any presentation or in any other member form relating to the business of the Parent Group) and SpinCo (on behalf of itself and each other member of Acquired Companies in connection with the SpinCo Group) understands and agrees transactions contemplated hereby. Accordingly, the Buyer acknowledges that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersSeller has not made, no party to this Agreementand THE SELLER MAKES NO AND DISCLAIMS ANY, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebyREPRESENTATIONS OR WARRANTIES, as WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (i) TITLE TO ANY OF THE ACQUIRED COMPANY ASSETS (INCLUDING ANY RIGHTS OF WAY) (WHETHER RELATING TO DEFECTIVE TITLE OR GAPS IN TITLE), (ii) THE QUALITY, CONDITION, OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT, OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, (iii) THEIR MERCHANTABILITY, (iv) THEIR FITNESS FOR ANY PARTICULAR PURPOSE, (v) THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (vi) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANTS, OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION RELATING TO ANY ACQUIRED COMPANY ASSETS, (vii) THE QUANTITY, QUALITY, PRODUCTION OR RECOVERABILITY OF HYDROCARBONS, (viii) ANY ESTIMATES OF THE VALUE OF THE ACQUIRED COMPANY EQUITY INTERESTS OR RELATED ACQUIRED COMPANY ASSETS OR FUTURE REVENUES GENERATED THEREFROM, (ix) THE MAINTENANCE, REPAIR, CONDITION, QUALITY SUITABILITY, DESIGN OR MARKETABILITY OF THE ACQUIRED COMPANY ASSETS, (x) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ANY PERSON WITH RESPECT TO THE ACQUIRED COMPANY EQUITY INTERESTS OR ACQUIRED COMPANY ASSETS, (xi) ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY DISCUSSION OR PRESENTATION RELATED THERETO, (xii) ANY EXPRESS OR IMPLIED WARRANTY OF FREEDOM FROM INTELLECTUAL PROPERTY INFRINGEMENT, (xiii) ANY RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (xiv) ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ACQUIRED COMPANY ASSETS, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OF THE ACQUIRED COMPANY ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), INCLUDING FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION. THE INCLUSION BY ANY SELLER PARTY OF ANY OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY ANY SELLER PARTY UNDER ANY LAW (INCLUDING ANY ENVIRONMENTAL LAW) FOR ACTS, OMISSIONS, OBLIGATIONS OR EVENTS INVOLVING THE PRESENCE, IF ANY, OF ANY POLLUTANTS, CONTAMINANTS, TOXIN OR HAZARDOUS OR EXTREMELY HAZARDOUS SUBSTANCES, MATERIALS, WASTES, CONSTITUENTS, COMPOUNDS OR CHEMICALS THAT ARE REGULATED BY, OR MAY FORM THE BASIS OF LIABILITY UNDER, ANY ENVIRONMENTAL LAWS ON OR ADJACENT TO THE ACQUIRED COMPANY ASSETS. The Parties agree that, to the sufficiency of extent required by Law to be effective, the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby disclosures contained in this Section 8(h) are “conspicuous” for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, purposes of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsLaws.

Disclaimer of Representations and Warranties. (a) Each of Parent TriMas (on behalf of itself and each other member of the Parent GroupTriMas Entity) and SpinCo Horizon (on behalf of itself and each other member of the SpinCo GroupHorizon Entity) understands and agrees that, except as expressly set forth in this Agreement or in any Ancillary Agreement, any Ancillary Agreement or the Representation Letters, no party Party (including its Affiliates) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement Agreement, makes any representations or any Ancillary Agreement is representing or warranting warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent . (on behalf of itself and each other member of the Parent Groupb) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein in this Agreement or in any Ancillary Agreement, any (i) the Parties and the members of their respective Groups are transferring all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and basis, (ii) the Parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (iii) the respective transferees shall will bear the economic and legal risks that (a) any conveyance shall will prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (biv) none of the TriMas Entities or the Horizon Entities (including their respective Affiliates) or any necessary noticesother Person makes any representation or warranty about, Governmental Approvals and will not have any Liability for, the accuracy of or other Consents are not delivered omissions from any information, documents or obtainedmaterials relating to any Assets, as applicablethe Horizon Business or the TriMas Business or otherwise made available in connection with the Separation or the Distribution, or that any requirements the entering into of Laws or judgments are not complied with. To the extent any Local Transfer this Agreement or any instrumentAncillary Agreement or the transactions contemplated hereby or thereby, assignment, document except as expressly set forth in this Agreement or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsany Ancillary Agreement.

Disclaimer of Representations and Warranties. Each of Parent Nuance (on behalf of itself and each other member of the Parent Nuance Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersLetter, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Nuance Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent Nuance (on behalf of itself and each other member of the Parent Nuance Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation LettersLetter. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent J&J (on behalf of itself and each other member of the Parent J&J Group) and SpinCo Kenvue (on behalf of itself and each other member of the SpinCo Kenvue Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement Agreement, nor any other Person, is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Kenvue Business or the Parent J&J Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary AgreementAgreement or the Representation Letters, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent SnackCo (on behalf of itself and each other member of the Parent GroupSnackCo Entity) and SpinCo GroceryCo (on behalf of itself and each other member of the SpinCo GroupGroceryCo Entity) understands and agrees that, except as expressly set forth in this Agreement, Agreement or in any Ancillary Agreement or the Representation LettersAgreement, no party (including its Affiliates) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement is representing or warranting otherwise, makes any representations or warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein in this Agreement or in any Ancillary Agreement, any (a) the parties and the members of their respective Groups are transferring all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and basis, (b) the parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) none of the SnackCo Entities or the GroceryCo Entities (including their Affiliates) or any necessary noticesother Person makes any representation or warranty with respect to any information, Governmental Approvals documents or other Consents are not delivered material made available in connection with the Separation or obtained, as applicablethe Distribution, or that any requirements the entering into of Laws or judgments are not complied with. To the extent any Local Transfer this Agreement or any instrumentAncillary Agreement or the transactions contemplated hereby or thereby, assignment, document except as expressly set forth in this Agreement or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsany Ancillary Agreement.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, Agreement or any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicableoperating management business to be conducted by SpinCo, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), ) or in any Ancillary Agreement or the Representation LettersAgreement. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees SpinCo shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee SpinCo good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent New NGC (on behalf of itself and each other member of the Parent GroupNew NGC Entity) and SpinCo HII (on behalf of itself and each other member of the SpinCo GroupHII Entity) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party (including its Affiliates) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing making any representations or warranting warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any (a) all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and basis, (b) any implied warranty of merchantability, fitness for a specific purpose or otherwise is hereby expressly disclaimed, (c) the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) none of the New NGC Entities or the HII Entities (including their Affiliates) or any necessary noticesother Person makes any representation or warranty with respect to any information, Governmental Approvals documents or other Consents are not delivered material made available in connection with the Separation or obtained, as applicablethe Distribution, or that any requirements the entering into of Laws or judgments are not complied with. To the extent any Local Transfer this Agreement or any instrumentAncillary Agreement or the transactions contemplated hereby or thereby, assignment, document except as expressly set forth in this Agreement or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsany Ancillary Agreement.

