Common use of Exclusivity of Representations and Warranties Clause in Contracts

Exclusivity of Representations and Warranties. The representations and warranties made by Parent and the Company in this Article IV are the exclusive representations and warranties made by Parent and the Company with respect to Parent, the Company, any of their respective Affiliates, the Business, the Purchased Assets and the Assumed Liabilities. Parent and the Company hereby disclaim any other express or implied representations or warranties with respect to Parent, the Company, any of their respective Affiliates, the Business, the Purchased Assets or the Assumed Liabilities. Except for the representations and warranties expressly made by Parent and the Company in this Article IV, neither Parent or the Company, nor any other Person, makes any representation or warranty with respect to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets or the operation of the Business by Purchaser or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness of, or the reasonableness of the assumptions underlying, such documentation, forecasts, budgets, projections, estimates or other information) provided by Parent or the Company or any Affiliate or Representative thereof, including in any “data rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, THE CONDITION OF THE BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF PARENT, THE COMPANY OR ANY OF THEIR AFFILIATES.

Exclusivity of Representations and Warranties. The representations and warranties made by Parent and Notwithstanding the Company in this Article IV are delivery or disclosure to the exclusive representations and warranties made by Parent and the Company with respect to ParentSunergy Parties, the Company, or any of their respective Affiliatesaffiliates or Representatives, of any documentation or other information (including any financial projections or other supplemental data), except as otherwise expressly provided in this Article V (as modified by the BusinessSPAC Disclosure Schedule) or any Ancillary Agreement, the Purchased Assets neither SPAC nor OpCo, or any other person makes, and the Assumed Liabilities. Parent each of SPAC and the Company OpCo hereby disclaim expressly disclaims and negates, any other express or implied representations representation or warranties warranty of any kind or nature whatsoever (whether at Law or in equity) with respect to ParentSPAC or OpCo, and any matter relating to any of them, including their affairs, the Companycondition, value or quality of the assets, liabilities, prospects, financial condition or results of operations, or with respect to the accuracy or completeness of any other information or materials made available to the Sunergy Parties, their affiliates or any of their respective AffiliatesRepresentatives by, or on behalf of, SPAC or OpCo, its management or its Representatives, or others in connection with this Agreement, the BusinessTransaction Documents, and the Transactions contemplated hereby, any such representations or warranties are expressly disclaimed, and no statement contained in any such materials or information shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Sunergy Party or any of their respective affiliates or Representatives, in executing, delivering and performing this Agreement, the Purchased Assets Transaction Documents or the Assumed LiabilitiesTransactions contemplated hereby or thereby. Except for Without limiting the representations and warranties generality of the foregoing, except as expressly made by Parent and the Company set forth in this Article IVAgreement (as modified by the SPAC Disclosure Schedule) or in any certificate delivered by or on behalf of SPAC or OpCo pursuant to Section 8.03(c), or in any Ancillary Agreement, neither Parent SPAC nor OpCo, and no other person on behalf of SPAC or the CompanyOpCo has made or makes, nor any other Person, makes any representation or warranty warranty, whether express or implied, with respect to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets or the operation of the Business by Purchaser or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) any documentationprojections, forecasts, budgets, projections, estimates or budgets made available to the Sunergy Parties, their affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC or OpCo, whether or not included in any management presentation or in any other information (including made available to the accuracy Sunergy Parties, their affiliates or completeness ofany of their respective Representatives, or the reasonableness of the assumptions underlyingany other person, and any such documentation, forecasts, budgets, projections, estimates representations or other information) provided by Parent or the Company or any Affiliate or Representative thereof, including in any “data rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, THE CONDITION OF THE BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTSwarranties are expressly disclaimed.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF PARENT, THE COMPANY OR ANY OF THEIR AFFILIATES.

Exclusivity of Representations and Warranties. The (i) Notwithstanding the delivery or disclosure to Investor or any of its Affiliates or Representatives of any documentation or other information (including any financial projections or other supplemental data), except as otherwise expressly set forth in Section 9 of this Agreement, Topco expressly disclaims any representations or warranties of any kind or nature whatsoever, express or implied, including as to the condition, value, quality or prospects of its or its Subsidiaries’ businesses or assets (and that of the Company and its Subsidiaries), and Topco specifically disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to its or its Subsidiaries’ assets (or that of the Company or its Subsidiaries), any part thereof, the workmanship thereof, and the absence of any defects therein, whether latent or patent, it being understood that except as otherwise expressly set forth in Section 9 of this Agreement, such subject assets are being acquired “as is, where is” on the Closing Date, and in their present condition, and Investor shall rely solely on its own examination and investigation thereof and on the representations and warranties made by Parent expressly set forth in Section 9 of this Agreement. (ii) Topco, on behalf of itself and the Company in this Article IV are the exclusive representations its Subsidiaries, acknowledges and warranties made by Parent and the Company with respect to Parentagrees that, the Company, any of their respective Affiliates, the Business, the Purchased Assets and the Assumed Liabilities. Parent and the Company hereby disclaim any other express or implied representations or warranties with respect to Parent, the Company, any of their respective Affiliates, the Business, the Purchased Assets or the Assumed Liabilities. Except except for the representations and warranties expressly made by Parent and the Company set forth in this Article IV, Section 8: (A) neither Parent or the Company, Investor nor any other PersonPerson makes, makes or has made, any representation or warranty relating to Investor in connection with respect this Agreement; (B) no Person has been authorized by Investor, any of its Subsidiaries or any of its or its respective Affiliates or Representatives to make any representation or warranty relating to Investor in connection with this Agreement, and if made, such representation or warranty must not be relied upon by Topco or any of their respective Affiliates or Representatives as having been authorized by Investor or any of its Affiliates or Representatives (aor any other Person); and (C) the physical condition representations and warranties made by Investor in this Agreement are in lieu of and are exclusive of all other representations and warranties and Topco hereby disclaims any other or usefulness implied representations or warranties. (iii) Topco, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for a particular purpose the representations and warranties expressly set forth in Section 8, in Article III of the real or tangible personal property included Merger Agreement, and in the Purchased Assets, (bSection 9(g) the use of the Purchased Assets Tax Indemnity Agreement, it is not acting (including, as applicable, by entering into this Agreement or consummating the operation Merger) in reliance on and has not relied on: (A) any representation or warranty, express or implied; (B) any estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information provided or addressed to Topco or any of the Business by Purchaser its respective Affiliates or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing Representatives; or (dC) any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness ofof any other representation, or the reasonableness of the assumptions underlyingwarranty, such documentationestimate, forecastsprojection, budgetsprediction, projectionsdata, estimates financial information, memorandum, presentation or other materials or information) provided by Parent or the Company or any Affiliate or Representative thereof, including in any “data rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, THE CONDITION OF THE BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF PARENT, THE COMPANY OR ANY OF THEIR AFFILIATES.

Exclusivity of Representations and Warranties. The representations Purchaser acknowledges that (a) it and warranties made by Parent its representatives have been permitted such access to the books and records, facilities, equipment, contracts and other properties and assets of the Company in this Article IV are Business and ICX that Purchaser and its representatives have determined is appropriate, and that it and its representatives have had an opportunity to meet with officers and employees of the exclusive representations Business and warranties made by Parent ICX to discuss the Business and the Company with respect to Parent, the Company, any of their respective Affiliates, the Business, the Purchased Assets and the Assumed Liabilities. Parent and the Company hereby disclaim any other express or implied representations or warranties with respect to Parent, the Company, any of their respective Affiliates, the Business, the Purchased Assets or the Assumed Liabilities. Except (b) except for the representations and warranties expressly made by Parent set forth in Article III or in any Ancillary Agreement (and, in the case of clause (iii) below, the indemnification rights of Purchaser Indemnified Persons in Article X in respect of such representations and the Company in this Article IVwarranties), neither Parent or the Company, nor any other Person, makes (i) Purchaser has not relied on any representation or warranty with respect from Seller or any other Person in determining to enter into this Agreement, (aii) neither Seller nor any other Person has made any representation or warranty, express or implied, as to the physical condition Business (or usefulness for a particular purpose of the real value or tangible personal property included in future thereof), the Purchased Transferred Assets, (b) the use of the Purchased Assets Assumed Liabilities, ICX or the operation of the Business by Purchaser or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness of, or the reasonableness of any information regarding any of the assumptions underlyingforegoing that Seller or any other Person furnished or made available to Purchaser and its representatives (including any projections, such documentation, forecastsestimates, budgets, projectionsoffering memoranda, estimates management presentations or other informationdue diligence materials) provided by Parent or the Company and (iii) except for intentional fraud, none of Seller, its Subsidiaries or any Affiliate other Person shall have or Representative thereofbe subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, including or Purchaser’s use, of any such information. Without limiting the generality of the foregoing, except as expressly set forth in any “data rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENTthe representations and warranties in Article III and in the Ancillary Agreements (if any), THE CONDITION OF THE BUSINESSTHERE ARE NO EXPRESS OR IMPLIED WARRANTIES, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR INCLUDING WARRANTIES OF PARENT, THE COMPANY MERCHANTABILITY OR ANY OF THEIR AFFILIATESFITNESS FOR A PARTICULAR PURPOSE.