Disclaimer of Representations and Warranties. Each of Parent B&N (on behalf of itself and each other member of the Parent B&N Group) and SpinCo BNED (on behalf of itself and each other member of the SpinCo BNED Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo BNED Business or the Parent B&N Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” ”, “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Neurotrope (on behalf of itself and each other member of the Parent Neurotrope Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) NBI understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo NBI Business or the Parent Neurotrope Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Ashland Global (on behalf of itself and each other member of the Parent Ashland Global Group) and SpinCo Valvoline (on behalf of itself and each other member of the SpinCo Valvoline Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party Party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Valvoline Business or the Parent Ashland Global Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (a) LE (on behalf of itself and each other member of LE Entity and the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo GroupLE Indemnified Parties) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any the LE Assets or LE Liabilities transferred transferred, assumed or assumed retained as contemplated hereby or thereby, as to the sufficiency of the Assets any Consents or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests Encumbrances of, or any other matter concerning, any Assets LE Asset or Liabilities of such partyLE Liability, or as to the absence of any defenses defense or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other LE Asset, including any Intercompany Accounts or any accounts receivable, receivable of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder or thereunder to convey title to any LE Asset or thing of value upon the execution, delivery and filing hereof or thereof. (b) SHC (on behalf of itself and each SHC Entity and the SHC Indemnified Parties) understands and agrees that, except as expressly set forth in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to the SHC Assets or SHC Liabilities transferred, assumed or retained as contemplated hereby or thereby, as to any Consents or Governmental Approvals required in connection therewith, as to the value or freedom from any Encumbrances of, or any other matter concerning, any SHC Asset or SHC Liability, or as to the absence of any defense or right of setoff or freedom from counterclaim with respect to any claim or other SHC Asset, including any Intercompany Accounts or any accounts receivable of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any SHC Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent . (on behalf of itself and each other member of the Parent Groupc) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such all LE Assets and SHC Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titletitle (or leasehold, as applicable), free and clear of any Security Interest Encumbrance, and (bii) any necessary notices, Consents or Governmental Approvals or other Consents are not delivered obtained or obtained, as applicable, or that any requirements of Laws or judgments Applicable Law are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. (a) Each of Parent Vista Outdoor (on behalf of itself and each other member of the Parent Vista Outdoor Group) and SpinCo Revelyst (on behalf of itself and each other member of the SpinCo Revelyst Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Lettersany other Transaction Document, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred transferred, conveyed, accepted or assumed as contemplated hereby or thereby, as to the sufficiency of the such Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Vista Outdoor Business or the Parent Revelyst Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests Liens of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent . (on behalf of itself and each other member of the Parent Groupb) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementother Transaction Document, any such Assets are being transferred or conveyed on an “as is,” ”, “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (ai) any transfer or conveyance shall prove to be insufficient to vest in the transferee good and marketable titletitle or interest, free and clear of any Security Interest Lien, and (bii) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments Judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (a) AMO (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo AMO Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any the AMO Assets or the AMO Liabilities transferred transferred, assumed or assumed retained as contemplated hereby or thereby, as to the sufficiency of the Assets any consents or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyAMO Asset, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other AMO Asset, including any accounts receivable, receivable of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any AMO Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent . (b) Allergan (on behalf of itself and each other member of the Parent Allergan Group) understands and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties agrees that, except as expressly contained set forth herein or in Section 11.01(c)any Ancillary Agreement, in no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to the Representation Letters. Excluded Assets or the Excluded Liabilities transferred, assumed or retained as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Excluded Asset, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Excluded Asset, including any accounts receivable of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Excluded Asset or thing of value upon the execution, delivery and filing hereof or thereof. (c) Except as may expressly be set forth herein or in any Ancillary Agreement, any all such AMO Assets and Excluded Assets are being transferred on an “"as is,” “" "where is,” “with all faults” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (bii) any necessary notices, Consents or Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Xerox (on behalf of itself and each other member of the Parent Xerox Group) and SpinCo Conduent (on behalf of itself and each other member of the SpinCo Conduent Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement Agreement, any Real Estate Separation Document or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo BPO Business or the Parent Xerox Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titlevalid title or interest, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. (a) Each of Parent Global Brands (on behalf of itself and each other member of the Parent GroupSnackCo Entity) and SpinCo Group Brands (on behalf of itself and each other member of the SpinCo GroupGroceryCo Entity) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party (including its and their Affiliates and Subsidiaries) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing making any representations or warranting warranties relating in any way as to the Intellectual Property, to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyIntellectual Property, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value Intellectual Property upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary this Agreement, any such Assets are (a) all Intellectual Property is being transferred or licensed on an “as is,” “where is,” “with all faults” basis and basis, (b) any implied warranty of merchantability, fitness for a specific purpose or otherwise is hereby expressly disclaimed, (c) the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) any necessary notices, Governmental Approvals none of the parties (including their Affiliates or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Subsidiaries) to this Agreement or any instrumentother Person makes any representation or warranty with respect to any information, assignmentdocuments or materials made available in connection with entering into this Agreement, document or agreement described in Section 2.01 includes representationsthe transactions contemplated hereby. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT THE ASSIGNMENTS AND LICENSES HEREIN ARE MADE ON AN “AS-IS,” QUITCLAIM BASIS AND THAT NEITHER PARTY NOR ANY SUBSIDIARY OF SUCH PARTY HAS MADE OR WILL MAKE ANY WARRANTY WHATSOEVER, warrantiesEXPRESS, covenantsIMPLIED OR STATUTORY, indemnities or other provisions inconsistent with the purpose of this Section 2.05INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, each of SpinCoFITNESS FOR A PARTICULAR PURPOSE, on behalf of itself and the SpinCo GroupTITLE, and ParentENFORCEABILITY, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsNON-INFRINGEMENT OR VALIDITY OF PATENT CLAIMS (ISSUED OR PENDING).

Disclaimer of Representations and Warranties. Each of Parent MII (on behalf of itself and each other member of the Parent GroupMII Entity) and SpinCo MVWC (on behalf of itself and each other member of the SpinCo GroupMVWC Entity other than Special Purpose Entities) understands and agrees that, except as expressly set forth herein or in this any Transaction Agreement, any Ancillary Agreement or the Representation Letters, no party (including its Affiliates) to this Agreement, any Ancillary Transaction Agreement or any other agreement or document contemplated by this Agreement, any Transaction Agreement or otherwise, is making any Ancillary Agreement is representing representations or warranting warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary this Agreement or the Representation Lettersof any Transaction Agreement. Except as may expressly be set forth herein or in any Ancillary Transaction Agreement, any (a) all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and (and, in the case of any real property, by means of a quitclaim or similar form of deed or conveyance), (b) any implied warranty of merchantability, fitness for a specific purpose or otherwise is hereby expressly disclaimed, (c) the respective transferees shall will bear the economic and legal risks that (a1) any conveyance shall will prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b2) any necessary notices, Governmental Approvals or other Consents are not delivered obtained or obtained, as applicable, or that any requirements of Laws or judgments Law are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.and

Disclaimer of Representations and Warranties. Each of Parent Timken (on behalf of itself and each other member of the Parent GroupBearings Entity) and SpinCo TimkenSteel (on behalf of itself and each other member of the SpinCo GroupTimkenSteel Entity) understands and agrees that, except as expressly set forth in this Agreement or in any Ancillary Agreement, any Ancillary Agreement or the Representation Letters, no party Party (including its Affiliates) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement Agreement, makes any representations or any Ancillary Agreement is representing or warranting warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein in this Agreement or in any Ancillary Agreement, any (a) the Parties and the members of their respective Groups are transferring all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and basis, (b) the Parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees shall will bear the economic and legal risks that (a) any conveyance shall will prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) none of the Bearings Entities or the TimkenSteel Entities (including their respective Affiliates) or any necessary noticesother Person makes any representation or warranty about, Governmental Approvals and will not have any Liability for, the accuracy of or other Consents are not delivered omissions from any information, documents or obtainedmaterials relating to any Assets, as applicablethe Steel Business or the Bearings Business or otherwise made available in connection with the Separation or the Distribution, or that any requirements the entering into of Laws or judgments are not complied with. To the extent any Local Transfer this Agreement or any instrumentAncillary Agreement or the transactions contemplated hereby or thereby, assignment, document except as expressly set forth in this Agreement or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsany Ancillary Agreement.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself the Vendor and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) Purchaser understands and agrees that, except as expressly set forth in the Separation Agreement, this Agreement, any Ancillary the Tax Sharing Agreement or the Representation Lettersin any other Ancillary Agreement, no party (including its Affiliates) to the Separation Agreement, this Agreement, the Tax Sharing Agreement any other Ancillary Agreement or any other agreement or document contemplated by the Separation Agreement, this Agreement, the Tax Sharing Agreement or any other Ancillary Agreement is representing or warranting otherwise, makes any representations or warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein in the Separation Agreement, this Agreement, the Tax Sharing Agreement or in any other Ancillary Agreement, any (a) the parties and the members of their respective Group are transferring all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and basis, (b) the parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees shall will bear the economic and legal risks that (a) any conveyance shall will prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (bd) none of the Vendor or the Purchaser (including their Affiliates) or any necessary noticesother Person makes any representation or warranty with respect to any information, Governmental Approvals documents or other Consents are not delivered material made available in connection with the Separation or obtained, as applicablethe Distribution, or that any requirements the entering into of Laws or judgments are not complied with. To the extent any Local Transfer Separation Agreement, this Agreement, the Tax Sharing Agreement or any instrumentother Ancillary Agreement or the transactions contemplated hereby or thereby, assignmentexcept as expressly set forth in the Separation Agreement, document this Agreement, the Tax Sharing Agreement or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or any other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsAncillary Agreement.