Exclusivity of Representations and Warranties. The Purchaser acknowledges that except for the representations and warranties made by Parent Seller in Article V, Seller does not make (and neither Purchaser or any other Person has relied upon) any representations or warranties on behalf of Seller. Purchaser further agrees that neither Seller nor any other Person will have or be subject to any liability or indemnification obligation to Purchaser or any other Person resulting from the Company distribution to Purchaser, Purchaser’s use of, any such information, including any information, documents, projections, forecasts or other material made available to Purchaser in this Article IV are certain “data rooms” or management presentations in expectation of the exclusive representations and warranties made by Parent and Transactions. For the Company avoidance of doubt, Purchaser acknowledges that neither Seller nor any of its Representatives make any express or implied representation or warranty with respect to Parent“Confidential Information” as defined in the Confidentiality Agreement. Purchaser acknowledges and agrees that it (a) has had an opportunity to discuss the business of Seller with the management of Seller, (b) has had sufficient access to (i) the books and records of Seller and (ii) the electronic data room maintained by Seller for purposes of the Transactions, (c) has been afforded the opportunity to ask questions of and receive answers from officers and other key employees of Seller and (d) has conducted its own independent investigation of Seller, the Company, any of their respective Affiliates, the Business, the Purchased Assets Business and the Assumed Liabilities. Parent Transactions, and the Company hereby disclaim has not relied on any representation, warranty or other express or implied representations or warranties with respect to Parentstatement by any Person on behalf of Seller, the Company, any of their respective Affiliates, the Business, the Purchased Assets or the Assumed Liabilities. Except for other than the representations and warranties of Seller expressly made contained in Article V, and that all other representations and warranties are specifically disclaimed. In connection with any investigation by Parent Purchaser of Seller, Purchaser has received or may receive from Seller or its other Representatives on behalf of Seller certain projections, forward-looking statements and other forecasts and certain business plan information in written or verbal communications. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the Company in this Article IVadequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to Purchaser (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that Purchaser shall have no claim against Seller or any other Person with respect thereto. Accordingly, Purchaser acknowledges that neither Parent or the Company, Seller nor any other Person, makes Person on behalf of Seller make (and neither Purchaser or any other Person has relied upon) any representation or warranty with respect to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets or the operation of the Business by Purchaser or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) any documentation, forecasts, budgetssuch estimates, projections, estimates forecasts or other information plans (including the accuracy or completeness of, or the reasonableness of the assumptions underlying, underlying such documentation, forecasts, budgetsestimates, projections, estimates forecasts or other information) provided by Parent or the Company or any Affiliate or Representative thereof, including in any “data rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, THE CONDITION OF THE BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTSplans).” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF PARENT, THE COMPANY OR ANY OF THEIR AFFILIATES.

Exclusivity of Representations and Warranties. The representations Purchaser acknowledges that (a) it and warranties made by Parent its representatives have been permitted access to the books and the Company in this Article IV are the exclusive representations records, facilities, equipment, contracts and warranties made by Parent other properties and the Company with respect to Parent, the Company, any assets of their respective Affiliates, the Business, and that it and its representatives have had an opportunity to meet with officers and employees of the Purchased Assets Business and the Assumed Liabilities. Parent and the Company hereby disclaim any other express or implied representations or warranties with respect Companies to Parent, the Company, any of their respective Affiliates, discuss the Business, ; provided that nothing in this clause (a) shall be deemed to modify or limit in any respect the Purchased Assets or the Assumed Liabilities. Except Purchaser Indemnified Persons’ right to indemnification under this Agreement and (b) except for the representations and warranties expressly made by Parent set forth in Article III or in any Transaction Document (and, in the case of clause (iii) below, the indemnification rights of the Purchaser Indemnified Persons in Article X in respect of such representations and the Company in this Article IVwarranties), neither Parent or the Company, nor any other Person, makes (i) Purchaser has not relied on any representation or warranty with respect from Seller or any other Person in determining to enter into this Agreement, (aii) neither Seller nor any other Person has made any representation or warranty, express or implied, as to the physical condition Business (or usefulness for a particular purpose of the real value or tangible personal property included in future thereof), the Purchased Transferred Assets, (b) the use of Assumed Liabilities, the Purchased Assets Companies or the operation of the Business by Purchaser or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness of, or the reasonableness of any information regarding any of the assumptions underlyingforegoing that Seller or any other Person furnished or made available to Purchaser and its representatives (including any projections, such documentation, forecastsestimates, budgets, projectionsoffering memoranda, estimates management presentations or other informationdue diligence materials) provided by Parent or the Company and (iii) except for intentional fraud, none of Seller, its Subsidiaries or any Affiliate other Person shall have or Representative thereofbe subject to any liability to Purchaser or any other Person under this Agreement resulting from the distribution to Purchaser, including or Purchaser’s use, of any such information. Without limiting the generality of the foregoing, except as expressly set forth in any “data rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENTthe representations and warranties in Article III and in the Transaction Documents, THE CONDITION OF THE BUSINESSTHERE ARE NO EXPRESS OR IMPLIED WARRANTIES, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR INCLUDING WARRANTIES OF PARENT, THE COMPANY MERCHANTABILITY OR ANY OF THEIR AFFILIATESFITNESS FOR A PARTICULAR PURPOSE.

Exclusivity of Representations and Warranties. The representations Purchaser is experienced and warranties made by Parent and the Company in this Article IV are the exclusive representations and warranties made by Parent and the Company sophisticated with respect to Parenttransactions of the type contemplated by this Agreement and the Ancillary Agreements. In consultation with experienced counsel and advisors of its choice, Purchaser has conducted its own independent review and analysis of the Assets, the Company, any of their respective Affiliates, the Business, the Purchased Assets Assumed Liabilities and the Assumed Liabilities. Parent Business and the Company hereby disclaim any rights and obligations it is acquiring and assuming under this Agreement and the Ancillary Agreements. Purchaser acknowledges that (a) it and its representatives have been permitted full and complete access to the books and records, facilities, Equipment, Contracts and other express properties and Assets of the Business that it and its representatives have desired or implied representations requested to see or warranties review, and that it and its representatives have had an opportunity to meet with respect the officers and employees of the Business to Parent, discuss the Company, any of their respective Affiliates, the Business, the Purchased Assets or the Assumed Liabilities. Except Business and (b) except for the representations and warranties expressly made by Parent set forth in Article III or in any Ancillary Agreement (and, in the case of clause (iii) below, the indemnification rights of the Purchaser Indemnified Persons in Article XI in respect of such representations and the Company warranties), (i) Purchaser has not relied on any representation or warranty from Seller , Guarantor or any other Person in determining to enter into this Article IVAgreement, (ii) neither Parent or the CompanySeller, nor Guarantor, nor any other Person, makes Person has made any representation or warranty with respect warranty, express or implied, as to the Business (a) or the physical condition value or usefulness for a particular purpose of future thereof), the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets Assumed Liabilities or the operation of the Business by Purchaser or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness of, or the reasonableness of any information regarding any of the assumptions underlyingforegoing that Seller or any other Person furnished or made available to Purchaser and its representatives (including any projections, such documentation, forecastsestimates, budgets, projectionsoffering memoranda, estimates management presentations or other informationdue diligence materials) provided by Parent or the Company and (iii) none of Seller, its Subsidiaries or any Affiliate other Person shall have or Representative thereofbe subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, including or Purchaser’s use, of any such information. Without limiting the generality of the foregoing, except as expressly set forth in any “data rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENTthe representations and warranties in Article III and in the Ancillary Agreements (if any), THE CONDITION OF THE BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER THERE ARE NO EXPRESS OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR IMPLIED WARRANTIES OF PARENTMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR REGARDING THE COMPANY SCOPE, VALIDITY OR ENFORCEABILITY OF ANY OF THEIR AFFILIATESTRANSFERRED OR LICENSED INTELLECTUAL PROPERTY RIGHTS.

Exclusivity of Representations and Warranties. The Buyer is not aware of any facts and/or circumstances that would make any of the representations and warranties made by Parent of Seller contained in this Agreement untrue or misleading. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the Company in this Article IV are the exclusive representations and warranties of Seller contained in this Agreement, and Buyer acknowledges that, other than as set forth in this Agreement, neither Seller or any of its directors, officers, employees, Affiliated Groups, members, agents or representatives makes or has made by Parent and any representation or warranty, either express or implied, (x) as to the Company accuracy or completeness of any of the information provided or made available to Buyer or any of its agents, representatives, lenders or Affiliated Groups prior to the execution of this Agreement or (y) with respect to Parentany projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company, Company heretofore or hereafter delivered to or made available to Buyer or any of their respective Affiliatesagents, the Businessrepresentatives, the Purchased Assets lenders or Affiliated Groups. Neither Seller nor any of its directors, officers, employees, Affiliated Groups, members, agents or representatives has made, and the Assumed Liabilities. Parent and the Company hereby disclaim shall not be deemed to have made, any other express or implied representations or warranties with respect in the materials relating to Parentthe business, assets or liabilities of the CompanyCompanies made available to Buyer, and no statement contained in any of their respective Affiliates, the Business, the Purchased Assets such materials or the Assumed Liabilities. Except for the representations and warranties expressly made by Parent and the Company in this Article IV, neither Parent or the Company, nor any other Person, makes any such presentation shall be deemed a representation or warranty with respect hereunder or otherwise or deemed to (a) be relied upon by Buyer in executing, delivering and performing this Agreement and the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assetstransactions contemplated hereby. It is understood that any cost estimates, (b) the use of the Purchased Assets or the operation of the Business by Purchaser or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) any documentation, forecasts, budgets, projections, estimates projections or other predictions, any data, any financial information (including the accuracy or completeness of, or the reasonableness of the assumptions underlying, such documentation, forecasts, budgets, projections, estimates or other information) provided by Parent or the Company or any Affiliate memoranda or Representative thereofoffering materials or presentations, including but not limited to, any offering memorandum or similar materials made available to Buyer and its Representatives are not and shall not be deemed to be or to include representations or warranties of Seller, and are not and shall not be deemed to be relied upon by Buyer in any “data rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENTexecuting, THE CONDITION OF THE BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTSdelivering and performing this Agreement and the transactions contemplated hereby.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF PARENT, THE COMPANY OR ANY OF THEIR AFFILIATES.