Disclaimer of Representations and Warranties. Each of Parent TWX (on behalf of itself and each other member of the Parent TWX Group) and SpinCo Time (on behalf of itself and each other member of the SpinCo Time Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Publishing Business or the Parent TWX Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Xerox (on behalf of itself and each other member of the Parent Xerox Group) and SpinCo Conduent (on behalf of itself and each other member of the SpinCo Conduent Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement Party is representing or warranting in any way way, including any implied warranties of merchantability, fitness for a particular purpose, title, registerability, allowability, enforceability or non-infringement, as to any Assets Intellectual Property Rights or Intellectual Property Liabilities transferred or assumed as contemplated hereby or therebyhereby, as to the sufficiency of the Assets Intellectual Property Rights or Intellectual Property Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo BPO Business or the Parent Xerox Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets Intellectual Property Rights or assumptions of the Intellectual Property Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets Intellectual Property Rights or Intellectual Property Liabilities of such partyParty, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivableIntellectual Property Rights, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset Intellectual Property Rights or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets Intellectual Property Rights are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. (a) Each of Parent DTE Energy (on behalf of itself and each other member of the Parent DTE Energy Group) and SpinCo DT Midstream (on behalf of itself and each other member of the SpinCo DT Midstream Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the such Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo DTE Energy Business or the Parent DT Midstream Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent . (on behalf of itself and each other member of the Parent Groupb) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” ”, “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titletitle or interest, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Select (on behalf of itself and each other member of the Parent Select Group) and SpinCo Concentra (on behalf of itself and each other member of the SpinCo Concentra Group) understands and agrees that, except as expressly set forth in this Agreement, Agreement and any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement Agreement, nor any other Person, is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Concentra Business or the Parent Select Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary AgreementAgreement or the Representation Letters, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (a) Distributing (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Distributing Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any the Distributing Business Assets or Distributing Liabilities transferred transferred, assumed or assumed retained as contemplated hereby or thereby, as to the sufficiency of the Assets any Consents or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests Encumbrances of, or any other matter concerning, any Assets Distributing Business Asset or Liabilities of such partyDistributing Liability, or as to the absence of any defenses defense or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Distributing Business Asset, including including, any accounts receivable, receivable of any such partyPerson, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Distributing Business Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent . (b) Publishing (on behalf of itself and each other member of the Parent Publishing Group) understands and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties agrees that, except as expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, no party to this Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Ancillary Agreement or any instrumentother agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to the Publishing Business Assets or Publishing Liabilities transferred, assumed or retained as contemplated hereby or thereby, as to any Consents or Governmental Approvals required in connection therewith, as to the value or freedom from any Encumbrances of, or any other matter concerning, any Publishing Business Asset or Publishing Liability, or as to the absence of any defense or right of setoff or freedom from counterclaim with respect to any claim or other Publishing Business Asset, including, any accounts receivable of any Person, or as to the legal sufficiency of any assignment, document or agreement described in Section 2.01 includes representationsinstrument delivered hereunder or thereunder to convey title to any Publishing Business Asset or thing of value upon the execution, warrantiesdelivery and filing hereof or thereof. (c) EXCEPT AS MAY EXPRESSLY BE SET FORTH IN ANY ANCILLARY AGREEMENT, covenantsEACH PARTY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF ITS GROUP) UNDERSTANDS AND AGREES THAT ALL ASSETS TRANSFERRED PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT ARE BEING TRANSFERRED “AS IS, indemnities or other provisions inconsistent with the purpose of this Section 2.05WHERE IS.” EXCEPT AS MAY EXPRESSLY BE SET FORTH IN ANY ANCILLARY AGREEMENT, each of SpinCoNONE OF THE PARTIES OR ANY OF THEIR AFFILIATES MAKES ANY REPRESENTATION OR WARRANTY, on behalf of itself and the SpinCo GroupWHETHER EXPRESS, and ParentIMPLIED OR STATUTORY, on behalf of itself and the Parent GroupAND EACH PARTY (ON BEHALF OF ITSELF AND ITS AFFILIATES) HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO ANY ASSET TRANSFERRED PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, hereby waives and agrees not to enforce such provisionsINCLUDING, ANY WARRANTY OF CONDITION, MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands acknowledges and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the assets, businesses or Liabilities liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets any consents or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents approvals required in connection therewith herewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests security interests of, or any other matter concerning, any Assets or Liabilities assets of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Assetasset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder or thereunder to convey title to any Asset asset, right or thing of value property upon the execution, delivery and filing hereof or thereof. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, and each of Parent ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (on behalf of itself and each other member of the Parent GroupAND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) and SpinCo AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (on behalf of itself and each other member of the SpinCo GroupA) has relied only on the representations and warranties expressly contained in Section 11.01(c)ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary AgreementFREE AND CLEAR OF ANY SECURITY INTEREST, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that AND (aB) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

Disclaimer of Representations and Warranties. Each of Parent Purchaser acknowledges that (on behalf of itself a) it has had, and each pursuant to this Agreement shall have before Closing, access to the Acquired Company Entities and their respective assets and the officers or other member representatives of the Parent GroupAcquired Company Entities and Sellers and (b) in making the decision to enter into this Agreement and SpinCo (consummate the Transactions, Purchaser has relied solely on behalf of itself its own independent investigation, including environmental and each other member of inspections, and Sellers and the SpinCo Group) understands Acquired Company Entities expressly disclaim all liability and responsibility for, and Purchaser expressly acknowledges and agrees thatthat it has not relied upon, except any representation, warranty, statement or communication made, communicated (orally or in writing) to Purchaser or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this AgreementAgreement and any other agreement or certificate delivered pursuant hereto (including, without limitation, any Ancillary Agreement opinion, information, projection or advice that may have been provided to Purchaser by any officer, director, manager, employee, agent, consultant, representative or advisor of the Representation LettersAcquired Company Entities, no party Sellers or any of their respective Affiliates). Toward this end, except to the extent expressly provided in this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement certificate delivered pursuant hereto, neither the Acquired Company Entities nor Sellers or Sellers’ Affiliates shall have any liability to Purchaser (including following the Closing, the Acquired Company Entities) or any Ancillary Agreement is representing other Person resulting from the distribution to Purchaser, or warranting Purchaser’s use of, any such information relating to the Acquired Company Entities, or prepared by or on behalf of the Acquired Company Entities, and supplied to Purchaser before or after the date of this Agreement, or any information, documents or materials made available to Purchaser in the FMI Capital Advisors, Inc. data room, any presentations or any other form relating to the business of the Acquired Company Entities in connection with the Transactions. THE ACQUIRED COMPANY ENTITIES, SELLERS, AND THEIR RESPECTIVE AFFILIATES MAKE NO AND DISCLAIM ANY, AND PURCHASER DISCLAIMS ANY RELIANCE ON ANY, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (i) TITLE TO ANY ASSETS OR LAND USE RIGHTS, (ii) THE QUALITY, CONDITION, OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, THEIR MERCHANTABILITY, THEIR FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (iii) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY CONSULTANTS RELATING TO ANY ASSETS OF THE ACQUIRED COMPANY ENTITIES, (iv) ANY ESTIMATES OF THE VALUE OF THE INTERESTS OR ASSETS OF THE ACQUIRED COMPANY ENTITIES OR FUTURE REVENUES GENERATED THEREFROM, (v) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF ANY ASSETS OF THE ACQUIRED COMPANY ENTITIES, (vi) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ANY PERSON WITH RESPECT TO THE INTERESTS OR ASSETS OF THE ACQUIRED COMPANY ENTITIES, (vii) ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS, OR ANY DISCUSSION OR PRESENTATION RELATED THERETO, (viii) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (ix) ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF ANY ASSETS OF THE ACQUIRED COMPANY ENTITIES, AND (x) WHETHER THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT (BUT NOT WITH RESPECT TO ANY ACTUAL FRAUD RELATING TO ANY INCLUSIONS OR OMISSIONS IN THE SCHEDULES HERETO) CONTAIN ANY MATERIAL OMISSIONS. EXCEPT AS EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY AGREEMENT OR CERTIFICATE DELIVERED PURSUANT HERETO, ALL ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE). THE INCLUSION BY THE ACQUIRED COMPANY ENTITIES OR SELLERS OF ANY OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY THE ACQUIRED COMPANY ENTITIES, SELLERS’ REPRESENTATIVE OR SELLERS UNDER ANY LAW. Purchaser agrees that, to the extent required by Law to be effective, the disclosures contained in this Section 10.21 are “conspicuous” for purposes of any such Laws. Sellers’ Affiliates and their respective members, partners, stockholders, managers, directors, officers, agents and employees are third party beneficiaries of this Section 10.21. Nothing in this Section 10.21 shall in any way limit Purchaser’s rights as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as claims for Actual Fraud. Notwithstanding anything to the sufficiency of the Assets or Liabilities transferredcontrary in this Agreement, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or if in connection with any past transfers Action of a Party, the Assets or assumptions of prevailing party in such Action shall be entitled to receive, in addition to all other remedies to which such prevailing party may be entitled, the Liabilities, as to costs and expenses incurred by the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of applicable prevailing party in such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other AssetAction, including any accounts receivablereasonable attorneys’ fees and expenses, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereofcourt costs, and each of Parent other expenses, even if not recoverable by Law (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c)including, in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementwithout limitation, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titlefees, free and clear of any Security Interest and (b) any necessary noticestaxes, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Groupcosts, and Parentexpenses incident to appellate, on behalf of itself bankruptcy, and the Parent Group, hereby waives and agrees not to enforce such provisionspost-judgment proceedings).

Disclaimer of Representations and Warranties. Each of Parent Honeywell (on behalf of itself and each other member of the Parent Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Honeywell Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes has included representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself the Vendor and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) Purchaser understands and agrees that, except as expressly set forth in the Separation Agreement, this Agreement, any Ancillary the Tax Sharing Agreement or the Representation Lettersin any other Ancillary Agreement, no party (including its Affiliates) to the Separation Agreement, this Agreement, the Tax Sharing Agreement any other Ancillary Agreement or any other agreement or document contemplated by the Separation Agreement, this Agreement, the Tax Sharing Agreement or any other Ancillary Agreement is representing or warranting otherwise, makes any representations or warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein in the Separation Agreement, this Agreement, the Tax Sharing Agreement or in any other Ancillary Agreement, any (a) the parties and the members of their respective Group are transferring all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and basis, (b) the parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees shall will bear the economic and legal risks that (a) any conveyance shall will prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) none of the Vendor or the Purchaser (including their Affiliates) or any necessary noticesother Person makes any representation or warranty with respect to any information, Governmental Approvals documents or other Consents are not delivered material made available in connection with the Separation or obtained, as applicablethe Distribution, or that any requirements the entering into of Laws or judgments are not complied with. To the extent any Local Transfer Separation Agreement, this Agreement, the Tax Sharing Agreement or any instrumentother Ancillary Agreement or the transactions contemplated hereby or thereby, assignmentexcept as expressly set forth in the Separation Agreement, document this Agreement, the Tax Sharing Agreement or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or any other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsAncillary Agreement.