Exclusivity of Representations and Warranties. The representations Buyer acknowledges and warranties made by Parent agrees that (a) Buyer and its Representatives have been permitted access to the Company in this Article IV are the exclusive representations books and warranties made by Parent records, facilities, equipment, contracts and the Company with respect to Parent, the Company, any other properties and assets of their respective Affiliates, the Business, the Purchased Assets and the Assumed Liabilities. Parent that it and the Company hereby disclaim any other express or implied representations or warranties its Representatives have had an opportunity to meet with respect officers and employees of Seller and its Affiliates to Parent, the Company, any of their respective Affiliates, discuss the Business, the Purchased Assets or the Assumed Liabilities. Except ; and (b) except for the representations and warranties expressly made by Parent set forth in Article IV and Article V (and, in the Company case of clause (iii) below, the indemnification rights of the Buyer Indemnified Persons in this Article IVSection 11.1(a) in respect of such representations and warranties), neither Parent or the Company, nor any other Person, makes (i) Buyer has not relied on any representation or warranty with respect from Seller or any other Person in determining to enter into this Agreement, (aii) neither Seller nor any other Person has made any representation or warranty, express or implied, as to the physical condition Business (or usefulness for a particular purpose of the real value or tangible personal property included in future thereof), the Purchased Acquired Assets, (b) the use of Assumed Liabilities, the Purchased Assets Investment Assets, Modco Assets, the Covered Insurance Policies or the operation of the Business by Purchaser or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness of, or the reasonableness of any information regarding any of the assumptions underlyingforegoing that Seller or any other Person furnished or made available to Buyer and its Representatives (including any projections, such documentation, forecastsestimates, budgets, projectionsoffering memoranda, estimates management presentations or other informationdue diligence materials) provided and (iii) except in the case of fraud by Parent Seller or the Company its Affiliates, none of Seller, its Affiliates or any Affiliate other Person shall have or Representative thereofbe subject to any Liability to Buyer or any other Person under this Agreement resulting from the distribution to Buyer, including or Buyer’s use, of any such information. Without limiting the generality of the foregoing, except as expressly set forth in any “data rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENTthe representations and warranties in Article IV and Article V, THE CONDITION (A) THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF THE BUSINESS, THE PURCHASED MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND (B) ANY ACQUIRED ASSETS AND THE ASSUMED LIABILITIES SHALL BE THAT ARE TANGIBLE PERSONAL PROPERTY OR THIRD-PARTY SOFTWARE ARE BEING CONVEYED ON AN “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” BASIS AND WITHOUT ANY WARRANTY OF NON-INFRINGEMENT.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF PARENT, THE COMPANY OR ANY OF THEIR AFFILIATES.

Exclusivity of Representations and Warranties. The representations THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING ANY IMPLIED WARRANTIES. SELLER HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA). In particular, and warranties without limiting the generality of the foregoing, Buyer acknowledges and agrees that, in making its decision to enter into this Agreement and consummate the Stock Purchase, it is not relying on any information or materials, oral, written or in electronic format, distributed or made by Parent and available prior to the Company date hereof, in each case, other than matters set forth in this Article IV are Agreement, including the exclusive representations and warranties made by Parent and the Company with Disclosure Schedule. With respect to Parentany projection, the Company, forecast or business plan delivered by or on behalf of any Company or any of their respective Affiliatesits Affiliates to Buyer, the Business, the Purchased Assets and the Assumed Liabilities. Parent and the Company hereby disclaim any other express or implied representations or warranties with respect to Parent, the Company, any of their respective Affiliates, the Business, the Purchased Assets or the Assumed Liabilities. Except for the representations and warranties expressly made by Parent and the Company in this Article IV, neither Parent or the Company, nor any other Person, makes any representation or warranty with respect to Buyer acknowledges that (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included there are uncertainties inherent in the Purchased Assetsattempting to make such projections, forecasts and plans, (b) the use of the Purchased Assets or the operation of the Business by Purchaser or its Affiliates after the Closingit is familiar with such uncertainties, (c) the probable success or profitability it is taking full responsibility for making its own evaluation of the Business after the Closing or adequacy and accuracy of all such projections, forecasts and plans so furnished to it, and (d) it shall have no claim of any documentationkind whatsoever against any Person with respect thereto. Notwithstanding the foregoing, forecasts, budgets, projections, estimates nothing in this Section 6.9 shall operate to bar or other information (including the accuracy or completeness of, limit any claim or the reasonableness of the assumptions underlying, such documentation, forecasts, budgets, projections, estimates Losses arising from or other information) provided by Parent or the Company or any Affiliate or Representative thereof, including in any “data rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, THE CONDITION OF THE BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTSbased on Fraud.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF PARENT, THE COMPANY OR ANY OF THEIR AFFILIATES.

Exclusivity of Representations and Warranties. The Purchaser acknowledges that except for the representations and warranties made by Parent and the Company Sellers in this Article IV are the exclusive representations and warranties made by Parent and the Company with respect to ParentV, none of Sellers, the CompanyAcquired Entities, any of their respective Affiliates, nor any Representatives of any of the Businessforegoing, the Purchased Assets make (and the Assumed Liabilities. Parent and the Company hereby disclaim neither Purchaser or any other express or implied Person has relied upon) any representations or warranties with respect on behalf of Sellers. Purchaser further agrees that neither Sellers nor any other Person will have or be subject to Parentany Liability to Purchaser or any other Person resulting from the distribution to Purchaser, the CompanyPurchaser’s use of, any such information, including any information, documents, projections, forecasts or other material made available to Purchaser in certain “data rooms” or management presentations in expectation of the Transactions. Purchaser acknowledges and agrees that it has conducted its own independent investigation of Sellers, their respective Affiliatesbusinesses and the Transactions, the Businessand has not relied on any representation, the Purchased Assets warranty or the Assumed Liabilities. Except for other statement by any Person on behalf of Sellers, other than the representations and warranties of Sellers expressly made contained in Article V, and that all other representations and warranties are specifically disclaimed. In connection with any investigation by Parent Purchaser of Sellers, Purchaser has received or may receive from Sellers or its other Representatives on behalf of Sellers certain projections, forward-looking statements and other forecasts and certain business plan information in written or verbal communications. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the Company in this Article IVadequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to Purchaser (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans). Accordingly, Purchaser acknowledges that neither Parent or the Company, Sellers nor any other Person, makes Person on behalf of Sellers make (and neither Purchaser or any other Person has relied upon) any representation or warranty with respect to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets or the operation of the Business by Purchaser or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) any documentation, forecasts, budgetssuch estimates, projections, estimates forecasts or other information plans (including the accuracy or completeness of, or the reasonableness of the assumptions underlying, underlying such documentation, forecasts, budgetsestimates, projections, estimates forecasts or other information) provided by Parent or plans). Notwithstanding anything herein to the Company contrary, nothing herein shall limit the liability of Sellers, their Affiliates or any Affiliate Representatives thereof or Representative thereof, including restrict any remedies available to Purchaser in any “data rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, THE CONDITION OF THE BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTSthe event of a fraud.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF PARENT, THE COMPANY OR ANY OF THEIR AFFILIATES.

Exclusivity of Representations and Warranties. The representations and warranties made by Parent and the Company in this Article IV are the exclusive representations and warranties made by Parent and the Company with respect to Parent, the Company, any of their respective Affiliates, the Business, the Purchased Assets and the Assumed Liabilities. Parent and the Company hereby disclaim any other express or implied representations or warranties with respect to Parent, the Company, any of their respective Affiliates, the Business, the Purchased Assets or the Assumed Liabilities. (a) Except for the representations and warranties expressly made by Parent and the Company set forth in this Article IV4, neither Parent none of Parent, Merger Sub, any of their respective Subsidiaries or Affiliates or any other Person on behalf of Parent, Merger Sub, or any of their respective Subsidiaries or Affiliates makes any express or implied representation or warranty (and there is and has been no reliance by the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives on any such representation or warranty) with respect to Parent, Merger Sub, any of their respective Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives in connection with the Transactions, including the accuracy or completeness thereof. (b) Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and each of them acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Each of Parent and Merger Sub acknowledges that neither the Company, its Subsidiaries nor any other PersonPerson on behalf of the Company or any of its Subsidiaries makes, makes and none of Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties expressly contained in Article 3. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and its Subsidiaries, Affiliates, shareholders, controlling Persons or Representatives shall not have any liability or responsibility whatsoever to Parent, Merger Sub, or their respective Subsidiaries, Affiliates, stockholders, controlling Persons or Representatives on any basis (aincluding in contract or tort, under federal or state securities Laws or otherwise) the physical condition based upon any information (including any statement, document or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets or the operation of the Business by Purchaser or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) agreement delivered pursuant to this Agreement and any documentation, forecasts, budgets, financial statements and any projections, estimates or other information (including the accuracy or completeness of, or the reasonableness of the assumptions underlying, such documentation, forecasts, budgets, projections, estimates or other forward-looking information) provided by Parent or the Company or any Affiliate or Representative thereof, made available (including in any “data rooms” or , management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, THE CONDITION OF THE BUSINESSinformation or descriptive memorandum or supplemental information), THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTSor statements made (or any omissions therefrom), to Parent, Merger Sub, or any of their respective Subsidiaries, Affiliates, shareholders, controlling Persons or Representatives, except as and only to the extent expressly set forth in Article 3.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF PARENT, THE COMPANY OR ANY OF THEIR AFFILIATES.