Disclaimer of Representations and Warranties. (a) Each of Parent Costamare (on behalf of itself and each other member of the Parent Costamare Group) and SpinCo ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (on behalf of itself and each other member of the SpinCo Costamare Bulkers Group) understands and agrees that, except as expressly set forth in this Agreement, Agreement or any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the such Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Costamare Business or the Parent Costamare Bulkers Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent . (on behalf of itself and each other member of the Parent Groupb) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” ”, “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titletitle or interest, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member of the Parent Groupa) and AS SpinCo (on behalf of itself and each other member of the SpinCo Availability Group) understands and agrees that, except as expressly set forth herein or in this any Ancillary Agreement, any Ancillary Agreement or no member of the Representation Letters, no party to this Agreement, any Ancillary Agreement SDS Group or any other agreement of their respective employees, agents or document contemplated by this Agreement or any Ancillary Agreement representatives is representing or warranting in any way as to any the Availability Assets or Availability Liabilities transferred transferred, assumed or assumed retained as contemplated hereby or thereby, as to the sufficiency of the Assets any consents or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests Encumbrances of, or any other matter concerning, any Assets Availability Asset or Liabilities of such partyAvailability Liability, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Availability Asset, including any accounts receivable, or as to the legal sufficiency of any such partyassignment, document or instrument delivered hereunder or thereunder to convey title to any Availability Asset or thing of value upon the execution, delivery and filing hereof or thereof. (b) Capital (on behalf of itself and each member of the SDS Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no member of the Availability Group or any of their respective employees, agents or representatives is representing or warranting in any way as to the SDS Assets or SDS Liabilities transferred, assumed or retained as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Encumbrances of, or any other matter concerning, any SDS Asset, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other SDS Asset, including any accounts receivable, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any SDS Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent . (on behalf of itself and each other member of the Parent Groupc) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Encumbrance; and (bii) any necessary notices, Consents or Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Honeywell (on behalf of itself and each other member of the Parent Honeywell Group) and SpinCo AdvanSix (on behalf of itself and each other member of the SpinCo AdvanSix Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo AdvanSix Business or the Parent Honeywell Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” ”, “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each Buyer acknowledges that (a) it has had, and pursuant to this Agreement shall have before Closing, access to the Companies, the AEC Subsidiary and their respective assets and the officers or other representatives of Parent the Companies, the AEC Subsidiary and Seller and (b) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation, including environmental and other inspections, and upon the express representations, warranties, covenants and agreements set forth in this Agreement, and Seller and the Companies expressly disclaim all liability and responsibility for any representation, warranty, statement or communication made or communicated (orally or in writing) to Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement (including, without limitation, any opinion, information, projection or advice that may have been provided to Buyer by any officer, director, employee, agent, consultant, representative or advisor of the Companies, the AEC Subsidiary, Seller or any of their respective Affiliates). Toward this end, except as expressly set forth in this Agreement, neither the Companies nor Seller or Seller’s Affiliates shall have liability to Buyer, any Buyer Indemnified Party (including following the Closing, the Companies and the AEC Subsidiary) or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information relating to the Companies and the AEC Subsidiary, or prepared by or on behalf of itself the Companies and each the AEC Subsidiary, and supplied to Buyer before or after the date of this Agreement, or any information, documents or materials made available to Buyer in any data rooms, any presentations or any other member form relating to the business of the Parent Group) Companies and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees AEC Subsidiary in connection with the transactions contemplated hereby. Accordingly, Buyer acknowledges that, except as expressly set forth in this Agreement, any Ancillary Agreement or neither the Representation LettersCompanies nor Seller nor either of their respective Affiliates has made, no party to this Agreementand THE COMPANIES, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebySELLER AND THEIR RESPECTIVE AFFILIATES MAKE NO AND DISCLAIM ANY, as REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (i) TITLE TO ANY ASSETS OR LAND USE RIGHTS, (ii) THE QUALITY, CONDITION, OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, THEIR MERCHANTABILITY, THEIR FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (iii) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY CONSULTANTS RELATING TO ANY ASSETS OF THE COMPANIES AND THE AEC SUBSIDIARY, (iv) ANY ESTIMATES OF THE VALUE OF THE INTERESTS OR ASSETS OF THE COMPANIES AND THE AEC SUBSIDIARY OR FUTURE REVENUES GENERATED THEREFROM, (v) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF ANY ASSETS OF THE COMPANIES AND THE AEC SUBSIDIARY, (vi) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ANY PERSON WITH RESPECT TO THE INTERESTS OR ASSETS OF THE COMPANIES AND THE AEC SUBSIDIARY, (vii) ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY DISCUSSION OR PRESENTATION RELATED THERETO, (viii) ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (ix) ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF ANY ASSETS OF T THE COMPANIES AND THE AEC SUBSIDIARY, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE). THE INCLUSION BY THE COMPANIES OR SELLER OF ANY OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY THE COMPANIES, THE AEC SUBSIDIARY OR SELLER UNDER ANY LAW. Buyer agrees that, to the sufficiency of extent required by Law to be effective, the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby disclosures contained in this Section 10.1 are “conspicuous” for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, purposes of any such partyLaws. Seller’s Affiliates and their respective members, or as to the legal sufficiency of any assignmentpartners, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the executionstockholders, delivery managers, directors, officers, agents and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets employees are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose third party beneficiaries of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions10.1.

Disclaimer of Representations and Warranties. Each of Parent HERC Holdings (on behalf of itself and each other member of the Parent GroupHERC Holdings Entity) and SpinCo New Hertz Holdings (on behalf of itself and each other member of the SpinCo GroupHertz Entity) understands and agrees that, except as expressly set forth in this Agreement, Agreement or in any Ancillary Agreement or the Representation LettersAgreement, no party (including its Affiliates) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement is representing or warranting otherwise, makes any representations or warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein in this Agreement or in any Ancillary Agreement, any (a) the parties and the members of their respective Groups are transferring all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and basis, (b) the parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) none of the HERC Holdings Entities or the Hertz Entities (including their respective Affiliates) or any necessary noticesother Person makes any representation or warranty with respect to any information, Governmental Approvals documents or other Consents are not delivered material made available in connection with the Separation or obtained, as applicablethe Distribution, or that any requirements the entering into of Laws or judgments are not complied with. To the extent any Local Transfer this Agreement or any instrumentAncillary Agreement or the transactions contemplated hereby or thereby, assignment, document except as expressly set forth in this Agreement or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsany Ancillary Agreement.

Disclaimer of Representations and Warranties. Each of Parent ATI (on behalf of itself and each other member of the Parent GroupATI, including TII) and SpinCo Water Pik (on behalf of itself and each other member of the SpinCo Water Pik Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable(including whether an asset is Year 2000 Compliant), as to any notices, Governmental Approvals consents or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim counterclaims with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Assets are being transferred on an “"as is,” “" "where is,” “" "with all faults” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and Interest. Without limiting the foregoing, neither ATI nor any other party hereto (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicableexcluding Water Pik), or that to any requirements of Laws Ancillary Agreement, is making any representation or judgments are not complied with. To the extent any Local Transfer Agreement warranty to Water Pik or any instrumentother Person in respect of the Water Pik Balance Sheet, assignmentincluding in respect of the accuracy or presentation thereof, document or agreement described in Section 2.01 includes representationsthe adequacy of accruals, warranties, covenants, indemnities or reserves and other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsamounts reflected thereon.

Disclaimer of Representations and Warranties. Each (a) Except for the representations and warranties set forth in Section 2, each of Parent (and Merger Sub acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of itself the Company to Parent or Merger Sub, and each other member of the Company hereby disclaims, and Parent Group) and SpinCo (Merger Sub hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of itself the Company, and each other member of notwithstanding the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement delivery or the Representation Letters, no party disclosure to this Agreement, any Ancillary Agreement Parent or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests ofMerger Sub, or any other matter concerningof their Representatives or Affiliates, any Assets or Liabilities of such party, or as to the absence of any defenses documentation or rights other information by the Company or any of set-off its Representatives or freedom from counterclaim Affiliates with respect to any claim one or more of the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other AssetPerson makes or has made any representation or warranty to Parent, including any accounts receivable, of any such partyMerger Sub, or as any of their Affiliates or Representatives, and Parent and Merger Sub hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the legal sufficiency of any assignmentCompany, document its Subsidiary or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent their respective businesses. (on behalf of itself and each other member of the Parent Groupb) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on Except for the representations and warranties expressly contained set forth in Section 11.01(c)3, in the Company acknowledges and agrees that no representation or warranty of any Ancillary Agreement kind whatsoever, express or the Representation Letters. Except as may expressly be set forth herein implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of Parent or Merger Sub, and Parent and Merger Sub hereby disclaim, and the Company hereby disclaims any Ancillary Agreementreliance upon, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titlerepresentation or warranty, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals whether by or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself Parent or Merger Sub, and notwithstanding the delivery or disclosure to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Sub or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing. In particular, without limiting the foregoing disclaimer, neither Parent, Merger Sub nor any other Person makes or has made any representation or warranty to the Company, or any of its Affiliates or Representatives, and the SpinCo GroupCompany hereby disclaims any reliance upon, and Parentany representation or warranty with respect to any financial projection, on behalf of itself and forecast, estimate, budget or prospect information relating to the Parent GroupSurviving Corporation, hereby waives and agrees not to enforce such provisionsits Subsidiary or their respective businesses after the Closing.