Exclusivity of Representations and Warranties. The representations and warranties made by Parent and the Company (a) Notwithstanding anything in this Article IV are Agreement to the exclusive representations contrary, it is the explicit intent and warranties made by Parent and understanding of the Company with respect to Parent, Parties hereto that none of the Company, Parties nor any of their respective AffiliatesRepresentatives is making any representation or warranty whatsoever, oral or written, express or implied, other than those set forth in this Agreement or the BusinessAncillary Documents and that none of the Parties is relying on any statement, the Purchased Assets and the Assumed Liabilities. Parent and the Company hereby disclaim representation or warranty, oral or written, express or implied, made by any other express Party or implied representations or warranties with respect to Parent, the Company, any of their respective Affiliates, the Business, the Purchased Assets or the Assumed Liabilities. Except such other Party’s Representatives except for the representations and warranties expressly set forth in such agreements. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS, THE PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION AS TO TITLE, OWNERSHIP, USE, POSSESSION, VALUE, CONDITION, LIABILITIES, OPERATION, DESIGN, CAPACITY, FUTURE RESULTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OR OTHERWISE AS TO ANY OF THE ASSETS OR LIABILITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD THAT BUYER TAKES THE COMPANY SHARES AND THE ASSETS AND LIABILITIES OF THE COMPANY AND ITS SUBSIDIARIES “AS IS” AND “WHERE IS.” (b) Without limiting the generality of, and in furtherance of, Section 12.1(a), Buyer acknowledges that, except as otherwise specifically set forth in this Agreement or the Ancillary Documents, none of Seller or any of its Affiliates makes any representations or warranties to Buyer regarding any forecasts, projections, estimates, business plans or budgets (whether contained or referred to in the Schedules hereto or in any other written materials or verbal information that has been or shall hereafter be provided or made by Parent available to Buyer or any of its Representatives) and there are not and shall not be deemed to be representations or warranties of Seller or any of its Affiliates in respect of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any of its Subsidiaries. (c) The Parties hereto agree that this is an arm’s length transaction in which the Parties’ undertakings and obligations are limited to the performance of their obligations under this Agreement. Buyer acknowledges that it is a sophisticated investor, that it has undertaken, and that Seller has given Buyer such opportunities as it has requested to undertake, a full investigation of the business and operations of the Company and its Subsidiaries (including their assets, liabilities, contracts, permits, licenses, premises, properties, facilities, books and records), and that there is no special relationship of trust or reliance between Buyer and Seller. Buyer acknowledges that it and its Representatives have been provided with (i) access to the books and records, facilities, equipment, contracts and other properties and assets of the business and operations of the Company and its Subsidiaries that it and its Representatives and (ii) the opportunity to meet with the officers and employees of Seller, the Company and its Subsidiaries to discuss the business and operations of the Company and its Subsidiaries that it and its Representatives. Buyer further acknowledges that none of Seller, its Affiliates, their respective Representatives or any other Person has made any representation or warranty, expressed or implied, as to the completeness of any information regarding the business and operations of the Company and its Subsidiaries furnished or made available to Buyer and its Representatives, other than as set forth in this Article IVAgreement and in any Ancillary Documents. Except as provided in this Agreement and in the Ancillary Documents, neither Parent none of Seller, its Affiliates, their respective Representatives or any other Person shall have or be subject to any liability to Buyer or any other Person resulting from the Company, nor distribution to Buyer or any other Person, makes or Buyer’s or any representation other Person’s use, whether prior to, on or warranty with respect to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets or the operation of the Business by Purchaser or its Affiliates after the Closingdate hereof, (c) the probable success or profitability of the Business after the Closing or (d) any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness of, any such information, documents or the reasonableness of the assumptions underlying, such documentation, forecasts, budgets, projections, estimates or other information) provided by Parent or the Company or any Affiliate or Representative thereof, including material made available in any “data rooms” or formal or informal management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, THE CONDITION OF THE BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTSpresentations or in any other form in expectation of the transactions contemplated hereby.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF PARENT, THE COMPANY OR ANY OF THEIR AFFILIATES.

Exclusivity of Representations and Warranties. The representations Relationship ----------------------------------------------------------- Between the Parties. It is the explicit intent and warranties made by Parent and understanding of the Company in this Article IV are parties ------------------- hereto that none of the exclusive representations and warranties made by Parent and the Company with respect to Parent, the Company, parties nor any of their respective Affiliatesaffiliates, the Businessrepresentatives, the Purchased Assets advisors or agents is making any representation or warranty whatsoever, oral or written, express or implied, other than those set forth in this Agreement and the Assumed Liabilities. Parent Ancillary Agreements and none of the Company hereby disclaim parties is relying on any other statement, representation or warranty, oral or written, express or implied representations implied, made by an other party or warranties with respect to Parentsuch other party's affiliates, the Companyrepresentatives, any of their respective Affiliatesadvisors or agents, the Business, the Purchased Assets or the Assumed Liabilities. Except except for the representations and warranties expressly made by Parent and the Company set forth in this Article IV, neither Parent or the Company, nor any other Person, makes any representation or warranty with respect to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets or the operation of the Business by Purchaser or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness of, or the reasonableness of the assumptions underlying, such documentation, forecasts, budgets, projections, estimates or other information) provided by Parent or the Company or any Affiliate or Representative thereof, including in any “data rooms” or management presentationsAgreements. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH EXPRESSLY IN THIS AGREEMENT, THE CONDITION PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE BUSINESSASSETS OR LIABILITIES OF THE BUSINESS OR ANY SUBSIDIARY AND, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD THAT PURCHASER TAKES THE PURCHASED ASSETS OF THE BUSINESS AND THE ASSUMED LIABILITIES SHALL BE “SUBSIDIARIES "AS IS,” “" AND "WHERE IS” AND “WITH ALL FAULTS.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES" Without limiting the generality of, DO NOTand in furtherance of, DIRECTLY OR INDIRECTLYthe immediately preceding sentences, AND SHALL NOT BE DEEMED TOPurchaser acknowledge that Seller makes no representations or warranties to Purchaser regarding any forecasts, DIRECTLY OR INDIRECTLYprojections, CONTAIN REPRESENTATIONS OR WARRANTIES OF PARENTestimates, THE COMPANY OR ANY OF THEIR AFFILIATESbusiness plans or budgets heretofore delivered to or made available to Purchaser or its affiliates, representatives, advisors or agents in respect of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any Subsidiary. The parties hereto agree that this is an arm's length transaction in which the parties' undertakings and obligations are limited to the performance of their obligations under this Agreement. Purchaser acknowledges that it is a sophisticated investor, that it has undertaken, and that Seller has given Purchaser such opportunities as it has requested to undertake a full investigation of the Business (including the Subsidiaries' assets, contracts, permits, licenses, coal reserve data and information, premises, properties, facilities, books and records), and that it has only a contractual relationship with Seller, based solely on the terms of this Agreement, and that there is no special relationship of trust or reliance between Purchaser and Seller.

Exclusivity of Representations and Warranties. The representations Buyer acknowledges and warranties made by Parent and the Company in this Article IV are the exclusive representations and warranties made by Parent and the Company with respect to Parentagrees that, the Company, any of their respective Affiliates, the Business, the Purchased Assets and the Assumed Liabilities. Parent and the Company hereby disclaim any other express or implied representations or warranties with respect to Parent, the Company, any of their respective Affiliates, the Business, the Purchased Assets or the Assumed Liabilities. Except except for the representations and warranties expressly made by Parent set forth in Article IV and Article V (and, in the Company case of clause (c) below, the indemnification rights of the Buyer Indemnified Persons in this Article IVSection 11.1(a) in respect of such representations and warranties), neither Parent or the Company, nor any other Person, makes (a) Buyer has not relied on any representation or warranty with respect from any Seller or its Affiliates, or any of its or their respective Representatives, in determining to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assetsenter into this Agreement, (b) none of Sellers nor their Affiliates, nor any of their respective Representatives, has made any representation or warranty, express or implied, as to the use of the Purchased Assets Business (or the operation of value or future thereof), the Business by Purchaser Acquired Assets, the Assumed Liabilities, the Eligible Assets, the Covered Insurance Policies or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness of, or the reasonableness of any information regarding any of the assumptions underlyingforegoing that any Seller or its Affiliates or any of their respective Representatives furnished or made available to Buyer and its Representatives (including any projections, such documentation, forecastsestimates, budgets, projectionsoffering memoranda, estimates management presentations or other informationdue diligence materials) provided by Parent and (c) except in the case of actual fraud, none of Sellers, their Affiliates, nor any of their respective Representatives, shall have or the Company be subject to any Liability to Buyer or any Affiliate other Person under this Agreement resulting from the distribution to Buyer, or Representative thereofBuyer’s use, including of any such information. Without limiting the generality of the foregoing, except as expressly set forth in any “data rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENTthe representations and warranties in Article IV and Article V, THE CONDITION (A) THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF THE BUSINESS, THE PURCHASED MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND (B) ANY ACQUIRED ASSETS AND THE ASSUMED LIABILITIES SHALL BE THAT ARE TANGIBLE PERSONAL PROPERTY OR THIRD-PARTY SOFTWARE ARE BEING CONVEYED ON AN “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” BASIS AND WITHOUT ANY WARRANTY OF NON-INFRINGEMENT.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF PARENT, THE COMPANY OR ANY OF THEIR AFFILIATES.

Exclusivity of Representations and Warranties. The representations Relationship ----------------------------------------------------------- Between the Parties. It is the explicit intent and warranties made by Parent and understanding of the Company in this Article IV are parties ------------------- hereto that none of the exclusive representations and warranties made by Parent and the Company with respect to Parent, the Company, parties nor any of their respective Affiliatesaffiliates, the Businessrepresentatives, the Purchased Assets advisors or agents is making any representation or warranty whatsoever, oral or written, express or implied, other than those set forth in this Agreement and the Assumed Liabilities. Parent Ancillary Agreements and none of the Company hereby disclaim parties is relying on any statement, representation or warranty, oral or written, express or implied, made by any other express party or implied representations such other party's affiliates, representatives, advisors or warranties with respect to Parentagents, the Company, any of their respective Affiliates, the Business, the Purchased Assets or the Assumed Liabilities. Except except for the representations and warranties expressly made by Parent and the Company set forth in this Article IV, neither Parent or the Company, nor any other Person, makes any representation or warranty with respect to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets or the operation of the Business by Purchaser or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness of, or the reasonableness of the assumptions underlying, such documentation, forecasts, budgets, projections, estimates or other information) provided by Parent or the Company or any Affiliate or Representative thereof, including in any “data rooms” or management presentationsAgreements. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH EXPRESSLY IN THIS AGREEMENT, THE CONDITION PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE BUSINESSASSETS OR LIABILITIES OF THE BUSINESS OR ANY SUBSIDIARY AND, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD THAT PURCHASER TAKES THE PURCHASED ASSETS OF THE BUSINESS AND THE ASSUMED LIABILITIES SHALL BE “SUBSIDIARIES "AS IS,” “" AND "WHERE IS” AND “WITH ALL FAULTS.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES" Without limiting the generality of, DO NOTand in furtherance of, DIRECTLY OR INDIRECTLYthe immediately preceding sentences, AND SHALL NOT BE DEEMED TOPurchaser acknowledge that Seller makes no representations or warranties to Purchaser regarding any forecasts, DIRECTLY OR INDIRECTLYprojections, CONTAIN REPRESENTATIONS OR WARRANTIES OF PARENTestimates, THE COMPANY OR ANY OF THEIR AFFILIATESbusiness plans or budgets heretofore delivered to or made available to Purchaser or its affiliates, representatives, advisors or agents in respect of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any Subsidiary. The parties hereto agree that this is an arm's length transaction in which the parties' undertakings and obligations are limited to the performance of their obligations under this Agreement. Purchaser acknowledges that it is a sophisticated investor, that it has undertaken, and that Seller has given Purchaser such opportunities as it has requested to undertake, a full investigation of the Business (including the Subsidiaries' assets, contracts, permits, licenses, coal reserve data and information, premises, properties, facilities, books and records), and that it has only a contractual relationship with Seller, based solely on the terms of this Agreement, and that there is no special relationship of trust or reliance between Purchaser and Seller.