Disclaimer of Representations and Warranties. Each of Parent the Buyer Parties acknowledges that (i) it has had and pursuant to this Agreement shall have before Closing access to the Acquired Companies and the Acquired Company Assets and the officers or other representatives of the Seller and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, such Buyer Party has relied solely on the basis of its own independent investigation, including environmental and other inspections, and upon the express representations, warranties, covenants, and agreements set forth in this Agreement, and the Seller Parties expressly disclaim all liability and responsibility for any representation, warranty, statement or communication made or communicated (orally or in writing) to such Buyer Party or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement or any Transaction Document (including, without limitation, any opinion, information, projection or advice that may have been provided to the Buyer by any officer, director, employee, agent, consultant, representative or advisor of the Seller or any of its Affiliates). Toward this end, except as expressly set forth in this Agreement, no Seller Indemnitee shall have liability to any Buyer Party or any other Person resulting from the distribution to any Buyer Party, or any Buyer Party’s use of, any such information relating to any Seller Indemnitee, or prepared by or on behalf of itself any Seller Indemnitee, and each supplied to any Buyer Party before the date of this Agreement, or any information, documents or materials made available to the Buyer Parties in any data rooms, any presentation or in any other member form relating to the business of the Parent Group) and SpinCo (on behalf of itself and each other member of Acquired Companies in connection with the SpinCo Group) understands and agrees transactions contemplated hereby. Accordingly, the Buyer Parties acknowledge that, except as expressly set forth in this Agreement, any Ancillary Agreement or none of the Representation LettersSeller Parties has made, no party to this Agreementand THE SELLER PARTIES MAKE NO AND DISCLAIM ANY, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebyREPRESENTATIONS OR WARRANTIES, as WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OF THE ACQUIRED COMPANY ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), INCLUDING FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION. THE INCLUSION BY ANY SELLER PARTY OF ANY OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY ANY SELLER PARTY UNDER ANY LAW (INCLUDING ANY ENVIRONMENTAL LAW) FOR ACTS, OMISSIONS, OBLIGATIONS OR EVENTS INVOLVING THE PRESENCE, IF ANY, OF ANY POLLUTANTS, CONTAMINANTS, TOXIN OR HAZARDOUS OR EXTREMELY HAZARDOUS SUBSTANCES, MATERIALS, WASTES, CONSTITUENTS, COMPOUNDS OR CHEMICALS THAT ARE REGULATED BY, OR MAY FORM THE BASIS OF LIABILITY UNDER, ANY ENVIRONMENTAL LAWS ON OR ADJACENT TO THE PARTNERSHIP’S ASSETS. The Parties agree that, to the sufficiency of extent required by Law to be effective, the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby disclosures contained in this Section 8(h) are “conspicuous” for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, purposes of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsLaws.

Disclaimer of Representations and Warranties. (a) Each of Parent Vista Outdoor (on behalf of itself and each other member of the Parent Vista Outdoor Group) and SpinCo [Outdoor Products] (on behalf of itself and each other member of the SpinCo [Outdoor Products] Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred transferred, conveyed, accepted or assumed as contemplated hereby or thereby, as to the sufficiency of the such Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Vista Outdoor Business or the Parent [Outdoor Products] Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent . (on behalf of itself and each other member of the Parent Groupb) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred or conveyed on an “as is,” ”, “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (ai) any transfer or conveyance shall prove to be insufficient to vest in the transferee good and marketable titletitle or interest, free and clear of any Security Interest Interest, and (bii) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments Judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Buyer acknowledges that (on behalf of itself a) it has had, and each pursuant to this Agreement shall have before Closing, access to the Company, its Subsidiaries and their respective assets and the officers or other member representatives of the Parent GroupCompany, its Subsidiaries and Seller and (b) in making the decision to enter into this Agreement and SpinCo consummate the transactions contemplated hereby, Buyer has relied solely on (on behalf of itself i) its own independent investigation, including environmental and each other member of inspections, and (ii) the SpinCo Group) understands express representations, warranties, covenants and agreements specifically set forth in this Agreement and any other agreement or certificate delivered pursuant hereto, and Seller and the Company expressly disclaim all liability and responsibility for, and Buyer expressly acknowledges and agrees thatthat it has not relied upon, except any representation, warranty, statement or communication made, communicated (orally or in writing) to Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this AgreementAgreement and any other agreement or certificate delivered pursuant hereto (including, without limitation, any Ancillary Agreement opinion, information, projection or advice that may have been provided to Buyer by any officer, director, manager, employee, agent, consultant, representative or advisor of the Representation LettersCompany, no party its Subsidiaries, Seller or any of their respective Affiliates). Toward this end, except to the extent expressly incorporated in the representations and warranties set forth in this Agreement, any Ancillary Agreement or any other agreement or document certificate delivered pursuant hereto, neither the Company nor Seller or Seller’s Affiliates shall have liability to Buyer, any Buyer Party (including following the Closing, the Company and its Subsidiaries) or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information relating to the Company and its Subsidiaries, or prepared by or on behalf of the Company and its Subsidiaries, and supplied to Buyer before or after the date of this Agreement, or any information, documents or materials made available to Buyer in any data rooms, any presentations or any other form relating to the business of the Company and its Subsidiaries in connection with the transactions contemplated hereby. Accordingly, Buyer acknowledges that, the representations and warranties of Seller and the Company set forth in Article III and Article IV and any other agreement or certificate delivered pursuant hereto are the sole representations and warranties of Seller and the Company with respect to the transactions contemplated by this Agreement or any Ancillary Agreement is representing or warranting and, except as expressly and specifically set forth in this Agreement, neither the Company nor Seller nor either of their respective Affiliates has made, and THE COMPANY, SELLER AND THEIR RESPECTIVE AFFILIATES MAKE NO AND DISCLAIM ANY, AND BUYER DISCLAIMS ANY RELIANCE ON ANY, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (i) TITLE TO ANY ASSETS OR LAND USE RIGHTS, (ii) THE QUALITY, CONDITION, OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, THEIR MERCHANTABILITY, THEIR FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (iii) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY CONSULTANTS RELATING TO ANY 1. Nothing in this Section 12.1 shall in any way limit Buyer’s rights as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as claims for Actual Fraud. Notwithstanding anything to the sufficiency of the Assets or Liabilities transferredcontrary in this Agreement, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or if in connection with any past transfers Action alleging Actual Fraud of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any a Seller Party (other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim than in connection with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained made by Seller and the Company in Section 11.01(c)Articles III and IV) the prevailing party in such Action shall be entitled to receive, in any Ancillary Agreement or addition to all other remedies to which such prevailing party may be entitled, the Representation Letters. Except as may expressly be set forth herein or costs and expenses incurred by the applicable prevailing party in any Ancillary Agreementsuch Action, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis including reasonable attorneys’ fees and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titleexpenses, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Groupcourt costs, and Parentother expenses, on behalf of itself even if not recoverable by Law (including, without limitation, all fees, taxes, costs, and the Parent Groupexpenses incident to appellate, hereby waives bankruptcy, and agrees not to enforce such provisionspost-judgment proceedings).

Disclaimer of Representations and Warranties. Each Neither the Resigning Agent nor the Resigning L/C Issuer shall be responsible or liable for, and neither of Parent them makes any representation or warranty with respect to, (on behalf of itself and each other member i) the execution, legality, validity, effectiveness, enforceability, genuineness, collectability or sufficiency of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Credit Agreement, any Ancillary Agreement the Loans, the Letters of Credit or the Representation Lettersother Loan Documents or the value of, no party or the validity, perfection or priority of any Lien or security interest created or purported to this Agreementbe created under or in connection with, any Ancillary Loan Document or any other instrument or document furnished pursuant thereto, or the sufficiency of any documentation transferring any such Lien or security interest to the Successor Agent; (ii) any representations, warranties, recitals or statements made in the Credit Agreement or any other agreement Loan Document or document contemplated made in an any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made to the Successor Agent or by this or on behalf of the Borrower or any of its Subsidiaries to the Resigning Agent or the Successor Agent in connection with the Credit Agreement or any Ancillary Agreement is representing other Loan Documents or warranting in any way as to any Assets the transactions contemplated thereby; (iii) the financial condition, assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency business affairs of the Assets or Liabilities transferredBorrower, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, Subsidiary or any other matter concerningPerson liable for the payment of any Obligations or the performance or observance by the Borrower, any Assets Subsidiary or Liabilities any other Person of such partyany of its obligations under the Credit Agreement, any other Loan Document or as any other instrument or document furnished pursuant thereto; (iv) solely with respect to the absence Successor Agent, the Successor L/C Issuer, and the Lenders, the existence or basis for any claim, counterclaim, defense or offset relating to the Loans or the transactions contemplated by the Credit Agreement and the other Loan Documents; (v) the compliance of the Loans or the Loan Documents with any applicable laws, rulings or regulations of any defenses governmental authority; (vi) the condition or rights value of set-off any collateral or freedom from counterclaim the sufficiency or value of any guarantee or other credit support; or (vii) solely with respect to the Successor Agent, the Successor L/C Issuer, and the Lenders, any other matter relating to the Credit Agreement or any other Loan Document or any extension of credit thereunder. Each of the Successor Agent and the Successor L/C Issuer agrees that it has made, and will continue to make, independently and without reliance upon the Resigning Agent or the Resigning L/C Issuer, and based on such documents and information as it shall deem appropriate at the time, its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents and that neither the Resigning Agent nor the Resigning L/C Issuer is obligated to share any information, including any “know your customer” information, with respect to any claim Loan Party or other Asset, including any accounts receivable, of any such party, or as to Lender with the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement Successor Agent or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsSuccessor L/C Issuer.

Disclaimer of Representations and Warranties. (a) Each of Parent Intercontinental (on behalf of itself and each other member of the Parent GroupSnackCo Entity) and SpinCo Group Brands (on behalf of itself and each other member of the SpinCo GroupGroceryCo Entity) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party (including its and their Affiliates and Subsidiaries) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing making any representations or warranting warranties relating in any way as to the Intellectual Property, to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyIntellectual Property, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value Intellectual Property upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary this Agreement, any such Assets are (a) all Intellectual Property is being transferred or licensed on an “as is,” “where is,” “with all faults” basis and basis, (b) any implied warranty of merchantability, fitness for a specific purpose or otherwise is hereby expressly disclaimed, (c) the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) any necessary notices, Governmental Approvals none of the parties (including their Affiliates or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Subsidiaries) to this Agreement or any instrumentother Person makes any representation or warranty with respect to any information, assignmentdocuments or materials made available in connection with entering into this Agreement, document or agreement described in Section 2.01 includes representationsthe transactions contemplated hereby. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT THE ASSIGNMENTS AND LICENSES HEREIN ARE MADE ON AN “AS-IS,” QUITCLAIM BASIS AND THAT NEITHER PARTY NOR ANY SUBSIDIARY OF SUCH PARTY HAS MADE OR WILL MAKE ANY WARRANTY WHATSOEVER, warrantiesEXPRESS, covenantsIMPLIED OR STATUTORY, indemnities or other provisions inconsistent with the purpose of this Section 2.05INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, each of SpinCoFITNESS FOR A PARTICULAR PURPOSE, on behalf of itself and the SpinCo GroupTITLE, and ParentENFORCEABILITY, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsNON-INFRINGEMENT OR VALIDITY OF PATENT CLAIMS (ISSUED OR PENDING).

Disclaimer of Representations and Warranties. Each of Parent (EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, PARENT, FIRST MERGER SUB AND SECOND MERGER SUB MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF PARENT, FIRST MERGER SUB, SECOND MERGER SUB OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Parent, First Merger Sub and Second Merger Sub acknowledge, for themselves and on behalf of itself and each other member of the Parent GroupIndemnified Parties, that (i) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly contained in Article III hereof or expressly set forth in this Agreementany other Transaction Document, any Ancillary Agreement or none of the Representation LettersCompany, no party to this Agreement, any Ancillary Agreement the Company Stockholders or any other agreement Person has made or document contemplated by this Agreement makes any other express or implied representation or warranty, either written or oral, at law or in equity on behalf of the Company Stockholders, the Company or their Affiliates, in respect of the Company’s business, the Company, its Affiliates, or any Ancillary Agreement is representing of their respective businesses, assets, liabilities, operations, prospects, or warranting condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Company’s or its Affiliates’ business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Company, the Business, their respective assets or their respective Affiliates furnished to Parent, First Merger Sub and their representatives or made available to Parent, First Merger Sub and their representatives in any way as to “data rooms,” “virtual data rooms,” management presentations or in any Assets or Liabilities transferred or assumed as contemplated hereby or therebyother form in expectation of, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of with, the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests ofMergers, or in respect of any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereofwhatsoever, and each of (ii) Parent (and the Merger Subs have not relied on behalf of itself and each other member any representation or warranty of the Parent Group) and SpinCo (on behalf of itself and each Company other member of the SpinCo Group) has relied only on than the representations and warranties expressly contained in Section 11.01(c), Article III of this Agreement or expressly set forth in any Ancillary Agreement other Transaction Document. Notwithstanding the foregoing, nothing in this Section 4.12 is intended to, and it shall not impede, impair, hinder or affect in any respect any claim based upon Fraud solely with respect to the Representation Letters. Except as may expressly be representations and warranties set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose Article III of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsAgreement.

Disclaimer of Representations and Warranties. Each of Parent ATI (on behalf of itself and each other member of the Parent GroupATI, including TII) and SpinCo Teledyne Technologies (on behalf of itself and each other member of the SpinCo Teledyne Technologies Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable(including whether an Asset is Year 2000 Compliant), as to any notices, Governmental Approvals consents or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim counterclaims with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member . Without limiting the scope of the Parent Groupforegoing, no party makes any representations or warranties as to the Intellectual Property sought to be transferred herein, including, without limitation, whether such Intellectual Property or any portion thereof is valid, enforceable, freely transferable, free and clear of liens (except permitted liens) or sufficient and SpinCo (on behalf complete in order to conduct the Teledyne Technologies Business, whether any party herein owns, has the exclusive right to use or has the ability to practice such Intellectual Property or any portion thereof, or whether such Intellectual property or the operation of itself and each other member any aspect of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), Teledyne Technologies Business infringes or conflicts in any Ancillary Agreement or the Representation Lettersway with any Intellectual Property right of any third party. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Assets are being transferred on an “"as is,” “" "where is,” “" "with all faults” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and Interest. Without limiting the foregoing, neither ATI nor any other party hereto (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicableexcluding Teledyne Technologies), or that to any requirements of Laws Ancillary Agreement, is making any representation or judgments are not complied with. To the extent any Local Transfer Agreement warranty to Teledyne Technologies or any instrumentother Person in respect of the Teledyne Technologies Balance Sheet, assignmentincluding in respect of the accuracy or presentation thereof, document or agreement described in Section 2.01 includes representationsthe adequacy of accruals, warranties, covenants, indemnities or reserves and other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsamounts reflected thereon.

Disclaimer of Representations and Warranties. (a) EACH OF JS GLOBAL (ON BEHALF OF ITSELF AND EACH MEMBER OF THE JS GLOBAL GROUP) AND ▇▇▇▇▇▇▇▇▇▇ (ON BEHALF OF ITSELF AND EACH MEMBER OF THE SHARKNINJA GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS (b) Each of Parent JS Global (on behalf of itself and each other member of the Parent JS Global Group) and SpinCo SharkNinja (on behalf of itself and each other member of the SpinCo SharkNinja Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 2.11(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both JS Global or any member of the JS Global Group, on the one hand, and SharkNinja or any member of the SharkNinja Group, on the other hand, are jointly or severally liable for any JS Global Liability or any SharkNinja Liability, respectively, then, the Parties intend that, except as expressly set forth in this Agreementnotwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by provisions of this Agreement or and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated and all purposes among the Parties and their respective Subsidiaries. (c) JS Global hereby or thereby, as to the sufficiency waives compliance by itself and each and every member of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for JS Global Group with the conduct requirements and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence provisions of any defenses “bulk-sale” or rights “bulk transfer” Laws of set-off or freedom from counterclaim any jurisdiction that may otherwise be applicable with respect to any claim the transfer or other Asset, including any accounts receivable, sale of any such party, or as all of the JS Global Assets to JS Global or any member of the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent JS Global Group. (on behalf of d) SharkNinja hereby waives compliance by itself and each other and every member of the Parent Group) SharkNinja Group with the requirements and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear provisions of any Security Interest and (b) “bulk-sale” or “bulk transfer” Laws of any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or jurisdiction that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent may otherwise be applicable with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not respect to enforce such provisions.the

Disclaimer of Representations and Warranties. Each of Parent Company (on behalf of itself and each other member of the Parent Company Group) and SpinCo Wytec (on behalf of itself and each other member of the SpinCo Wytec Group) understands and agrees that, except as expressly set forth in this Agreement, Agreement or any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Wytec Business or the Parent Company Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “"as is,” “", "where is,” “with all faults” " basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered obtained or obtained, as applicable, or that there is not compliance with any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsjudgments.

Disclaimer of Representations and Warranties. Each of Parent (a) EATC NV (on behalf of itself and each other member of EATC NV Entity and the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo GroupEATC NV Indemnified Parties) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any the EATC NV Assets or EATC NV Liabilities transferred transferred, assumed or assumed retained as contemplated hereby or thereby, as to the sufficiency of the Assets any Consents or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests Encumbrances of, or any other matter concerning, any Assets EATC NV Asset or Liabilities of such partyEATC NV Liability, or as to the absence of any defenses defense or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other EATC NV Asset, including any Intercompany Accounts or any accounts receivable, receivable of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder or thereunder to convey title to any EATC NV Asset or thing of value upon the execution, delivery and filing hereof or thereof. (b) EATC UT (on behalf of itself and each EATC UT Entity and the EATC UT Indemnified Parties) understands and agrees that, except as expressly set forth in this Agreement, no party to this Agreement is representing or warranting in any way as to the EATC NV Assets or EATC NV Liabilities transferred, assumed or retained as contemplated hereby or thereby, as to any Consents or Governmental Approvals required in connection therewith, as to the value or freedom from any Encumbrances of, or any other matter concerning, any EATC NV Asset or EATC NV Liability, or as to the absence of any defense or right of setoff or freedom from counterclaim with respect to any claim or other EATC NV Asset, including any Intercompany Accounts or any accounts receivable of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any EATC NV Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent . (on behalf of itself and each other member of the Parent Groupc) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such All EATC NV Assets are being transferred on an “as is,” “, where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titletitle (or leasehold, as applicable), free and clear of any Security Interest Encumbrance, and (bii) any necessary notices, Consents or Governmental Approvals or other Consents are not delivered obtained or obtained, as applicable, or that any requirements of Laws or judgments Applicable Law are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each Grantor does not represent or warrant that it owns all seams of Parent (Coal on behalf of itself and each other member all of the Parent GroupProperty; rather, the intent of this Deed is to convey to Grantee only the Coal (Pittsburgh seam) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only Coal Mining Rights that Grantor presently owns on the representations tracts shown on Exhibit A and warranties expressly contained described in Section 11.01(c), in any Ancillary Agreement or Exhibits B and C. Grantee acknowledges that the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets Coal and Coal Mining Rights are being transferred on an sold and accepted “as is,” “where is,” and “with all faults” basis and the respective transferees shall bear the economic and legal risks that in their present condition, without any representation or warranty (express or implied) of any kind or nature, oral or written, past, present or future, with regard to (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titlephysical, free and clear operating, regulatory compliance, safety, or environmental condition of any Security Interest and the Property; (b) mineability, washability, volume, location, quantity, quality, access to or recoverability of Coal in, on or under the Property; (c) geological conditions of the Property; or (d) the accuracy, completeness, content or materiality of any data, information or records furnished to Grantee in connection with this Deed. Grantee acknowledges that it has made such investigation and conducted such due diligence of the condition of the Property and the Coal and Coal Mining Rights as Grantee deems necessary noticesor advisable to consummate the transaction contemplated in this Deed, Governmental Approvals and is relying solely upon its own investigation and not upon any statement or opinion by Grantor. Grantee accepts title to the Coal and Coal Mining Rights subject to: (a) all liens for real estate, ad valorem or other Consents are taxes, assessments and governmental charges, whether general or special, not delivered or obtainedyet due and payable (and agrees to be solely responsible for payment of all unmined mineral taxes assessed on the Coal for calendar year 2007), as applicable(b) zoning laws, or that building and use restrictions, codes and ordinances of any requirements governmental authority, (c) any encumbrances, other matters of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrumentrecord, assignmenteasements, document or agreement described in Section 2.01 includes representationsrights-of-way, warrantiesservitudes, permits, roadways, estates, covenants, indemnities conditions, exceptions, reservations, restrictions, disputes, closure errors, and prior grants, including, without limitation, grants or reservations of coal, oil, gas or other provisions inconsistent minerals and restrictions, apparent on the Property or shown by instruments known to Grantee or of record, (d) all matters that an accurate and complete map or survey, inspection and/or title examination would reveal, (e) the state of compliance or non-compliance of the Property, Coal and Coal Mining Rights with any laws, codes, ordinances, rules, regulations or private restrictive covenants applicable to or affecting the purpose Coal and Coal Mining Rights, (f) water, sewage, gas, electric, telephone and cable lines and other utilities, if any, affecting the Coal and Coal Mining Rights, (g) any prior conveyance and any leases, licenses, operating agreements and other contracts and agreements relating to the right or privilege of this Section 2.05exploring and drilling for, each operation, producing, marketing and/or selling coalbed methane, coal mine methane or coal gob methane gas and all associated and appurtenant rights, easements and operating assets or of SpinCooil and natural gas, on behalf including pursuant to any prior deeds in favor of itself Grantee and the SpinCo GroupMaster Deed, (h) the unrecorded Master Cooperation Agreement referenced and referred to in the Master Deed, (i) any prior conveyance or reservation, and Parentany leases, licenses, operating agreements and other contracts and agreements with any third party (including, but not limited to, any right of first refusal) pursuant to which such third party has title to, or a bona fide property right in and to, the surface estate overlying the Coal, including without limitation any rights against or restricting subsidence, and (j) any exceptions set forth in the instruments listed and described on behalf of itself Exhibit D and the Parent Group, hereby waives and agrees not to enforce such provisions.E.

Disclaimer of Representations and Warranties. Each of Parent (a) New Viacom (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo New Viacom Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise is representing or warranting in any way as to any the New Viacom Assets or New Viacom Liabilities transferred transferred, assumed or assumed retained as contemplated hereby or thereby, as to the sufficiency of the Assets any Consents or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests Encumbrances of, or any other matter concerning, any Assets New Viacom Asset or Liabilities of such partyNew Viacom Liability, or as to the absence of any defenses defense or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other New Viacom Asset, including including, without limitation, any accounts receivable, receivable of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder or thereunder to convey title to any New Viacom Asset or thing of value upon the execution, delivery and filing hereof or thereof. (b) CBS (on behalf of itself and each member of the CBS Group) understands and agrees that, except as expressly set forth in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise is representing or warranting in any way as to the CBS Assets or CBS Liabilities transferred, assumed or retained as contemplated hereby or thereby, as to any Consents or Governmental Approvals required in connection therewith, as to the value or freedom from any Encumbrances of, or any other matter concerning, any CBS Asset or CBS Liability, or as to the absence of any defense or right of setoff or freedom from counterclaim with respect to any claim or other CBS Asset, including, without limitation, any accounts receivable of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any CBS Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent . (on behalf of itself and each other member of the Parent Groupc) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such New Viacom Assets and CBS Assets are being transferred on an “as is,” “where is,” “with all faults” basis (and, in the case of any real property, by means of a special or limited warranty deed or similar form of deed or conveyance) and the respective transferees shall bear the economic and legal risks that (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Encumbrance, and (bii) any necessary notices, Consents or Governmental Approvals or other Consents are not delivered obtained or obtained, as applicable, or that any requirements of Laws or judgments Law are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent ATI (on behalf of itself and each other member of the Parent GroupATI, including TII) and SpinCo Water Pik (on behalf of itself and each other member of the SpinCo Water Pik Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable(including whether an asset is Year 2000 Compliant), as to any notices, Governmental Approvals consents or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim counterclaims with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member . Without limiting the scope of the Parent Groupforegoing, no party makes any representations or warranties as to the Intellectual Property sought to be transferred herein, including, without limitation, whether such Intellectual Property or any portion thereof is valid, enforceable, freely transferable, free and clear of liens (except permitted liens) or sufficient and SpinCo (on behalf complete in order to conduct the Water Pik Business, whether any party herein owns, has the exclusive right to use or has the ability to practice such Intellectual Property or any portion thereof, or whether such Intellectual Property or the operation of itself and each other member any aspect of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), Water Pik Business infringes or conflicts in any Ancillary Agreement or the Representation Lettersway with any Intellectual Property right of any third party. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Assets are being transferred on an “"as is,” “" "where is,” “" "with all faults” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and Interest. Without limiting the foregoing, neither ATI nor any other party hereto (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicableexcluding Water Pik), or that to any requirements of Laws Ancillary Agreement, is making any representation or judgments are not complied with. To the extent any Local Transfer Agreement warranty to Water Pik or any instrumentother Person in respect of the Water Pik Balance Sheet, assignmentincluding in respect of the accuracy or presentation thereof, document or agreement described in Section 2.01 includes representationsthe adequacy of accruals, warranties, covenants, indemnities or reserves and other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsamounts reflected thereon.

Disclaimer of Representations and Warranties. Each of Parent Nuance (on behalf of itself and each other member of the Parent Nuance Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersLetter, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Nuance Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent Nuance (on behalf of itself and each other member of the Parent Nuance Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c12.01(c), in any Ancillary Agreement or the Representation LettersLetter. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself FGC and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) GRC understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement Agreement, is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business FGC or the Parent Business, as applicableGRC, as to any notices, Governmental Approvals governmental approvals or other Consents consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyLiabilities, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” ”, “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals governmental approvals or other Consents consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws laws or judgments are not complied with. To ​ Each Party shall, at the extent any Local Transfer Agreement reasonable request of the other Party, take, or any instrumentcause to be taken, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or such other provisions inconsistent with actions as may be necessary to effect the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsforegoing.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, in any Ancillary Agreement or in the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or in the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes has included representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (EXCEPT AS EXPRESSLY SET FORTH IN THIS Article III, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR ANY OF ITS ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. The Company acknowledges, for itself and on behalf of itself and each other member of the Parent GroupSellers, that (i) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly contained in Article IV hereof or expressly set forth in this Agreementany other Transaction Document, any Ancillary Agreement or none of Parent, the Representation Letters, no party to this Agreement, any Ancillary Agreement Merger Subs or any other agreement Person has made or document contemplated by this Agreement makes any other express or implied representation or warranty, either written or oral, at law or in equity on behalf of Parent, the Merger Subs or their Affiliates, in respect of Parent, the Merger Subs, their Affiliates or any Ancillary Agreement is representing of their respective businesses, assets, liabilities, operations, prospects, or warranting condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of Parent’s or its Affiliates’ business, the effectiveness or the success of any operations, or the accuracy or completeness of any Confidential Information memoranda, documents, projections, material or other information (financial or otherwise) regarding Parent, the Merger Subs or their Affiliates furnished to the Company, any Seller or any of their respective representatives or made available to the Company, any Seller or any of their respective representatives in any way as to “data rooms,” “virtual data rooms,” management presentations or in any Assets or Liabilities transferred or assumed as contemplated hereby or therebyother form in expectation of, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with with, the Mergers, or in respect of any past transfers other matter or thing whatsoever, and (ii) the Company has not relied on any representation or warranty of Parent, the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, Merger Subs or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or Person other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on than the representations and warranties expressly contained in Section 11.01(c), Article IV of this Agreement or expressly set forth in any Ancillary Agreement other Transaction Document (as applicable). Notwithstanding the foregoing, nothing in this Section 3.27 is intended to, and it shall not impede, impair, hinder or affect in any respect any claim based upon Fraud solely with respect to the Representation Letters. Except as may expressly be representations and warranties set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose Article IV of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsAgreement.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself FGC and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) GRC understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement Agreement, is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business FGC or the Parent Business, as applicableGRC, as to any notices, Governmental Approvals governmental approvals or other Consents consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyLiabilities, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” ”, “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals governmental approvals or other Consents consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws laws or judgments are not complied with. To Each Party shall, at the extent any Local Transfer Agreement reasonable request of the other Party, take, or any instrumentcause to be taken, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or such other provisions inconsistent with actions as may be necessary to effect the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsforegoing.

Disclaimer of Representations and Warranties. (a) Each of Parent Distributing and SVMC (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo its Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any the SVM Business Assets or SVM Liabilities transferred transferred, assumed or assumed retained as contemplated hereby or thereby, as to the sufficiency of the Assets any Consents or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests Encumbrances of, or any other matter concerning, any Assets SVM Business Asset or Liabilities of such partySVM Liability, or as to the absence of any defenses defense or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other SVM Business Asset, including including, any accounts receivable, receivable of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any SVM Business Asset or thing of value upon the execution, delivery and filing hereof or thereof, . (b) Each of Controlled and each of Parent TG LP (on behalf of itself and each other member of the Parent its Group) understands and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties agrees that, except as expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, no party to this Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Ancillary Agreement or any instrumentother agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to the TG Business Assets or TG Liabilities transferred, assumed or retained as contemplated hereby or thereby, as to any Consents or Governmental Approvals required in connection therewith, as to the value or freedom from any Encumbrances of, or any other matter concerning, any TG Business Asset or TG Liability, or as to the absence of any defense or right of setoff or freedom from counterclaim with respect to any claim or other TG Business Asset, including, any accounts receivable of any party, or as to the legal sufficiency of any assignment, document or agreement described in Section 2.01 includes representationsinstrument delivered hereunder or thereunder to convey title to any TG Business Asset or thing of value upon the execution, warrantiesdelivery and filing hereof or thereof. (c) EXCEPT AS MAY EXPRESSLY BE SET FORTH IN ANY ANCILLARY AGREEMENT, covenantsEACH PARTY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF ITS GROUP) UNDERSTANDS AND AGREES THAT ALL ASSETS TRANSFERRED PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT ARE BEING TRANSFERRED “AS IS, indemnities or other provisions inconsistent with the purpose of this Section 2.05WHERE IS.” EXCEPT AS MAY EXPRESSLY BE SET FORTH IN ANY ANCILLARY AGREEMENT, each of SpinCoNONE OF THE PARTIES OR ANY OF THEIR AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, on behalf of itself and the SpinCo GroupWHETHER EXPRESS, and ParentIMPLIED OR STATUTORY, on behalf of itself and the Parent GroupAND EACH PARTY (ON BEHALF OF ITSELF AND ITS AFFILIATES) HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO ANY ASSET TRANSFERRED PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, hereby waives and agrees not to enforce such provisionsINCLUDING, ANY WARRANTY OF CONDITION, MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.

Disclaimer of Representations and Warranties. Each The Buyer acknowledges that (i) it has had and pursuant to this Agreement shall have before Closing access to the Acquired Companies and the Acquired Company Assets and the officers of Parent the Seller and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, the Buyer has relied solely on the basis of its own independent investigation, including environmental and other inspections, and upon the express representations, warranties, covenants, and agreements set forth in this Agreement, and the Seller expressly disclaims all liability and responsibility for any representation, warranty, statement or communication made or communicated (orally or in writing) to the Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement or any Transaction Agreement (including, without limitation, any opinion, information, projection or advice that may have been provided to the Buyer by any officer, director, employee, agent, consultant, representative or advisor of the Seller or any of its Affiliates). Toward this end, except as expressly set forth in this Agreement, no Seller Indemnitee shall have liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer's use of, any such information relating to any Seller Indemnitee, or prepared by or on behalf of itself any Seller Indemnitee, and each supplied to the Buyer before the date of this Agreement, or any information, documents or materials made available to the Buyer in any data rooms, any presentation or in any other member form relating to the business of the Parent Group) and SpinCo (on behalf of itself and each other member of Acquired Companies in connection with the SpinCo Group) understands and agrees transactions contemplated hereby. Accordingly, the Buyer acknowledges that, except as expressly set forth in this Agreement, any Ancillary Agreement the Seller has not made, and THE SELLER MAKES NO AND DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (i) TITLE TO ANY OF THE ACQUIRED COMPANY ASSETS (INCLUDING ANY RIGHTS OF WAY) (WHETHER RELATING TO DEFECTIVE TITLE OR GAPS IN TITLE), (ii) THE QUALITY, CONDITION, OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT, OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, (iii) THEIR MERCHANTABILITY, (iv) THEIR FITNESS FOR ANY PARTICULAR PURPOSE, (v) THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (vi) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANTS, OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION RELATING TO ANY ACQUIRED COMPANY ASSETS, (vii) THE QUANTITY, QUALITY, PRODUCTION OR RECOVERABILITY OF HYDROCARBONS, (viii) ANY ESTIMATES OF THE VALUE OF THE ACQUIRED COMPANY EQUITY INTERESTS OR RELATED ACQUIRED COMPANY ASSETS OR FUTURE REVENUES GENERATED THEREFROM, (ix) THE MAINTENANCE, REPAIR, CONDITION, QUALITY SUITABILITY, DESIGN OR MARKETABILITY OF THE ACQUIRED COMPANY ASSETS, (x) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ANY PERSON WITH RESPECT TO THE ACQUIRED COMPANY EQUITY INTERESTS OR ACQUIRED COMPANY ASSETS, (xi) ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY DISCUSSION OR PRESENTATION RELATED THERETO, (xii) ANY EXPRESS OR IMPLIED WARRANTY OF FREEDOM FROM INTELLECTUAL PROPERTY INFRINGEMENT, (xiii) ANY RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (xiv) ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ACQUIRED COMPANY ASSETS, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OF THE ACQUIRED COMPANY ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, "AS IS, WHERE IS" WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), INCLUDING FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION. THE INCLUSION BY ANY SELLER PARTY OF ANY OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY ANY SELLER PARTY UNDER ANY LAW (INCLUDING ANY ENVIRONMENTAL LAW) FOR ACTS, OMISSIONS, OBLIGATIONS OR EVENTS INVOLVING THE PRESENCE, IF ANY, OF ANY POLLUTANTS, CONTAMINANTS, TOXIN OR HAZARDOUS OR EXTREMELY HAZARDOUS SUBSTANCES, MATERIALS, WASTES, CONSTITUENTS, COMPOUNDS OR CHEMICALS THAT ARE REGULATED BY, OR MAY FORM THE BASIS OF LIABILITY UNDER, ANY ENVIRONMENTAL LAWS ON OR ADJACENT TO THE ACQUIRED COMPANY ASSETS. The Buyer acknowledges and agrees that the Seller cannot and does not covenant or warrant that the Representation Letters, no party Buyer shall become successor operator of the Blue Water Plant since such assets and properties may be subject to this Agreement, any Ancillary Agreement operating or any other agreement or agreements that document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as the procedure relating to the sufficiency appointment of the Assets or Liabilities transferreda successor operator. The Parties agree that, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests ofextent required by Law to be effective, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, disclosures contained in this Section 8(h) are "conspicuous" for purposes of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsLaws.