Common use of Exclusivity of Representations Clause in Contracts

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such information.

Exclusivity of Representations. In entering into this AgreementNotwithstanding anything herein to the contrary, Buyer has relied solely upon its own review and analysisit is the explicit intent of the Parties, and the specific Parties hereby agree, that the representations and warranties made by the Company Parties in this Article II and in any certificate delivered at the Plan Effective Date pursuant to this Agreement are the exclusive representations and warranties made by the Company Parties or any other Person (other than the representations and warranties of Sellers the Commitment Parties in accordance with Article III) with respect to the Company Parties, including the businesses and assets of each of them, or the subject matter of this Agreement. Each of the Company Parties hereby disclaims any other express or implied representations or warranties made by any Person with respect to itself or any other Company Party, the businesses and assets of the Company Parties, the New 2L Convertible Notes and the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth herein or in Section 3.1any certificate delivered at the Plan Effective Date pursuant to this Agreement, the condition of the assets of the Company Parties shall be “as is,” “where is” and has not relied on“with all faults” and none of the Company Parties makes any warranty of merchantability, and hereby disclaims reliance onsuitability, adequacy, fitness for a particular purpose or quality with respect to the businesses or any other representationsof the assets of the Company Parties or as to the condition or workmanship thereof or the absence of any defects therein, warranties, statements whether latent or omissions (whether by Sellers or another Person)patent. Except for the representations and warranties made by Sellers contained in Section 3.1 this Article II or in any Ancillary Agreement to be certificate delivered by Sellers at the Plan Effective Date pursuant to this Agreement, neither Sellers nor any none of the Company Parties is, directly or indirectly, and no other Person makes on behalf of the Company Parties is, making any express representations or implied representation warranties, including, regarding any pro-forma financial information, financial projections or warranty with respect to Sellersother forward-looking prospects, their Subsidiaries risks or their businesses, assets, operations, liabilities, condition statements (financial or otherwise) of the Company Parties made, communicated or prospects furnished (orally or in writing) to any of the Commitment Parties or any of their respective Affiliates or their respective Representatives (including with respect any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to the Purchased Assets, the Assumed Liabilities, any Commitment Party and the Businessany of its Affiliates and their respective Representatives), and Sellers each of the Company Parties hereby disclaim disclaims all Liability and responsibility for any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations information and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationstatements.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made contained in this Agreement and the other Transaction Documents (as limited by Sellers in Section 3.1 10.11), none of the Companies or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes or has made any express or implied other representation or warranty warranty, expressed or implied, at law or in equity, with respect to Sellersthe Companies, their Subsidiaries the Transaction, the Shares or their any of the Companies’ respective businesses, assets, liabilities, operations, liabilitiesprospects, or condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim HoldCo disclaims any such other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. In particular, without limiting the foregoing disclaimer, except Except for (a) the representations and warranties made expressly set forth in this Article 2 and the other Transaction Documents (as limited by Sellers Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in Section 3.1 writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any Ancillary Agreement other form in consideration or investigation of the Transaction) to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of the Buyer Parties or their Subsidiaries or respective Affiliates or Representatives (including any other Person make or have made any representation or warranty to Buyer or any of its respective Representativesopinion, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projectioninformation, forecast, estimateprojection, budget budget, financial review or prospective information relating advice that may have been or may be provided to Sellers, the Buyer Parties or their Subsidiaries respective Affiliates or Representatives by the Business or (ii) any oral or written information furnished or made available to Buyer Companies or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationHoldCo Related Person).

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific The representations and warranties made by Seller in this Article III are the exclusive representations and warranties made by Seller with respect to Seller, the Company, the Chinese JV any of Sellers expressly set forth in Section 3.1their respective Affiliates, the Business, the Purchased Assets and has not relied on, and the Assumed Liabilities. Seller hereby disclaims reliance on, any other representationsexpress or implied representations or warranties with respect to Seller, warrantiesthe Company, statements the Chinese JV or omissions (whether by Sellers any of their respective Affiliates, the Business, the Purchased Assets or another Person)the Assumed Liabilities. Except for the representations and warranties expressly made by Sellers Seller in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this AgreementArticle III, neither Sellers Seller nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries (a) the physical condition or their businesses, assets, operations, liabilities, condition (financial usefulness for a particular purpose of the real or otherwise) or prospects (including with respect to tangible personal property included in the Purchased Assets, (b) the Assumed Liabilitiesuse of the Purchased Assets or the operation of the Business by Purchaser or its Affiliates after the Closing, and (c) the Business)probable success or profitability of the Business after the Closing or (d) any documentation, and Sellers hereby disclaim 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 Seller, the Company or any such other representations Affiliate or warranties. In particularRepresentative of Seller or the Company, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or including in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement“data rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective RepresentativesTHE CONDITION OF THE BUSINESS, with respect toTHE 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, nor has Buyer or any of its respective Representatives relied onDO NOT, (i) any financial projectionDIRECTLY OR INDIRECTLY, forecastAND SHALL NOT BE DEEMED TO, estimateDIRECTLY OR INDIRECTLY, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationCONTAIN REPRESENTATIONS OR WARRANTIES OF SELLER OR ANY OF ITS AFFILIATES.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and Except for the specific representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), none of Sellers expressly the Company, Seller or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to Seller, the Company, the Company’s Subsidiaries, the Transactions, the Interests or any of Seller’s, the Company’s or the Company’s Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and Seller and the Company each disclaim any other representations or warranties, whether made by Seller, the Company, the Company’s Subsidiaries or any of their respective Affiliates, direct or indirect equityholders, officers, directors, employees, agents or Representatives (collectively, “Related Persons”), and no Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided. Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 3.19.1), Seller and has not relied on, the Company (directly and on behalf of all Related Persons) each hereby disclaims reliance onall liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transactions, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer or in any other representationsform in consideration or investigation of the Transactions) to Buyer or its Affiliates or Representatives (including any opinion, warrantiesinformation, statements forecast, projection, or omissions (whether advice that may have been or may be provided to Buyer or its Affiliates or Representatives by Sellers Seller, the Company or another any Related Person). Except for the representations and warranties made contained in Article III or this Article IV (as modified by Sellers in the Company Disclosure Schedules and as further limited by Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement9.1), neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assetsnone of Seller, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates Company or any other Related Person make has made or have made makes any representation or warranty to Buyer or its Affiliates or Representatives regarding: (a) merchantability or fitness of any assets of the Company or its respective RepresentativesSubsidiaries for any particular purpose; (b) the nature or extent of any liabilities of the Company or its Subsidiaries; (c) the prospects of the business of the Company and its Subsidiaries; (d) the probable success or profitability of the Company or its Subsidiaries; or (e) the accuracy or completeness of any confidential information memoranda, with respect todocuments, nor has projections, material, statement, data, or other information (financial or otherwise) provided to Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished Affiliates or made available to Buyer or any of and its Representatives in the course of its due diligence investigation of Sellers and their Subsidiariesany “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the BusinessTransactions, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationother matter or thing whatsoever.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers Except as expressly set forth in this Section 3.13, neither Romeo nor any Person on behalf of Romeo has made, nor are any of them making, any representation or warranty, written or oral, express or implied, at law or in equity, including with respect to merchantability or fitness for any particular purpose, in respect of Romeo, any of its Subsidiaries, its business or with respect to any other information provided to Nikola, Purchaser or their respective Affiliates in connection with the transactions contemplated hereby (including the execution, delivery and performance of the Secured Debt Agreements (including the incurrence of the Secured Loan)), including any representations or warranties about the accuracy or completeness of any information or documents previously provided (including with respect to any financial or other projections therein), and has not relied onany other such representations and warranties are hereby expressly disclaimed. Neither Romeo nor any other Person will have or be subject to any claim, and hereby disclaims reliance onliabilities or any other obligation to Nikola, Purchaser or any other Person resulting from the distribution or failure to distribute to Nikola or Purchaser, or Nikola’s or Purchaser’s use of, any such information, including any information, documents, projections, estimates, forecasts or other representationsmaterial made available to Nikola or Purchaser in the electronic data room maintained by Romeo for purposes of the transactions contemplated thereby or management presentations in expectation of the same, warranties, statements unless and to the extent any such information is expressly included in a representation or omissions (whether by Sellers or another Person)warranty contained in this Section 2. Except for the representations and warranties made by Sellers contained in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement3, Romeo acknowledges that neither Sellers Nikola, Purchaser nor any of their respective Subsidiaries or Representatives makes, and Romeo acknowledges that it has not relied upon or otherwise been induced by, any other Person makes any express or implied representation or warranty by or on behalf of Nikola, Purchaser or any of their respective Subsidiaries or with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished provided or made available to Buyer Romeo by or any on behalf of its Representatives Nikola or Purchaser in connection with the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements Offer or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such informationMerger, including any subsequent use information, documents, projections, forecasts or other material made available to Romeo or its respective Representatives in certain “data rooms” or management presentations in expectation of such informationthe Offer or the Merger.

Exclusivity of Representations. In entering into this Agreement(a) THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY AND PURCHASER, Buyer RESPECTIVELY, IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER IMPLIED WARRANTIES, OF THE COMPANY AND PURCHASER, RESPECTIVELY. THE COMPANY AND PURCHASER HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE BY THE COMPANY OR ANY OTHER PERSON TO PURCHASER OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR BY PURCHASER OR ANY OTHER PERSON TO THE COMPANY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OF ANY DOCUMENTATION OR OTHER INFORMATION IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR OTHERWISE. (b) The Company represents and warrants to Purchaser that it has not relied solely upon on any documents or information concerning Purchaser or its own review and analysis, and business or affairs other than the specific express representations and warranties of Sellers expressly set forth herein. (c) Nothing in this Section 11.13 limits or qualifies the express representations or warranties set forth in this Agreement (including that set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise4.21) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation other express terms of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, (including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationArticle VI).

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers Seller in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers Seller pursuant to this Agreement, neither Sellers Seller nor any other Person makes any express or implied representation or warranty with respect to SellersSeller, their its Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilitiesprospects, and the Business), and Sellers Seller hereby disclaim disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers Seller in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers Seller pursuant to this Agreement, neither Sellers Seller nor any of their its Subsidiaries or Affiliates or any other Person make makes or have has made any representation or warranty to Buyer or any of its respective Representativesrepresentatives, with respect to, nor has Buyer or any of its respective Representatives representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to SellersSeller, their its Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives representatives in the course of its due diligence investigation of Sellers Seller and their its Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers Seller nor any of their its Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such information.

Exclusivity of Representations. In entering into this AgreementNotwithstanding anything herein to the contrary, Buyer has relied solely upon its own review and analysisit is the explicit intent of the parties hereto, and the specific representations and warranties of Sellers expressly set forth in Section 3.1parties hereto hereby agree, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for that the representations and warranties made by Sellers the Company, the Shareholders and the Real Estate Seller in Section 3.1 this Article IV are the exclusive representations and warranties made by the Company, the Shareholders, the Real Estate Seller or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellersthe Company, their Subsidiaries the Shareholders and the Real Estate Seller, including the business and assets of each of them or their businessesthe transactions contemplated by this Agreement. The Company, assetsthe Shareholders and the Real Estate Seller hereby disclaim any other express or implied, operationswritten or oral, liabilitiesrepresentations or warranties with respect to the Company, the Shareholders and the Real Estate Seller, and the businesses and assets of the Company and the Real Estate Seller. Except as expressly set forth herein, the condition of the businesses and assets of the Company and the Real Estate Seller shall be “as is”, “where is” and “with all faults” and neither the Company nor the Shareholders nor the Real Estate Seller make any warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the business and any of the assets of the Company or the Real Property or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except to the extent expressly set forth herein, neither the Company, nor any Shareholder nor Real Estate Seller nor any Person is, directly or indirectly, making any representations or warranties regarding any pro forma financial information, financial projections or other forward-looking prospects, risks or statements (financial or otherwise) of the Company made, communicated or prospects furnished (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 orally or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty writing) to Buyer or its Affiliates or their respective representatives. It is understood that any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or due diligence materials made available to Buyer or any 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 its Representatives in the course of its due diligence investigation of Sellers and their SubsidiariesCompany, the Business, Shareholders and/or the negotiation of this Agreement and the Ancillary Agreements Real Estate Seller or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or respective Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationtheir respective representatives.

Exclusivity of Representations. In entering into this AgreementThe Representations and Warranties made by Renova in Articles 6 and 7 are in lieu of and are exclusive of all other Representations and Warranties, Buyer has relied solely upon its own review and analysis, and the specific representations and including any implied warranties of Sellers expressly set forth in Section 3.1merchantability, and has not relied on, and hereby disclaims reliance on, suitability or fitness for any particular purpose or any other representations, warranties, statements or omissions (whether by Sellers or another Person)implied warranty. Except EMYC acknowledges and agrees that except for the representations Representations and warranties made by Sellers Warranties contained in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this AgreementArticles 6 and 7, neither Sellers Renova, the Project Companies nor any of their respective Affiliates, agents, representatives, nor any other Person (collectively, the “Renova Parties”), makes or shall be deemed to make, nor has EMYC or its Affiliates, agents, representatives, or any other Person (collectively, the “EMYC Parties”), relied upon, any representation or warranty, written or oral, express or implied representation implied, at law or warranty in equity, on behalf of any Renova Party with respect to Sellersthe Swapped Securities, their Subsidiaries Renova, the Project Companies, or their businessesthe assets or liabilities of Renova or the Project Companies, assets, operations, liabilities, condition (financial or otherwise) or prospects (, including with respect to the Purchased Assetsany other information provided to any EMYC Party, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any whether on behalf of their Subsidiaries or Affiliates Renova or any other Person make or have made Renova Party. Renova hereby disclaims any representation or warranty except for the Representations and Warranties contained in Articles 6 and 7 whether made by or attributed to Buyer any Renova Party, notwithstanding the delivery or disclosure to any EMYC Party any documentation or other information by or purportedly by any Renova Party. In furtherance of the foregoing, EMYC acknowledges and agrees that except for an Action based on the Representations and Warranties contained in Articles 6 and 7, no Action may be brought by or on behalf of EMYC against Renova or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereofother Person, and neither Sellers Renova nor any of their Subsidiaries or Affiliates or any other Person will have or be subject to any liability or obligation to Buyer any EMYC Party or any other Person in respect of such Person, based on any Representations and Warranties or resulting from the distribution to any EMYC Party, or any EMYC Party’s use of, any information, including projections, documents or material made available to any subsequent use EMYC Party at any time in certain “data rooms,” management presentations, “break-out” discussions, responses to questions submitted by or on behalf of such informationEMYC, whether orally or in writing, or in any other form in expectation or furtherance of the transactions contemplated by this Agreement.

Exclusivity of Representations. In entering into this AgreementNotwithstanding anything to the contrary herein, Buyer has relied solely upon its own review and analysisit is the explicit intent of the Contracting Parties, and the specific representations and warranties of Sellers expressly set forth in Section 3.1Contracting Parties hereby agree, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for that the representations and warranties made by Sellers the Company in Section 3.1 this Article III (and qualified by the Schedules hereto) are the exclusive representations and warranties made by the Company or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes with respect to the Company and the Company Subsidiaries, including the businesses and assets of each of them or the subject matter of this Agreement. The Company hereby disclaims any other express or implied representation representations or warranty warranties made by any Person with respect to Sellersitself or any Company Subsidiary or the businesses and assets of the Company and the Company Subsidiaries, their Subsidiaries the Shares and the transactions contemplated by this Agreement and any certificate, instrument or their businessesdocument delivered pursuant hereto. The Company is not, assetsdirectly or indirectly, operationsand no other Person on behalf of the Company is, liabilitiesmaking any representations or warranties regarding any pro-forma financial information, condition financial projections or other forward-looking prospects, risks or statements (financial or otherwise) of the Company or prospects any of the Company Subsidiaries made, communicated or furnished (orally or in writing) to Parent, Merger Sub or their respective Affiliates or Representatives (including with respect any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to the Purchased AssetsParent, the Assumed LiabilitiesMerger Sub or their respective Affiliates and Representatives), and the Business)Company, the Shareholders’ Representative and Sellers each member of the Pre-Closing Shareholder Group hereby disclaim disclaims all Liability and responsibility for any such other representations or warrantiesinformation and statements. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in It is understood that any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or Due Diligence Materials made available to Buyer Parent, Merger Sub or any of its their respective Affiliates or Representatives in the course of its due diligence investigation of Sellers do not, directly or indirectly, and their Subsidiariesshall not be deemed to, the Businessdirectly or indirectly, the negotiation of this Agreement and the Ancillary Agreements contain representations or the consummation warranties of the transactions contemplated hereby and thereby, including the accuracy, completeness Company or currency thereof, and neither Sellers nor any of their Subsidiaries or its Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationRepresentatives.

Exclusivity of Representations. In entering into this AgreementAcquirer and Merger Sub acknowledge and agree, Buyer has relied solely upon its own review for themselves and analysison behalf of their Representatives and Affiliates, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimerthat, except for the representations and warranties made by Sellers of the Company expressly set forth in Section 3.1 this Article II, for representations and warranties of the Company Stockholders in the Letters of Transmittal or in any Ancillary Agreement Transaction Document and the statements to be delivered made in the certificate contemplated by Sellers pursuant to this AgreementSection 1.2(b)(i) hereof, (a) neither Sellers the Company nor any of their the Subsidiaries or Affiliates (or any other Person make Person) makes, or have made has made, any representation or warranty warranty, express or implied, relating to Buyer the Company, the Subsidiaries or any of its respective Representativestheir businesses or operations or otherwise in connection with this Agreement or the Transactions, with respect to, nor (b) no Person has Buyer been authorized by the Company or any of its respective Representatives relied onthe Subsidiaries to make any representation or warranty, (i) any financial projectionexpress or implied, forecast, estimate, budget or prospective information relating to Sellersthe Company, their the Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives their businesses or operations or otherwise in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of connection with this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereofTransactions, and neither Sellers nor if made, such representation or warranty must not be and has not been relied upon by Acquirer or Merger Sub or any of their Affiliates or Representatives as having been authorized by the Company or any of the Subsidiaries or Affiliates (or any other Person) and (c) Acquirer and Merger Sub and their Representatives and Affiliates are not acting, including, as applicable, by entering into or consummating this Agreement or the Transactions, in reliance on any representation or warranty, express or implied, or in reliance on any materials, statements or information provided or addressed to Acquirer or Merger Sub or their Representatives or Affiliates in any electronic data room hosted by or on behalf of the Company in connection with the Transactions, in any presentations by the Company’s management or in any other form or setting, or in reliance on the accuracy or completeness of any such representation, warranty, materials, statements or information and that no Person will shall have any liability Liability with respect to Buyer any such representation, warranty, materials, statements or information or omissions therefrom. Any estimate, projection, prediction, data, financial information, memorandum, presentation or any other Person in respect materials or information provided or addressed to Acquirer or Merger Sub or any of such informationtheir Affiliates or the Representatives, including any subsequent use materials or information made available in the electronic data room hosted by or on behalf of such informationthe Company in connection with the Transactions or in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties, except as otherwise expressly set forth in this Article II, and Acquirer and its Affiliates shall have no claim against any Person with respect thereto.

Exclusivity of Representations. The Seller has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of OPCO, which investigation, review and analysis was done by the Seller and its representatives. In entering into this Agreement, Buyer has the Seller relied solely upon its own the aforementioned investigation, review and analysis, analysis and not on any representations or opinions (whether written or oral) of OPCO or its Affiliates (except the specific representations and warranties of Sellers expressly set forth made in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements Article 5 or omissions (whether by Sellers or another Personin the MOA). Except for the representations and warranties made by Sellers contained in Section 3.1 or Article 5 and Article 6, the representations and warranties in any Ancillary Agreement the MOA and in the certificate delivered to be delivered by Sellers the Seller pursuant to this AgreementSection 8.1, the Seller acknowledges that (a) NONE OF THE BUYER GROUP OR ANY OTHER PERSON ON BEHALF OF THE BUYER GROUP MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, WITH RESPECT TO ANY OF THE BUYER GROUP OR THEIR AFFILIATES OR THEIR BUSINESS, OPERATIONS, ASSETS, LIABILITIES, RESULTS OF OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OR (II) THE PROBABLE SUCCESS OR PROFITABILITY OF THE OPCO AND ITS AFFILIATES OR THE BUSINESS THEREOF AFTER THE CLOSING and (b) neither Sellers the Buyer Group nor any other Person makes will have or be subject to any express liability or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect indemnification obligation to the Purchased AssetsSeller, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their its Subsidiaries or Affiliates or any other Person make or have made any representation or warranty resulting from the distribution to Buyer the Seller or any of its respective Representativesother Person, or their use of, any information provided in connection with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of transactions contemplated by this Agreement and the Ancillary Agreements Agreements, including any information, documents, projections, forecasts or the consummation of other material made available to them in any “data rooms” or management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby and thereby, including by this Agreement or the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationAncillary Agreements.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the The representations and warranties made by Sellers the Company in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to Article III are the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the exclusive representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement the Company with respect to be delivered by Sellers pursuant to this Agreementthe Company and the Company Subsidiaries, neither Sellers nor any including the assets of their Subsidiaries or Affiliates or each of them. The Company hereby disclaims any other Person make express or have made any representation implied representations or warranty warranties with respect to Buyer itself or any of its respective Representativesthe Company Subsidiaries. EXCEPT AS EXPRESSLY SET FORTH HEREIN, with respect toTHE CONDITION OF THE ASSETS OF THE COMPANY AND THE COMPANY SUBSIDIARIES SHALL BE "AS IS" AND "WHERE IS" AND THE COMPANY MAKES NO WARRANTY OF MERCHANTABILITY, nor has Buyer SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR QUALITY WITH RESPECT TO ANY OF THE ASSETS OF THE COMPANY OR ANY COMPANY SUBSIDIARY OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. The Company is not, directly or indirectly, making any representations or warranties regarding any pro-forma financial information, financial projections or other forward-looking statements of the Company or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or Company Subsidiaries. Any Due Diligence Materials made available to Buyer Parent or any of its Affiliates or their respective Representatives in the course of its due diligence investigation of Sellers do not, and their Subsidiariesshall not be deemed to, the Businessdirectly or indirectly, the negotiation of this Agreement and the Ancillary Agreements contain representations or the consummation warranties of the transactions contemplated hereby and thereby, including the accuracy, completeness Company or currency thereof, and neither Sellers nor any of their Subsidiaries or its Affiliates or any other Person will have any liability their respective Representatives. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub jointly and severally represent and warrant to Buyer or any other Person in respect of such information, including any subsequent use of such information.the Company as follows:

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers of the Company expressly set forth in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this AgreementArticle III, (a) neither Sellers the Company nor any of its Subsidiaries (or any other Person makes Person) makes, or has made, and Parent and Merger Sub have not relied on, any express or implied representation or warranty with respect (whether express or implied) relating to Sellersthe Company, their its Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities or otherwise in connection with this Agreement or the Transactions, including as to the accuracy or completeness of any such information, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to the Company, its Subsidiaries or any of their respective businesses, operations, liabilitiesproperties, condition (financial assets, liabilities or otherwise) otherwise in connection with this Agreement or prospects (the Transactions, including with respect as to the Purchased Assets, the Assumed Liabilitiesaccuracy or completeness thereof, and if made, such representation or warranty must not be and has not been relied upon by Parent, Merger Sub or any of their respective Affiliates or the BusinessRepresentatives of any of the foregoing as having been authorized by the Company or any of its Subsidiaries (or any other Person), and Sellers hereby disclaim (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Merger Sub or any of their respective Affiliates or the Representatives of any of the foregoing, including any materials or information made available in the electronic data room hosted by or on behalf of the Company in connection with the Transactions or in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties unless and then only to the extent any such other materials or information is expressly the subject of any express representation or warranty set forth in this Article III. Guarantor, Parent and Merger Sub disclaim reliance upon any such estimates, projections, predictions, data, financial information, memoranda, presentations, information, materials, representations or warranties. In particular, without limiting the foregoing disclaimer, except for the express representations and warranties made by Sellers set forth in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationArticle III.

Exclusivity of Representations. In entering into this Agreement(a) Buyer, Buyer has relied solely upon on behalf of itself and its own review Subsidiaries, acknowledges and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimeragrees that, except for the representations and warranties made by Sellers expressly set forth in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, ARTICLE IV: (i) neither Sellers Seller nor any of their its Subsidiaries or Affiliates (or any other Person make Person) makes, or have made has made, any representation or warranty relating to Seller, its Subsidiaries or any of their businesses or operations (including the Business, the Acquired Assets or the Assumed Liabilities) or otherwise in connection with this Agreement or the Transactions, and the sale and transfer by Seller of all of the Acquired Assets is on an “As Is Where Is” basis on the Closing Date regardless of the condition of the Acquired Assets and whether Buyer has inspected and examined them. Except as may be specifically provided in this Agreement, Buyer acknowledges and agrees that Seller makes no representation or warranty with respect to the value, condition or use of the Acquired Assets, whether expressed or implied, including any implied warranty of merchantability or fitness for a particular purpose or use; (ii) no Person has been authorized by Seller, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to Seller, its Subsidiaries or any of their businesses or operations (including the Business, the Acquired Assets or the Assumed Liabilities) or otherwise in connection with this Agreement or the Transactions, and if made, such representation or warranty must not be relied upon by Buyer or any of its Affiliates or Representatives as having been authorized by Seller, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and (iii) the representations and warranties made by Seller in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any that are express or implied or as to merchantability or fitness for a particular purpose, and Seller hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Buyer or any of its respective RepresentativesAffiliates or Representatives of any documentation or other information (including any financial information, with respect tosupplemental data or financial projections or other forward-looking statements). (b) Buyer, nor has Buyer on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV, it is not acting (including, as applicable, by entering into this Agreement or any of its respective Representatives relied consummating the Transactions) in reliance on, : (i) any financial projectionrepresentation or warranty, forecast, estimate, budget express or prospective information relating to Sellers, their Subsidiaries or the Business or implied; (ii) any oral estimate, projection, prediction, data, financial information, memorandum, presentation or written other materials or information furnished provided or made available addressed to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such informationRepresentatives, including any subsequent use materials or information made available in the electronic data room hosted by or on behalf of such Seller in connection with the Transactions, in connection with presentations by Seller’s management or in any other forum or setting; (iii) the accuracy or completeness of any other representation, warranty, estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information. (c) Notwithstanding anything to the contrary in this Section 5.10, nothing in this Section 5.10 or elsewhere in this Agreement shall preclude any claims for Fraud.

Exclusivity of Representations. In entering into this AgreementNotwithstanding anything herein to the contrary, Buyer has relied solely upon its own review and analysisit is the explicit intent of the parties hereto, and the specific representations and warranties of Sellers expressly set forth in Section 3.1parties hereto hereby agree, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for that the representations and warranties made by Sellers MIC in Section 3.1 or this Article V (as modified by MIC Disclosure Letter), including in any Ancillary Agreement to be certificate delivered by Sellers pursuant to Article IX, are the exclusive representations and warranties made by MIC or any other Person with respect to MIC and the MIC Subsidiaries, including the businesses and assets of each of them or the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. MIC hereby disclaims any other express or implied, written or oral, representations or warranties with respect to MIC, any MIC Subsidiary, the businesses and assets of MIC and the MIC Subsidiaries, the Common Shares and the transactions contemplated by this Agreement or any transactions contemplated by any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth in this Agreement, the condition of the businesses and assets of MIC and the MIC Subsidiaries shall be “as is”, “where is” and “with all faults” and MIC does not make any warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the businesses and any of the assets of MIC or any MIC Subsidiary or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except as set forth in this Agreement, neither Sellers MIC nor any other Person makes is, directly or indirectly, making any express representations or implied representation warranties regarding any pro-forma financial information, financial projections or warranty with respect to Sellersother forward-looking prospects, their Subsidiaries risks or their businesses, assets, operations, liabilities, condition statements (financial or otherwise) of MIC or prospects any of MIC Subsidiaries made, communicated or furnished (orally or in writing) to Parent or its Affiliates or their respective Representatives (including with respect any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to the Purchased Assets, the Assumed Liabilities, Parent and the Businessits Affiliates and their respective Representatives), and Sellers MIC hereby disclaim disclaims all Liability and responsibility for any such other representations or warrantiesinformation and statements. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in It is understood that any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or Due Diligence Materials made available to Buyer Parent or any of its Affiliates or their respective Representatives in the course of its due diligence investigation of Sellers and their Subsidiariesdo not, the Business, the negotiation of this Agreement and the Ancillary Agreements directly or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereofindirectly, and neither Sellers nor any shall not be deemed to, directly or indirectly, contain representations or warranties of their Subsidiaries MIC or its Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationits Representatives.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and Except for the specific representations and warranties contained in Article V or this Article VI (as modified by the Disclosure Letters), none of Sellers the Companies, Seller or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to Seller, the Companies, the Companies’ Subsidiaries, the Transaction, the Membership Interests or any of Seller’s, the Companies’ or the Companies’ Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and Seller and the Companies each disclaim any other representations or warranties, whether made by Seller, the Companies, the Companies’ Subsidiaries or any of their respective Affiliates, direct or indirect equityholders, officers, directors, employees, agents or Representatives (collectively, “Related Persons”), and no Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the Ancillary Agreements. Except for the representations and warranties expressly set forth in Section 3.1Article V or this Article VI (as modified by the Disclosure Letters), Seller and has not relied on, the Companies (directly and on behalf of all Related Persons) each hereby disclaims reliance onall liability and responsibility for any representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses, or EBITDA(M)), budget statement, or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “break-out” discussions, in responses to questions or requests submitted by or on behalf of Buyer or in any other representationsform in consideration or investigation of the Transaction) to Buyer or its Affiliates or Representatives (including any opinion, warrantiesinformation, statements forecast, projection, budget, financial review or omissions (whether advice that may have been or may be provided to Buyer or its Affiliates or Representatives by Sellers Seller, the Companies or another any Related Person). Except for the representations and warranties made contained in Article V or this Article VI (as modified by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreementthe Disclosure Letters), neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assetsnone of Seller, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates Companies or any other Related Person make has made or have made makes any representation or warranty to Buyer or its Affiliates or Representatives regarding: (a) merchantability or fitness of any assets of the Companies or its respective RepresentativesSubsidiaries for any particular purpose; (b) the nature or extent of any liabilities of the Companies or its Subsidiaries; (c) the prospects of the business of the Companies and its Subsidiaries and any financial forecast or projection; (d) the probable success or profitability of the Companies or its Subsidiaries; (e) the impact of competition, with respect toweather or other factors impacting historical, nor has actual and projected financial performance or (f) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished Affiliates or made available to Buyer or any of and its Representatives in any “data rooms,” “virtual data rooms,” management presentations (including any oral or written statements, opinions, forecasts, projections or budgets for financial performance by any employee or agent of the course of its due diligence investigation of Sellers and Companies or their Subsidiariesaffiliates or subsidiaries) or in any other form in expectation of, or in connection with, the BusinessTransaction, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationother matter or thing whatsoever.

Exclusivity of Representations. In entering into this AgreementNotwithstanding anything herein to the contrary, Buyer has relied solely upon its own review and analysisit is the explicit intent of the parties hereto, and the specific representations and warranties of Sellers expressly set forth in Section 3.1parties hereto hereby agree, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for that the representations and warranties made by Sellers GP in Section 3.1 this Article III (as modified by the Partnership Disclosure Letter) and in Article IV (as modified by the Partnership Disclosure Letter) are the exclusive representations and warranties made by GP or in any Ancillary other Person with respect to GP, including its businesses and assets or the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. GP hereby disclaims any other express or implied, written or oral, representations or warranties with respect to GP, its businesses and assets, the membership interests of GP and the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth herein, the condition of the businesses and assets of GP and the membership interests of GP shall be delivered by Sellers pursuant “as is”, “where is” and “with all faults” and GP makes no warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to this Agreementits businesses and any of its assets or as to the condition or workmanship thereof or the absence of any defects therein, neither Sellers whether latent or patent. Neither GP, nor GP Parent, nor any other Person makes Person, is, directly or indirectly, making any express representations or implied representation warranties regarding any pro-forma financial information, financial projections or warranty with respect to Sellersother forward-looking prospects, their Subsidiaries risks or their businesses, assets, operations, liabilities, condition statements (financial or otherwise) of GP made, communicated or prospects furnished (orally or in writing) to Parent, Merger Subs or their respective Affiliates or their respective Representatives (including with respect any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to the Purchased AssetsParent, the Assumed Liabilities, Merger Subs and the Businesstheir respective Affiliates and their respective Representatives), and Sellers GP and GP Parent hereby disclaim all Liability and responsibility for any such other representations or warrantiesinformation and statements. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in It is understood that any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or Due Diligence Materials made available to Buyer Parent or any of its Affiliates or their respective Representatives in the course of its due diligence investigation of Sellers and their Subsidiariesdo not, the Business, the negotiation of this Agreement and the Ancillary Agreements directly or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereofindirectly, and neither Sellers nor any shall not be deemed to, directly or indirectly, contain representations or warranties of GP or GP Parent or their Subsidiaries or respective Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationtheir respective Representatives.

Exclusivity of Representations. In entering into this AgreementNotwithstanding anything herein to the contrary, Buyer has relied solely upon its own review and analysisit is the explicit intent of the parties hereto, and the specific representations and warranties of Sellers expressly set forth in Section 3.1parties hereto hereby agree, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for that the representations and warranties made by Sellers the Company in Section 3.1 this Article IV [(Representations and Warranties of the Company)] (as modified by the Company Disclosure Letter) are the exclusive representations and warranties made by the Company or any other Person with respect to the Company and the Company Subsidiaries (other than Seller in accordance with Article III [(Representations and Warranties of Seller)] and in any Ancillary Agreement to be certificate, instrument or document delivered pursuant hereto), including the businesses and assets of each of them or the transactions contemplated by Sellers pursuant to this Agreement. The Company and Seller hereby disclaim any other express or implied, written or oral, representations or warranties with respect to the Company, any Company Subsidiary, the businesses and assets of the Company and the Company Subsidiaries, the Surviving Company Common Stock and the transactions contemplated by this Agreement or any transactions contemplated by any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth herein (including the representations and warranties set forth in Article III [(Representations and Warranties of Seller)], this Article IV [(Representations and Warranties of the Company)] and in any certificate, instrument or document delivered hereunder), the condition of the businesses and assets of the Company and the Company Subsidiaries and the Surviving Company Common Stock shall be “as is”, “where is” and “with all faults” and neither Sellers the Company nor Seller makes any warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the businesses and any of the assets of the Company or any Company Subsidiary or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Neither the Company, Seller nor any other Person makes is, directly or indirectly, making any express representations or implied representation warranties regarding any pro forma financial information, financial projections or warranty with respect to Sellersother forward-looking prospects, their Subsidiaries risks or their businesses, assets, operations, liabilities, condition statements (financial or otherwise) of the Company or prospects any of the Company Subsidiaries made, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or their respective Representatives (including with respect any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to the Purchased Assets, the Assumed LiabilitiesPurchaser and its Affiliates and their respective Representatives), and the Business)Company and Seller hereby disclaim all Liability and responsibility for any such information and statements. It is understood that any Due Diligence Materials made available to Purchaser or its Affiliates or their respective Representatives do not, directly or indirectly, and Sellers hereby disclaim any such other shall not be deemed to, directly or indirectly, contain representations or warranties. In particularwarranties of the Company, without limiting the foregoing disclaimer, except for Seller or their respective Affiliates or their respective Representatives or otherwise modify or affect the representations and warranties made by Sellers the Company and Seller in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements in any certificate, instrument or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationdocument delivered hereunder.

Exclusivity of Representations. In entering into this AgreementParent and Merger Sub acknowledge and agree, Buyer has relied solely upon its own review for themselves and analysison behalf of their Representatives and Affiliates, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimerthat, except for the representations and warranties made by Sellers of the Company expressly set forth in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this AgreementArticle II: (a) neither the Company, neither Sellers nor any of their Subsidiaries other Person, makes, or Affiliates or any other Person make or have made has made, any representation or warranty warranty, express of implied, relating to Buyer the Company or any of its respective Representativesbusinesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby; (b) no Person has been authorized by the Company to make any representation or warranty, express or implied, relating to the Company or its business or operations or otherwise in connection with respect tothis Agreement or the transactions contemplated hereby, nor and if made, such representation or warranty must not be and has Buyer not been relied upon by Parent, Merger Sub or any of its respective their Affiliates or Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or as having been authorized by the Business or (ii) any oral or written information furnished or made available to Buyer Company or any of its Representatives in the course of its due diligence investigation of Sellers other Person; and (c) Parent and Merger Sub and their SubsidiariesRepresentatives and Affiliates are not acting, the Businessincluding, the negotiation of as applicable, entering into or consummating this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and therebyhereby, including the accuracyin reliance on any representation or warranty, completeness express or currency thereofimplied, and neither Sellers nor or in reliance on any of materials, statements or information provided or addressed to Parent or Merger Sub or their Subsidiaries Representatives or Affiliates in any electronic data room hosted by or on behalf of the Company in connection with the transactions contemplated hereby, in any presentations by the Company’s management or in any other form or setting, or in reliance on the accuracy or completeness of any such representation, warranty, materials, statements or information and that no Person will shall have any liability with respect to Buyer any such representation, warranty, materials, statements or any other Person in respect of such information, including any subsequent use of such information.information or omissions

Exclusivity of Representations. In entering into this AgreementNotwithstanding anything herein to the contrary, Buyer has relied solely upon its own review and analysisit is the explicit intent of the parties hereto, and the specific representations and warranties of Sellers expressly set forth in Section 3.1parties hereto hereby agree, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for that the representations and warranties made by Sellers the Partnership in Section 3.1 this Article IV (as modified by the Partnership Disclosure Letter) are the exclusive representations and warranties made by the Partnership or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, Partnership and the Business)Partnership Subsidiaries, including the businesses and assets of each of them or the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. The Partnership, GP Parent, and Sellers hereby disclaim any such other express or implied, written or oral, representations or warrantieswarranties with respect to the Partnership, any Partnership Subsidiary, the businesses and assets of the Partnership and the Partnership Subsidiaries, the Units and the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. In particularExcept as expressly set forth herein, without limiting the foregoing disclaimercondition of the businesses and assets of the Partnership and the Partnership Subsidiaries and the Units shall be “as is”, except for “where is” and “with all faults” and neither the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers Partnership nor GP Parent nor any Seller makes any warranty of their Subsidiaries merchantability, suitability, adequacy, fitness for a particular purpose or Affiliates quality with respect to the businesses and any of the assets of the Partnership or any Partnership Subsidiary or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Neither the Partnership, nor GP Parent nor any Seller nor any other Person make is, directly or have made indirectly, making any representation representations or warranty to Buyer warranties regarding any pro-forma financial information, financial projections or other forward-looking prospects, risks or statements (financial or otherwise) of the Partnership or any of its the Partnership Subsidiaries made, communicated or furnished (orally or in writing) to Parent, Merger Subs or their respective Affiliates or their respective Representatives (including any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to Parent, Merger Subs and their respective Affiliates and their respective Representatives), with respect toand the Partnership, nor has Buyer or GP Parent and Sellers hereby disclaim all Liability and responsibility for any of its respective Representatives relied on, (i) such information and statements. It is understood that any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or Due Diligence Materials made available to Buyer Parent 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 the Partnership, GP Parent or any of its Representatives in the course of its due diligence investigation of Sellers and Seller or their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or respective Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationtheir respective Representatives.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the a) The representations and warranties made by Sellers Seller in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, ARTICLE 3 and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting Seller Documents are the foregoing disclaimer, except for the exclusive representations and warranties made by Sellers Seller with respect to Seller, Liberty Georgetown or the Business. Except for any representations and warranties set forth in Section 3.1 this ARTICLE 3 and the Seller Documents, the Business and its assets are sold “AS IS, WHERE IS,” and Seller and Liberty Georgetown expressly disclaim any other representations or warranties of any kind or nature, express or implied, as to liabilities, operations of the facilities, the title, condition, value or quality of assets of the Business or the prospects (financial and otherwise), risks and other incidents of the Business, and EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SELLER AND LIBERTY GEORGETOWN SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE ASSETS OF THE BUSINESS OR ANY PART THEREOF, OR WHETHER LATENT OR PATENT. No material or information provided by or communications made by Seller or Liberty Georgetown or any of their respective Affiliates, or by any advisor thereof, whether by use of a “data room,” or in any Ancillary Agreement information memorandum, or otherwise, or by any broker or investment banker, will cause or create any warranty, express or implied, as to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any or in respect of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries Seller or the Business or (ii) any oral the title, condition, value or written information furnished quality of the assets or made available to Buyer liabilities of Seller or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business. (b) Seller and Liberty Georgetown make no representation or warranty whatsoever with respect to any estimates, projections and other forecasts and plans (including the negotiation of this Agreement and the Ancillary Agreements or the consummation reasonableness of the transactions contemplated hereby assumptions underlying such estimates, projections and therebyforecasts). Purchaser agrees that neither Seller, including the accuracy, completeness or currency thereof, and neither Sellers Liberty Georgetown nor any of their Subsidiaries or Affiliates or any other Person will have or be subject to any liability to Buyer Purchaser or any other Person in respect resulting from the distribution to the Purchaser, or Purchaser’s or any of such informationits Affiliates’ use of, any information regarding Seller, Liberty Georgetown, the Business or the Business’ assets and liabilities, including any subsequent use offering memorandum prepared, as supplemented or amended, and any information, document or material made available to Purchaser or its Affiliates in certain physical or on-line “data rooms,” management presentations or any other form in expectation of such informationthe transactions contemplated by this Agreement.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made contained in Article 4 and 5 of this Agreement (as modified by Sellers in Section 3.1 the Schedules), none of the Sellers, the Target Entities, the Company Subsidiaries (or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreementof them), neither Sellers nor or any other Person have made, makes or shall be deemed to make any express or implied other representation or warranty with respect to of any kind whatsoever, express or implied, written or oral, at law or in equity, on behalf of the Sellers, the Target Entities, the Company Subsidiaries (or any of them), or any of their Subsidiaries or their businessesrespective Affiliates, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed LiabilitiesTarget Shares or their respective assets and liabilities, and the Business)Sellers, and Sellers the Target Entities hereby disclaim any such all other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by Sellers in Section 3.1 or in on behalf of the Sellers, the Target Entities, the Company Subsidiaries (or any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor of them) or any of their respective Affiliates. The Sellers, the Target Entities and the Company Subsidiaries hereby disclaim all liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to the Buyer or any of the Buyer’s Affiliates or any Representatives of the Buyer or any of the Buyer Affiliates, including omissions therefrom, unless expressly warranted or represented in Article 4 or 5. Without limiting the foregoing, other Person than as set out herein, none of the Sellers or the Target Entities shall be deemed to make or have made any representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, to the Buyer or any of its respective Representatives, with respect to, nor has the Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have Representatives of the Buyer of any liability to of the Buyer Affiliates regarding the future success, future profitability or any other Person in respect value of such informationthe Target Entities, including any subsequent use of such informationthe Company Subsidiaries or their business.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made contained in Articles 4 and 5 of this Agreement (as modified by Sellers in Section 3.1 the Disclosure Schedules), none of the Sellers, the Company, any Company Subsidiary or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person has made, makes or shall be deemed to make any express or implied other representation or warranty with respect to of any kind whatsoever, express or implied, written or oral, at law or in equity, on behalf of the Sellers, the Company or any Company Subsidiary, or any of their Subsidiaries or their businessesrespective Affiliates, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed LiabilitiesCompany Stock or their respective assets and liabilities, and the Business), Sellers and Sellers the Company hereby disclaim all other representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by or on behalf of the Sellers, the Company, any Company Subsidiary or any other Person. The Sellers and the Company hereby disclaim all Liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to the Buyer or any of the Buyer’s Affiliates or any Representatives of the Buyer or any of the Buyer’s Affiliates, including omissions therefrom, except (x) for the representations and warranties contained in Articles 4 and 5 of this Agreement (as modified by the Disclosure Schedules) or (y) to the extent any such other representations information or warrantiescommunication constitutes Fraud. In particular, without Without limiting the foregoing disclaimerforegoing, except for the representations and warranties made contained in Articles 4 and 5 of this Agreement (as modified by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreementthe Disclosure Schedules), neither the Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made the Company makes any representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, to the Buyer or any of its respective Representatives, with respect to, nor has Affiliates or any Representatives of the Buyer or of any of its respective Representatives relied onAffiliates regarding the success, (i) any financial projectionprofitability or value of the Company, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Company Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such information.respective businesses. ARTICLE 6

Exclusivity of Representations. In entering into this AgreementParent and Merger Sub acknowledge and agree, Buyer has relied solely upon its own review for themselves and analysison behalf of their Representatives and Affiliates, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimerthat, except for the representations and warranties made by Sellers of the Company expressly set forth in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement Related Agreements and the Ancillary Agreements or the consummation of the transactions certificates contemplated hereby and thereby, (a) neither the Company nor any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty, express or implied, relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Transactions, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty, express or implied, relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Transactions, and if made, **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** such representation or warranty must not be and has not been relied upon by Parent or Merger Sub or any of their Affiliates or Representatives as having been authorized by the Company or any of its Subsidiaries (or any other Person) and (c) Parent and Merger Sub and their Representatives and Affiliates are not acting (including when entering into or consummating this Agreement or the Transactions) in reliance on any representation or warranty, express or implied, written or oral, or in reliance on any materials, statements or information provided or addressed to Parent or Merger Sub or their Representatives or Affiliates in any electronic data room hosted by or on behalf of the Company in connection with the Transactions, in any presentations by the Company's management or in any other form or setting, or in reliance on the accuracy, sufficiency or completeness of any such representation, warranty, materials, statements or currency thereofinformation and that no Person shall have any liability with respect to any such representation, warranty, materials, statements or information or omissions therefrom.Parent and neither Sellers nor Merger Sub acknowledge and agree, for themselvesand on behalf of their Representatives and Affiliates, that any estimate, projection, predictioli, data, memorandum, presentation or forward looking statement (including any forward looking statement regarding revenues, costs, margins or other financial information or the acquisition or retention of employees, customers or other business partners) provided or addressed to Parent or Merger Sub or any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer Representatives, or any other materials or information made available in the electronic data room hosted by or on behalf of the Company in connection with the Transactions or in connection with presentations or statementsby the Company's management, are not and shall not be deemed to be or includerepresentations or warranties and have not been relied upon by Parent, Merger Sub or any of their Affiliates or Representatives, except as otherwise expressly set forth in this Agreement, the Related Agreements and the certificates contemplated hereby and thereby, and Parent and its Affiliates shall have no claim against any Person with respect thereto. Notwithstanding anything to the contrary herein,nothing contained in this Agreement shall limit the recourse of any Party in the event of intentional fraud, committed with actual knowledge, with respect of such information, including any subsequent use of such informationto representations and warranties expressly set forth in this Agreement or the certificates contemplated hereby.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and Except for the specific representations and warranties of Sellers expressly set forth in Section 3.1this Article III (as qualified by the Company Disclosure Schedule and the Company SEC Documents to the extent provided herein), none of the Company, any of its Affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has not relied onbeen no reliance by Parent and Merger Sub or any of their respective Affiliates or Representatives on any such representation or warranty) with respect to the Company, its Subsidiaries or its and hereby disclaims reliance on, their respective businesses or with respect to any other representationsinformation provided, warrantiesor made available, statements to Parent and Merger Sub or omissions (whether by Sellers their respective Affiliates or another Person)Representatives in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Except for the representations and warranties made expressly set forth in this Article III (as qualified by Sellers in Section 3.1 or in any Ancillary Agreement the Company Disclosure Schedule and the Company SEC Documents to be delivered by Sellers pursuant to this Agreementthe extent provided herein), neither Sellers the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company or any of its Affiliates, and for the avoidance of doubt, neither the Company nor any of its Affiliates makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition the Evaluation Material (financial or otherwiseas defined in the Mutual NDA) or prospects (including with respect to the Purchased Assetsany information, the Assumed Liabilitiesdocuments, and the Business)projections, and Sellers hereby disclaim any such forecasts or other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or material made available to Buyer Parent, Merger Sub or their Affiliates or Representatives, including any of its Representatives information made available in the course of its due diligence investigation of Sellers and their Subsidiaries, electronic data room maintained by the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation Company for purposes of the transactions contemplated hereby and therebyby this Agreement, including the accuracyteasers, completeness marketing materials, consulting reports or currency thereofmaterials, and neither Sellers nor any confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their Subsidiaries or respective Affiliates or Representatives or in any other Person will have any liability to Buyer or any other Person form in respect of such information, including any subsequent use of such informationconnection with the transactions contemplated by this Agreement.

Exclusivity of Representations. In entering into this AgreementNotwithstanding anything herein to the contrary, Buyer has relied solely upon its own review and analysisit is the explicit intent of the parties hereto, and the specific representations and warranties of Sellers expressly set forth in Section 3.1parties hereto hereby agree, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for that the representations and warranties made by Sellers the Company in Section 3.1 or this Article VI (as modified by the Company Disclosure Letter), including in any Ancillary Agreement to be certificate delivered by Sellers pursuant to Article IX, are the exclusive representations and warranties made by the Company or any other Person with respect to the Company and each of the MIC Hawaii Companies, including the businesses and assets of each of them or the transactions contemplated by this AgreementAgreement and any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth in this Article V, the Company hereby disclaims any other express or implied, written or oral, representations or warranties with respect to the Company, any MIC Hawaii Company, the businesses and assets of the Company and each of the MIC Hawaii Companies, the Common Units and the transactions contemplated by this Agreement or any transactions contemplated by any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth herein, the condition of the businesses and assets of the Company and each of the MIC Hawaii Companies shall be “as is”, “where is” and “with all faults” and the Company does not make any warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the businesses and any of the assets of the Company or any of the MIC Hawaii Companies or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except as expressly set forth in this Article V, neither Sellers the Company nor any other Person makes is, directly or indirectly, making any express representations or implied representation warranties regarding any pro-forma financial information, financial projections or warranty with respect to Sellersother forward-looking prospects, their Subsidiaries risks or their businesses, assets, operations, liabilities, condition statements (financial or otherwise) of the Company or prospects any of the MIC Hawaii Companies made, communicated or furnished (orally or in writing) to Parent or its Affiliates or their respective Representatives (including with respect any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to the Purchased Assets, the Assumed LiabilitiesParent and its Affiliates and their respective Representatives), and the Business)Company hereby disclaims all Liability and responsibility for any such information and statements. It is understood that any Due Diligence Materials made available to Parent or its Affiliates or their respective Representatives do not, directly or indirectly, and Sellers hereby disclaim any such other shall not be deemed to, directly or indirectly, contain representations or warranties. In particularwarranties of the Company or its Affiliates or its Representatives, without limiting the foregoing disclaimer, except for or otherwise modify or affect the representations and warranties made by Sellers the Company in Section 3.1 or in any Ancillary Agreement to be delivered this Article V (as modified by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationCompany Disclosure Letter).

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). a) Except for the representations and warranties made by Sellers expressly set forth in Section 3.1 or this Article 5 and the representations and warranties expressly set forth in any Ancillary Agreement other the Transaction Documents and the information set forth in the certificates required to be delivered by Sellers pursuant to this AgreementSection 9.03(d), neither Sellers Summit nor any other Person makes (and Summit, on behalf of itself, its Subsidiaries and their respective Affiliates hereby disclaims) any other express or implied representation or warranty with respect to Summit, its business, operations, assets, liabilities, or in connection with this Agreement or the Transactions (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to the Argos Parties, Cementos, the Company or their respective Affiliates in connection with the Transactions. (b) Summit acknowledges and agrees that, except for the representations and warranties expressly set forth in Article 3 and Article 4 and the representations and warranties expressly set forth in other Transaction Documents or the representations and warranties set forth in the certificates required to be delivered pursuant to Section 9.02(d), none of the Company, any Argos Party or any other Person has made any express or implied representation or warranty with respect to Sellersthe Argos Parties, their Subsidiaries Cementos, the Company or the ANAC Companies or their businessesrespective Affiliates (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Applicable Law, assets, operations, liabilities, condition (financial or otherwiseincluding the warranties of merchantability and fitness for a particular purpose) or prospects (including with respect to the Purchased Assetsaccuracy or completeness of any other information provided, or made available, to Summit or any of its Subsidiaries or their respective Affiliates in connection with the Assumed LiabilitiesTransactions and Summit has not relied on, and the Business)disclaims reliance upon, any representation or warranty other than those expressly set forth in Article 4 and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for Article 5 and in the representations and warranties made by Sellers set forth in Section 3.1 the other Transaction Documents or the representations and warranties in any Ancillary Agreement the certificates required to be delivered by Sellers pursuant to this AgreementSection 9.02(d). Without limiting the generality of the foregoing, neither Sellers Summit acknowledges and agrees that it has not relied on any other information provided, or made available, to Summit or any of its Subsidiaries or their respective Affiliates in connection with the Transactions, and that none of the Argos Parties, Cementos, the Company, the ANAC Companies, their respective Affiliates nor any of other Person shall be subject to any liability to Summit or any other Person resulting from (i) any misrepresentation or omission by the Argos Parties, Cementos, the Company, the ANAC Companies, their Subsidiaries or respective Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or to any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective such information relating to Sellers, their Subsidiaries or the Business or (ii) any oral Summit's use of, or written information furnished or made available to Buyer or the use by any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have of, any liability to Buyer or any other Person in respect of such information, including information, documents, projections, forecasts or other material made available to Summit, its Affiliates or their respective Representatives in any subsequent use "data rooms," teaser, confidential information memorandum, management presentations or otherwise in connection with the Transactions, unless any such information is expressly and specifically included in a representation or warranty contained in this Article 5 of such informationthis Agreement or in a representation and warranty in another Transaction Document or the representations and warranties set forth in the certificates required to be delivered pursuant to Section 9.02(d).

Exclusivity of Representations. In entering into this AgreementNotwithstanding anything herein to the contrary, Buyer has relied solely upon its own review and analysisit is the explicit intent of the parties hereto, and the specific representations and warranties of Sellers expressly set forth in Section 3.1parties hereto hereby agree, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for that the representations and warranties made by Sellers Seller in Section 3.1 this Article III are the exclusive representations and warranties made by Seller or any other Person with respect to or on behalf of Seller and Merger Sub (or in any Ancillary Agreement to be certificate, instrument or document delivered by Sellers Seller or any other Person with respect to or on behalf of Seller pursuant to hereto), including their respective businesses and assets or the transactions contemplated by this Agreement. Seller hereby disclaims any other express or implied, neither Sellers written or oral, representations or warranties with respect to Seller, Merger Sub, any of their respective Affiliates, the Company or any Company Subsidiary, their respective businesses and assets, the outstanding equity of Seller and Merger Sub and the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth in this Article III, Article IV [(Representations and Warranties of the Company)] or any certificate, instrument or document delivered hereunder, the condition of the businesses and assets of the Company and the Company Subsidiaries shall be “as is”, “where is” and “with all faults” and Seller makes no warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to its businesses and any of its assets or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Neither Seller nor any other Person makes Person, is, directly or indirectly, making any express representations or implied representation warranties regarding any pro-forma financial information, financial projections or warranty with respect to Sellersother forward-looking prospects, their Subsidiaries risks or their businesses, assets, operations, liabilities, condition statements (financial or otherwise) of Seller or prospects Merger Sub made, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or their respective Representatives (including with respect any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to the Purchased Assets, the Assumed Liabilities, Purchaser and the Businessits Affiliates and their respective Representatives), and Sellers Seller hereby disclaim disclaims all Liability and responsibility for any such other representations or warrantiesinformation and statements. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in It is understood that any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or Due Diligence Materials made available to Buyer Purchaser or any of its Affiliates or their respective Representatives in the course of its due diligence investigation of Sellers and their Subsidiariesdo not, the Business, the negotiation of this Agreement and the Ancillary Agreements directly or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereofindirectly, and neither Sellers nor any shall not be deemed to, directly or indirectly, contain representations or warranties of Seller, Merger Sub, or their Subsidiaries or respective Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationtheir respective Representatives.

Exclusivity of Representations. In entering into this Agreement, The Buyer has relied solely upon its own review and analysis, and the specific representations Transitory Subsidiary each acknowledge and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimeragree that, except for the representations and warranties made by Sellers expressly set forth in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this AgreementArticle III, (a) neither Sellers the Company nor any of their Subsidiaries or Affiliates or any other Person make makes, or have made has made, any representation or warranty relating to Buyer the Company or the Subsidiaries or any of its respective Representatives, their businesses or operations or otherwise in connection with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including neither the accuracy, completeness or currency thereof, and neither Sellers Buyer nor any of their Subsidiaries its Affiliates or the Representatives of any of the foregoing is relying on any representation or warranty except for the representations and warranties expressly set forth in Article III, (b) no Person has been authorized by the Company to make any representation or warranty relating to the Company or any of its businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby and if made, such representation or warranty must not be and has not been relied upon by the Buyer or any of the Affiliates or the Representatives of any of the foregoing as having been authorized by the Company (or any other Person will have Person), except for the representations and warranties expressly set forth in Article III, and (c) any liability estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Buyer or any other Person in respect of such informationthe Affiliates or the Representatives of any of the foregoing, including any subsequent use materials or information made available in the electronic data room hosted by or on behalf of the Company in connection with the transactions contemplated hereby or in connection with presentations by the management of the Company or the Subsidiaries, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such informationmaterials or information is the subject of an express representation or warranty set forth in Article III. Notwithstanding the foregoing, nothing in this Agreement shall, or shall be deemed or construed to, preclude, limit or impair any claim in respect of, relieve any Person of any liability or obligation for, or limit or impair any recourse or remedy of any Person available in respect of, Fraud, whether based on representations or statements set forth in or outside of this Agreement.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the The representations and warranties made by Sellers Renova in Section 3.1 Articles 6 and 7 are in lieu of and are exclusive of all other representations and warranties, including any implied warranties of merchantability, suitability or in fitness for any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor particular purpose or any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, warranty. EMYC acknowledges and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, agrees that except for the representations and warranties made by Sellers contained in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this AgreementArticles 6 and 7, neither Sellers Renova, the Project Companies nor any of their Subsidiaries respective Affiliates, agents, representatives, nor any other Person (collectively, the “Renova Parties”), makes or Affiliates shall be deemed to make, nor has EMYC or its Affiliates, agents, representatives, or any other Person make (collectively, the “EMYC Parties”), relied upon, any representation or have made warranty, written or oral, express or implied, at law or in equity, on behalf of any Renova Party with respect to the Purchased Securities, Renova, the Project Companies, or the assets or Liabilities of Renova or the Project Companies, or otherwise, including with respect to any other information provided to any EMYC Party, whether on behalf of Renova or any other Renova Party. Renova hereby disclaims any representation or warranty except for the representations and warranties contained in Articles 6 and 7 whether made by or attributed to Buyer any Renova Party, notwithstanding the delivery or disclosure to any EMYC Party any documentation or other information by or purportedly by any Renova Party. In furtherance of the foregoing, EMYC acknowledges and agrees that except for an Action based on the representations and warranties contained in Articles 6 and 7, no Action may be brought by or on behalf of EMYC against Renova or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereofother Person, and neither Sellers Renova nor any of their Subsidiaries or Affiliates or any other Person will have or be subject to any liability or obligation to Buyer any EMYC Party or any other Person in respect of such Person, based on any representations and warranties or resulting from the distribution to any EMYC Party, or any EMYC Party’s use of, any information, including projections, documents or material made available to any subsequent use EMYC Party at any time in certain “data rooms,” management presentations, “break-out” discussions, responses to questions submitted by or on behalf of such informationEMYC, whether orally or in writing, or in any other form in expectation or furtherance of the transactions contemplated by this Agreement.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and Except for the specific representations and warranties contained in Article 4 (as modified by the Company Disclosure Schedule) or Section 9.16, none of Sellers expressly the Company, Parent, Seller or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to Parent, Seller, the Company, its Subsidiaries, the Interests or any of the Company’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and each of Parent and Seller disclaims any other representations or warranties, whether made by Parent, Seller, the Company, its Subsidiaries or any of their respective Affiliates, direct or indirect equityholders, officers, directors, employees, agents or Representatives (collectively, “Related Persons”), and no Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided. Except for the representations and warranties contained in this Article 4 (as modified by the Company Disclosure Schedule) or in Section 3.19.16, each of Parent and has not relied on, Seller (directly and on behalf of all Related Persons) hereby disclaims reliance onall liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated hereby, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Purchaser or in any other representationsform in consideration or investigation of the transactions contemplated hereby) to Purchaser or its Affiliates or Representatives (including any opinion, warrantiesinformation, statements forecast, projection, or omissions (whether advice that may have been or may be provided to Purchaser or its Affiliates or Representatives by Sellers Parent, Seller, the Company or another any Related Person). Except for the representations and warranties made contained in this Article 4 (as modified by Sellers the Company Disclosure Schedule) or in Section 3.1 9.16, none of Parent, Seller, the Company or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Related Person has made or makes any express or implied representation or warranty with respect to SellersPurchaser or its Affiliates or Representatives regarding: (a) merchantability or fitness of any assets of the Company or its Subsidiaries for any particular purpose; (b) the nature or extent of any liabilities of the Company or its Subsidiaries; (c) the prospects of the business of the Company and its Subsidiaries; (d) the probable success or profitability of the Company or its Subsidiaries; or (e) the accuracy or completeness of any confidential information memoranda, their Subsidiaries documents, projections, material, statement, data, or their businesses, assets, operations, liabilities, condition other information (financial or otherwise) provided to Purchaser or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or its Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of Purchaser and its Representatives in the course of its due diligence investigation of Sellers and their Subsidiariesany “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, the Businessor in connection with, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and therebyhereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such information.other matter or thing whatsoever. Notwithstanding anything herein or in any Transaction 34

Exclusivity of Representations. The Seller has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Buyer, which investigation, review and analysis was done by the Seller and its representatives. In entering into this Agreement, Buyer the Seller acknowledges that it has relied solely upon its own the aforementioned investigation, review and analysis, analysis and not on any representations or opinions (whether written or oral) of the Buyer or its Affiliates (except the specific representations and warranties of Sellers expressly set forth the Buyer made in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements Article 5 or omissions (whether by Sellers or another Personeach applicable Buyer SPV in the MOA). Except for the representations and warranties made by Sellers contained in Section 3.1 Article 5, the representations and warranties of each applicable Buyer SPV in the MOA and the representations and warranties in the certificate delivered to the Seller hereto and thereto, the Seller acknowledges that (a) none of the Buyer or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person on behalf of the Buyer makes any other representation or warranty, express or implied representation implied, written or warranty oral, at law or in equity, with respect to Sellersthe Buyer or its business, their Subsidiaries or their businessesoperations, assets, liabilities, results of operations, liabilities, condition (financial or otherwise) or prospects (prospects, including with respect to (i) merchantability or fitness for any particular use or purpose or (ii) the Purchased Assets, probable success or profitability of the Assumed LiabilitiesBuyer or the business thereof after the initial Closing, and (b) neither the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers Buyer nor any of their other Person will have or be subject to any liability or indemnification obligation to the Seller, its Subsidiaries or Affiliates or any other Person make or have made any representation or warranty resulting from the distribution to Buyer the Seller or any of its respective Representativesother Person, or their use of, any information provided in connection with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of transactions contemplated by this Agreement and the Ancillary Agreements Agreements, including any information, documents, projections, forecasts or the consummation of other material made available to them in certain "data rooms" or management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby and thereby, including by this Agreement or the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationAncillary Agreements.

Exclusivity of Representations. In entering into this AgreementNotwithstanding anything herein to the contrary, Buyer has relied solely upon its own review and analysisit is the explicit intent of the parties hereto, and the specific representations and warranties of Sellers expressly set forth in Section 3.1parties hereto hereby agree, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for that the representations and warranties made by Sellers the Company in Section 3.1 this Article IV (as modified by the Company Disclosure Letter) are the exclusive representations and warranties made by the Company or any other Person with respect to the Company and the Company Subsidiaries (other than Seller in accordance with Article III (Representations and Warranties of MIC and Seller) and in any Ancillary Agreement to be certificate, instrument or document delivered pursuant hereto), including the businesses and assets of each of them or the transactions contemplated by Sellers pursuant to this Agreement. The Company and Seller hereby disclaim any other express or implied, written or oral, representations or warranties with respect to the Company, any Company Subsidiary, the businesses and assets of the Company and the Company Subsidiaries, the Units and the transactions contemplated by this Agreement. Except as expressly set forth in Article III (Representations and Warranties of MIC and Seller), this Article IV (Representations and Warranties of the Company) and any certificate, instrument or document delivered pursuant hereto, and without limiting the representation and warranties set forth in Article III (Representations and Warranties of MIC and Seller) or this Article IV (Representations and Warranties of the Company) or any certificate, instrument or document delivered hereunder, the condition of the businesses and assets of the Company and the Company Subsidiaries and the Units shall be “as is”, “where is” and “with all faults” and neither the Company nor Seller makes any warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the businesses and any of the assets of the Company or any Company Subsidiary or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except as expressly set forth in Article III (Representations and Warranties of MIC and Seller), this Article IV (Representations and Warranties of the Company) and any certificate, instrument or document delivered pursuant hereto, and without limiting the representations and warranties in Article III (Representations and Warranties of MIC and Seller) or this Article IV (Representations and Warranties of the Company) or any certificate, instrument or document delivered hereunder, neither Sellers the Company, Seller nor any other Person makes is, directly or indirectly, making any express representations or implied representation warranties regarding any pro-forma financial information, financial projections or warranty with respect to Sellersother forward-looking prospects, their Subsidiaries risks or their businesses, assets, operations, liabilities, condition statements (financial or otherwise) of the Company or prospects any of the Company Subsidiaries made, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or their respective Representatives (including with respect any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to the Purchased Assets, the Assumed LiabilitiesPurchaser and its Affiliates and their respective Representatives), and the Business), Company and Sellers Seller hereby disclaim all Liability and responsibility for any such other representations or warranties. In particular, without limiting the foregoing disclaimerinformation and statements, except for Fraud. It is understood that any Due Diligence Materials made available to Purchaser or its Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of the Company, Seller or their respective Affiliates or their respective Representatives, or otherwise modify or affect the representations and warranties made by Sellers the Company in Section 3.1 or in any Ancillary Agreement to be delivered this Article IV (as modified by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such information.Company Disclosure Letter). 63

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the The representations and warranties made by Sellers Seller in Section 3.1 or this Article IV are the exclusive representations and warranties made by Seller and its Affiliates. Except for any representations and warranties set forth in any Ancillary Agreement to be delivered by Sellers pursuant to this AgreementArticle IV, neither Sellers nor the Purchased Assets are sold "AS IS, WHERE IS," and Seller expressly disclaims any other Person makes representations or warranties of any kind or nature, express or implied representation implied, as to Liabilities, operations of the facilities, the title, condition, value or warranty with respect to Sellers, their Subsidiaries quality of assets of Seller or their businesses, assets, operations, liabilities, condition the prospects (financial or and otherwise) or prospects (including with respect ), risks and other incidents of Seller as they relate to the Purchased Assets, Assets and the Assumed Liabilities, and the Business)SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF QUALITY, and Sellers hereby disclaim any such other representations MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE ASSETS OF SELLER OR ANY PART THEREOF. No material or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties information provided by or communications made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer Seller or any of its respective RepresentativesAffiliates, with or by any advisor thereof, whether by use of a "data room," or in any information memorandum, or otherwise, or by any broker or investment banker, will cause or create any warranty, express or implied, as to or in respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries Seller or the Business title, condition, value or (ii) any oral or written information furnished or made available to Buyer or any quality of its Representatives the Purchased Assets and the Assumed Liabilities. Purchaser agrees that, except in the course case of its due diligence investigation of Sellers and their Subsidiariesfraud, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers Seller nor any of their Subsidiaries or Affiliates or any other Person will have or be subject to any liability Liability to Buyer Purchaser or any other Person in respect of such informationresulting from the distribution to Purchaser, or Purchaser's use of, any information regarding Seller or its assets and Liabilities, including any subsequent use offering memorandum prepared, as supplemented or amended, and any information, document or material made available to Purchaser or its Affiliates in expectation of such informationthe transactions contemplated by this Agreement.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made contained in Articles 4 and 5 of this Agreement (as modified by Sellers in Section 3.1 the Disclosure Schedules), none of the Seller, the Company, the Company Subsidiaries or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person has made, makes or shall be deemed to make any express or implied other representation or warranty with respect to Sellersof any kind whatsoever, express or implied, written or oral, at law or in equity, on behalf of the Seller, the Company or the Company Subsidiaries, or any of their Subsidiaries or their businessesrespective Affiliates, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed LiabilitiesCompany Shares or their respective assets and liabilities, and the Business), Seller and Sellers the Company hereby disclaim any such all other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by Sellers in Section 3.1 or on behalf of the Seller, the Company, the Company Subsidiaries or any other Person. The Seller and the Company hereby disclaim all liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in any Ancillary Agreement writing, including electronically) to be delivered by Sellers pursuant to this Agreement, neither Sellers nor the Buyer or any of their Subsidiaries or the Buyer’s Affiliates or any other Person make Representatives of the Buyer or have made any of the Buyer’s Affiliates, including omissions therefrom. Without limiting the foregoing, neither the Seller nor the Company makes any representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, to the Buyer or any of its respective Representatives, with respect to, nor has Affiliates or any Representatives of the Buyer or of any of its respective Representatives relied onAffiliates regarding the success, (i) any financial projectionprofitability or value of the Company, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Company Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationrespective businesses.

Exclusivity of Representations. In entering into this AgreementNotwithstanding anything to the contrary herein, Buyer has relied solely upon its own review and analysisit is the explicit intent of the parties hereto, and the specific parties hereby agree, that the representations and warranties made by the Company and Seller in Article II and Article III, as applicable, (as qualified by the Company Disclosure Schedule hereto) and any Transaction Agreement, and any certificate, instrument or document delivered pursuant hereto by Seller or the Company are the exclusive representations and warranties made by the Company, Seller or any other Person with respect to the Company and its Subsidiaries, including the businesses and assets of Sellers each of them or the subject matter of this Agreement and such Transaction Agreements. Seller and the Company hereby disclaims any other express or implied representations or warranties made by any Person with respect to itself, the Company or any of the Company’s Subsidiaries or the businesses, properties and assets of the Company and its Subsidiaries, and the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth in Section 3.1herein, the condition of the assets of the Company and has not relied onits Subsidiaries shall be “as is”, “where is” and hereby disclaims reliance on“with all faults” and Seller and the Company makes no warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the businesses and any other representationsof the assets of the Company or any of its Subsidiaries or as to the condition or workmanship thereof or the absence of any defects therein, warranties, statements whether latent or omissions (whether by Sellers or another Person)patent. Except for the representations and warranties made by Sellers the Company and Seller in Section 3.1 or in Article II and Article III, as applicable, (as qualified by the Company Disclosure Schedule hereto) and any Ancillary Agreement to be delivered by Sellers pursuant to this Transaction Agreement, and any certificate, instrument or document delivered pursuant hereto by Seller or the Company, neither Sellers Seller nor the Company is, directly or indirectly, and nor any other Person makes on behalf of Seller or the Company is, making any express representations or implied representation warranties regarding any pro-forma financial information, financial projections or warranty with respect to Sellersother forward-looking prospects, their Subsidiaries risks or their businesses, assets, operations, liabilities, condition statements (financial or otherwise) or prospects (including with respect to of the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer Company or any of its Subsidiaries made, communicated or furnished (orally or in writing) to Parent or its Affiliates (including Acquiror) or their respective Representativesofficers, with respect todirectors, nor has Buyer managers, employees or representatives (including any of opinion, information, projection or advice in any management presentation or confidential information memorandum provided to Parent and its Affiliates (including Acquiror) or their respective Representatives relied onofficers, (i) directors, managers, employees or representatives), and Seller and the Company and hereby disclaims all Liability and responsibility for any financial projection, forecast, estimate, budget or prospective such information relating to Sellers, their Subsidiaries or the Business or (ii) and statements. It is understood that any oral or written information furnished or due diligence materials made available to Buyer Parent or any its Affiliates (including Acquiror) or their respective officers, directors, managers, employees or representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of its Representatives in the course of its due diligence investigation of Sellers and their SubsidiariesSeller, the Business, the negotiation of this Agreement and the Ancillary Agreements Company or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or respective Affiliates or any other Person will have any liability to Buyer officers, directors, managers, employees or any other Person in respect of such information, including any subsequent use of such informationrepresentatives.

Exclusivity of Representations. The Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Vessels and the Operation SPVs, which investigation, review and analysis was done by the Buyer and its representatives. In entering into this Agreement, the Buyer has relied solely upon its own the aforementioned investigation, review and analysis, analysis and not on any representations or opinions (whether written or oral) of the Seller or its Affiliates (except the specific representations and warranties of Sellers expressly set forth made in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements Article 3 or omissions (whether by Sellers Article 4 or another Personin the MOA). Except for the representations and warranties made by Sellers contained in Section 3.1 Article 3 or Article 4, the representations and warranties in any Ancillary Agreement the MOA and in the certificate delivered to be delivered by Sellers the Buyer pursuant to this AgreementSection 7.1(c), the Buyer acknowledges that (a) NEITHER THE SELLER PARENT OR THE SELLER OR ANY OTHER PERSON ON BEHALF OF THE SELLER MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, WITH RESPECT TO THE VESSELS, THE SELLER OR ITS SUBSIDIARIES, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OR (II) THE PROBABLE SUCCESS OR PROFITABILITY OF THE VESSELS AND THE OPERATION SPVS AFTER THE CLOSING and (b) neither Sellers the Seller nor any other Person makes will have or be subject to any express liability or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect indemnification obligation to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates Buyer Group or any other Person make or have made any representation or warranty resulting from the distribution to the Buyer or any of its respective Representativesother Person, or their use of, any information provided in connection with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of transactions contemplated by this Agreement and the Ancillary Agreements Agreements, including any information, documents, projections, forecasts or the consummation of other material made available to them in any “data rooms” or management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby and thereby, including by this Agreement or the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationAncillary Agreements.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and Except for the specific representations and warranties contained in Article III of Sellers expressly set forth this Agreement or made by Seller in Section 3.12.1(a) of the Transitional Services Agreement, Section 10(b) of the Subadvisory Agreement, and has not relied onSection 20(b) of the Real Estate License Agreements, and hereby disclaims reliance onnone of Seller, any of its Affiliates, their respective officers, directors, employees, agents, representatives, or any other representationsPerson, warrantieshas made, statements makes or omissions (whether shall be deemed to have made or to make any representation or warranty to Purchaser or Guarantor, express or implied, at law or in equity, on behalf of Seller or any of its Affiliates, regarding Seller, the Business, the Acquired Assets, or the transactions contemplated hereby, by Sellers the Ancillary Agreements or another Person)otherwise. Except for the representations and warranties contained in Article III of this Agreement or made by Sellers Seller in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this 2.1(a) of the Transitional Services Agreement, Section 10(b) of the Subadvisory Agreement, and Section 20(b) of the Real Estate License Agreements, Seller hereby disclaims, and neither Sellers Purchaser nor Guarantor may rely on, any other Person makes any express or implied such representation or warranty with respect to Sellerswhether by Seller, their Subsidiaries or their businessesany of its Affiliates, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries officers, directors, employees, agents, representatives or Affiliates any other Person, notwithstanding the delivery or disclosure (whether in writing or orally) to Purchaser, Guarantor or any of their respective officers, directors, employees, agents or representatives or any other Person make of any information, documents or have made material, including any representation projections, estimates, budgets or warranty to Buyer or client files by Seller, any of its respective RepresentativesAffiliates, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates respective officers, directors, employees, agents, representatives or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationPerson.

Exclusivity of Representations. In entering into this AgreementNone of WCAS, Buyer WCAS SRS, SRS, the Company or any of the Company’s Subsidiaries (or any other Person) makes, or has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance onmade, any other representationsrepresentation or warranty, warrantiesexpress or implied, statements relating to facts, occurrences, the existence of and non-existence of or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes matter relating thereto for any express or implied representation or warranty period prior to the Acquisition Time, with respect to Sellers, their Subsidiaries SRS or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect its Subsidiaries. Subject to the Purchased Assets, the Assumed Liabilities, foregoing and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers expressly set forth in Section 3.1 this ARTICLE II, (a) none of WCAS, WCAS SRS, SRS, the Company or in any Ancillary Agreement of the Company’s Subsidiaries (or any other Person) makes, or has made, any representation or warranty, express or implied, relating to be delivered by Sellers pursuant to this AgreementNewco, neither Sellers nor the Company, the Company’s Subsidiaries or any of their Subsidiaries businesses or Affiliates operations or otherwise in connection with this Agreement or the transactions contemplated hereby, (b) no Person has been authorized by WCAS, WCAS SRS, SRS, the Company or any other Person of the Company’s Subsidiaries to make or have made any representation or warranty, express or implied, relating ‑9‑ to Newco, the Company, any of the Company’s Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby, and if made, such representation or warranty to Buyer must not be relied upon by Solera or any of its respective RepresentativesAffiliates or the Representatives of any of the foregoing as having been authorized by any of WCAS, with respect toWCAS SRS, nor has Buyer SRS, Newco, the Company or any of the Company’s Subsidiaries (or any other Person), and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Solera or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries Affiliates or the Business Representatives of any of the foregoing, including any materials or (ii) any oral or written information furnished or made available in the electronic data room made available to Buyer Solera in connection with the Prior Merger or in connection with presentations by the Company’s management, are not and shall not be deemed to be, or to include, representations or warranties unless and to the extent any such materials or information is the subject of its Representatives any express representation or warranty set forth in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationARTICLE II.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made contained in Articles 4 and 5 of this Agreement (as modified by Sellers in Section 3.1 the Disclosure Schedules), none of the Seller, the Company, any Company Subsidiary or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person has made, makes or shall be deemed to make any express or implied other representation or warranty with respect to Sellersof any kind whatsoever, express or implied, written or oral, at law or in equity, on behalf of the Seller, the Company or any Company Subsidiary, or any of their Subsidiaries or their businessesrespective Affiliates, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Company Shares or their respective assets and Liabilities, and the Business), Seller and Sellers the Company hereby disclaim any such all other representations and warranties of any kind whatsoever, express or warrantiesimplied, written or oral, at law or in equity, whether made by or on behalf of the Seller, the Company, any Company Subsidiary or any other Person. In particular, without limiting the foregoing disclaimer, except Except for with respect to the representations and warranties made contained in Article 4 and Article 5 of this Agreement (as modified by Sellers in Section 3.1 the Disclosure Schedules), the Seller and the Company hereby disclaim all liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in any Ancillary Agreement writing, including electronically) to be delivered by Sellers pursuant to this Agreement, neither Sellers nor the Buyer or any of their Subsidiaries or the Buyer’s Affiliates or any other Person make Representatives of the Buyer or have made any of the Buyer’s Affiliates, including omissions therefrom. Without limiting the foregoing, neither the Seller nor the Company makes any representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, to the Buyer or any of its respective Representatives, with respect to, nor has Affiliates or any Representatives of the Buyer or any of its respective Representatives relied onAffiliates regarding the success, (i) any financial projectionprofitability or value of the Company, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Company Subsidiaries, the Businessor their respective business; provided, the negotiation however, nothing in this Section 5.28 shall limit Buyer’s remedies with respect to claims of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationintentional fraud.

Exclusivity of Representations. In entering into this Agreement3.3.1 Buyer, Buyer has relied solely upon together with and on behalf of its own review Affiliates and analysisRepresentatives, acknowledges and agrees that, except for the specific express representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers Seller contained in Section 3.1 or in any Ancillary Agreement Agreement, (a) Buyer is acquiring the Purchased Assets on an “as is, where is” basis and (b) neither Seller nor any of its Affiliates has made any representation or warranty either express or implied whatsoever herein or otherwise related to be delivered by Sellers pursuant to ​ ​ ​ this Agreement, neither Sellers nor any other Person makes Ancillary Agreement, any express or implied representation or warranty with respect to SellersProduct, their Subsidiaries or their businessesthe Product Business, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed LiabilitiesLiabilities or the transactions contemplated hereby or by any Ancillary Agreement, individually or collectively, either in fact or by operation of Law, by statute or otherwise, otherwise, including any warranty as to quality, non-infringement, fitness for a particular purpose, merchantability, condition of the Purchased Assets, the operation of the Product Business by Buyer or its Affiliates after the Closing, the probable success or profitability of the Product Business after the Closing or as to any other matter. Buyer, together with and the Business)on behalf of its Affiliates and Representatives, and Sellers hereby disclaim specifically disclaims that it is or they are relying upon or have relied upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties that may have been made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this AgreementPerson, neither Sellers nor and Buyer, together with and on behalf of its Affiliates and Representatives, acknowledges and agrees that Seller and its Affiliates have specifically disclaimed and do hereby specifically disclaim any of their Subsidiaries or Affiliates or any such other Person make or have made any representation or warranty made by any Person. 3.3.2 Buyer acknowledges and agrees that, except to the extent provided in any Representation and Warranty Insurance Policy obtained by it with respect to the transactions contemplated hereby (“R&W Policy”) or a claim for Fraud, neither it nor any other Buyer Indemnitee shall have any claim or right to recourse, except as pursuant to Article 7 hereof with respect to any information, documents, or materials furnished to or for Buyer or any of its respective Representatives, with respect to, nor has Buyer Affiliates or Representatives by Seller or any of its Affiliates or any of their respective Representatives relied onRepresentatives, (i) including any financial projectioninformation, forecastdocuments, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or material made available to Buyer or any of its Affiliates or Representatives in the course of its due diligence investigation of Sellers and their Subsidiariesany “data room”, management presentation, “teaser”, information memorandum, or any other form in connection with this Agreement, any Ancillary Agreement, the Product, the Product Business, the negotiation of this Agreement and Purchased Assets, the Ancillary Agreements Assumed Liabilities or the consummation of the transactions contemplated hereby by this Agreement or any Ancillary Agreement. 3.3.3 Buyer has received and therebymay continue to receive from Seller and its Affiliates certain estimates, projections, plans, budgets and other forecasts for the Product Business or Products. Buyer acknowledges that these estimates, projections, forecasts, plans and budgets, and the assumptions on which they are based, were prepared for specific purposes and may vary significantly from each other. Further, Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the accuracyreasonableness of the underlying assumptions) and that Buyer is not relying on any estimates, completeness projections, forecasts, plans or currency thereofbudgets made available or otherwise furnished by Seller or its Affiliates, and neither Sellers nor Buyer shall not, and shall cause each other Buyer Indemnitee not to, hold any of their Subsidiaries such Person liable with respect thereto (whether in warranty, contract, tort (including negligence or Affiliates strict liability) or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationotherwise).

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). a) Except for the representations and warranties made by Sellers Seller in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers Seller pursuant to this Agreement, neither Sellers Seller nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries Seller or their its businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilitiesprospects, and the Business), and Sellers Seller hereby disclaim disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers Seller in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers Seller pursuant to this Agreement, neither Sellers Seller nor any of their Subsidiaries or Affiliates or any other Person make makes or have has made any representation or warranty to Buyer or any of its respective Representativesrepresentatives, with respect to, nor has Buyer or any of its respective Representatives representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Product Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives representatives in the course of its due diligence investigation of Sellers and their SubsidiariesSeller, the Product Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and therebyby this Agreement, including the accuracy, completeness or currency thereof, and neither Sellers Seller nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such information, except in the case of Fraud. Nothing in this Section 3.3 shall limit the liability of Seller or any Affiliate thereof for Fraud. (b) Notwithstanding anything contained in this Agreement to the contrary, Seller acknowledges and agrees that neither Buyer nor any other Person has made or is making any representations or warranties whatsoever, express or implied with respect to Buyer or Buyer’s businesses, assets, operations, liabilities, conditions (financial or otherwise) or prospects, beyond those expressly made by Buyer in Section 3.2 including any implied representation or warranty as to the accuracy or completeness of any information regarding Buyer furnished or made available to Seller, or any of its representatives.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made of the parties expressly set forth in Article II and Article III (as qualified by the Seller Disclosure Schedules and the Purchaser Disclosure Schedules respectively) and the certificates delivered pursuant to this Agreement: (a) neither Sellers nor Purchasers, nor any other Person, makes, or has made, any representation or warranty, express of implied, relating to Purchasers, Sellers, the Business, or the Transferred Companies and their Subsidiaries, or any of their businesses or operations or otherwise in Section 3.1 connection with this Agreement or the Transactions; and (b) no Person has been authorized by Purchasers or Sellers to make any representation or warranty, express or implied, relating to Purchasers, Sellers, the Business, or the Transferred Companies and their Subsidiaries, or their business or operations or otherwise in connection with this Agreement or the Transactions, and if made, such representation or warranty must not be relied upon by Purchasers, Sellers, or any of their Affiliates or Representatives or any other Person as having been authorized by Purchasers, Sellers or any other Person. Sellers and their Affiliates, on the one hand, and Purchasers and their Affiliates, on the other hand, acknowledge that they have relied solely and exclusively on the representations and warranties of each other such parties hereto expressly set forth in Article II and Article III, respectively, and as qualified by the Seller Disclosure Schedules and the Purchaser Disclosure Schedules, respectively, and their respective certificates delivered pursuant to this Agreement. Any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Purchasers, Sellers, or any of their Affiliates or Representatives or any other Person, including any materials or information Made Available in an electronic data room hosted by or on behalf of Purchasers or Sellers and the Transferred Companies and their Subsidiaries in connection with the Transactions or in any Ancillary Agreement connection with presentations by Purchasers’, Sellers’ or the Transferred Companies’ management, are not and shall not be deemed to be or include representations or warranties except as otherwise expressly set forth in Article II or Article III (as qualified by or set forth in the Seller Disclosure Schedules and the Purchaser Disclosure Schedules respectively) and the certificates delivered by Sellers pursuant to this Agreement, and neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Purchasers, Sellers, nor their Subsidiaries Affiliates or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or Affiliates Representatives or any other Person make or shall have made any representation or warranty to Buyer or claim against any of its respective Representatives, Person with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationthereto.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made contained in this ARTICLE 7 (as modified by Sellers the Novartis Disclosure Schedule) and in Section 3.1 or in any the Ancillary Agreement to be delivered by Sellers pursuant to this AgreementAgreements, neither Sellers Novartis nor any other Person makes any other express or implied representation or warranty with respect to Sellersthe Drug Substances, their Subsidiaries or their businessesthe Products, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Transferred Assets, the Assumed Liabilities, and the Business)Licensed IP, the Transferred Website, or the transactions contemplated by this Agreement, and Sellers hereby disclaim Novartis disclaims any such other representations or warranties, whether made by Novartis, its Affiliates, or any of their respective Representatives. In particular, without limiting the foregoing disclaimer, except Except for the representations and warranties made contained in this ARTICLE 7 (as modified by Sellers the Novartis Disclosure Schedule) and in Section 3.1 the Ancillary Agreements, Novartis hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing, in any “data room” relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Purchaser, or in any Ancillary Agreement to be delivered other form in consideration or investigation of the transactions contemplated by Sellers pursuant to this Agreement) to Purchaser, neither Sellers nor its Affiliates, or any of their Subsidiaries respective Representatives (including any opinion, information, forecast, projection, or Affiliates advice that may have been or may be provided to Purchaser, its Affiliates, or any other Person make or have made of their respective Representatives by any representation or warranty to Buyer Representative of Novartis or any of its respective RepresentativesAffiliates). Novartis makes no representations or warranties to Purchaser, with respect toits Affiliates, nor has Buyer or any of its their respective Representatives relied onregarding (a) merchantability or fitness for any particular purpose, or (ib) the probable success or profitability of the Drug Substances, the Products, the Transferred Assets, the Assumed Liabilities, or the Licensed IP. Novartis makes no representations or warranties to Purchaser, its Affiliates, or any financial of their respective Representatives regarding the Transferred Website or any representation, warranty, projection, forecast, estimatestatement, budget or prospective information relating to Sellersmade, their Subsidiaries communicated, or furnished therein. Without limiting the Business generality of the foregoing, Purchaser acknowledges and agrees that, except as expressly provided in this Agreement or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their SubsidiariesAncillary Agreements, Purchaser is acquiring the BusinessTransferred Assets on an “as is, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationwhere is” basis.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made expressly set forth in this Article III (as qualified by Sellers in Section 3.1 the Company Disclosure Schedule), none of the Company, any of its Affiliates or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to Sellers(and there is and has been no reliance by Parent Holdco, Parent, Merger Sub or any of their Subsidiaries respective Affiliates or their businesses, assets, operations, liabilities, condition (financial Representatives on any such representation or otherwisewarranty) or prospects (including with respect to the Purchased AssetsCompany, its Subsidiaries or its and their respective businesses or with respect to any other information provided, or made available, to Parent Holdco, Parent, Merger Sub or their respective Affiliates or Representatives in connection with the Assumed Liabilitiestransactions contemplated hereby, and including the Business), and Sellers hereby disclaim any such other representations accuracy or warrantiescompleteness thereof. In particular, without Without limiting the foregoing disclaimerforegoing, except for any remedies available under this Agreement with respect to the representations and warranties made expressly set forth in this Article III (as qualified by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreementthe Company Disclosure Schedule), neither Sellers the Company nor any of their Subsidiaries or Affiliates or any other Person make or have made any representation or warranty to Buyer or any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have or be subject to any liability or other obligation to Buyer Parent Holdco, Parent, Merger Sub or their Affiliates or Representatives or any other Person in respect resulting from Parent Holdco, Parent, Merger Sub’s or their Affiliates’ or Representatives’ use of such any information, documents, projections, forecasts or other material made available to Parent Holdco, Parent, Merger Sub or their Affiliates or Representatives, including any subsequent use information made available in the electronic data room maintained by or on behalf of such informationthe Company or its Representatives for purposes of the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent Holdco, Parent, Merger Sub or their respective Representatives or in any other form in connection with the transactions contemplated by this Agreement.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the The representations and warranties made by the Sellers in Section 3.1 this Article 4 or in any Ancillary Agreement to be certificate delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to Agreement are the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the exclusive representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreementthe Sellers. None of the Sellers, neither Sellers nor any of their Subsidiaries or Affiliates the Business Companies, the Business JVs or any other Person make or have has made any representation or warranty warranty, express or implied, written or oral, as to Buyer the accuracy or completeness of any of its respective Representatives, with respect to, nor has Buyer or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to that the Sellers, their Subsidiaries or the Business or (ii) any oral or written information Companies and/or the Business JVs furnished or made available to Buyer or its Representatives, except as expressly set forth in this Article 4 or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of certificate delivered pursuant to this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereofAgreement, and neither the Sellers nor any of their Subsidiaries or Affiliates other Person (including the Business Companies, the Business JVs or any other Person will Representative of the Business Companies or the Business JVs) shall have or be subject to any liability to Buyer or any other Person Person, resulting from the use by Buyer of any information, documents or material made available to Buyer in respect any “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby. None of the Sellers, the Business Companies, the Business JVs or any other Person, directly or indirectly, has made, and Buyer has not relied on, any representation or warranty regarding the pro forma financial information, budgets, estimates, projections, business plans, forecasts or other forward-looking statements of the Business, any Business Company or the Business JVs (including the reasonableness of the assumptions underlying such information, including budgets, estimates, projections, business plans, forecasts or forward-looking statements), and Buyer will not make or have any subsequent use of such informationclaim with respect thereto.

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties contained in Articles 4 and 5 of this Agreement (as modified by the Schedules), the other Transaction Documents and the statements made by Sellers in Section 3.1 the Closing Certificates, none of the Seller, the Company, any Company Subsidiary or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person has made, makes or shall be deemed to make any express or implied other representation or warranty with respect to Sellersof any kind whatsoever, express or implied, written or oral, at law or in equity, on behalf of the Seller, the Company or any Company Subsidiary, or any of their Subsidiaries or their businessesrespective Affiliates, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed LiabilitiesCompany Shares or their respective assets and liabilities, and the Business), Seller and Sellers the Company hereby disclaim any such all other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by Sellers in Section 3.1 or on behalf of the Seller, the Company, any Company Subsidiary or any other Person. The Seller and the Company hereby disclaim all liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in any Ancillary Agreement writing, including electronically) to be delivered by Sellers pursuant to this Agreement, neither Sellers nor the Buyer or any of their Subsidiaries or the Buyer’s Affiliates or any other Person make Representatives of the Buyer or have made any of the Buyer’s Affiliates, including omissions therefrom. Without limiting the foregoing, neither the Seller nor the Company makes any representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, to the Buyer or any of its respective Representatives, with respect to, nor has Affiliates or any Representatives of the Buyer or of any of its respective Representatives relied onAffiliates regarding the success, (i) any financial projectionprofitability or value of the Company, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Company Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such informationrespective businesses.

Exclusivity of Representations. In entering into this AgreementNone of WCAS, Buyer WCAS SRS, SRS, the Company or any of the Company’s Subsidiaries (or any other Person) makes, or has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance onmade, any other representationsrepresentation or warranty, warrantiesexpress or implied, statements relating to facts, occurrences, the existence of and non-existence of or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes matter relating thereto for any express or implied representation or warranty period prior to the Acquisition Time, with respect to Sellers, their Subsidiaries SRS or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect its Subsidiaries. Subject to the Purchased Assets, the Assumed Liabilities, foregoing and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers expressly set forth in Section 3.1 this ARTICLE II, (a) none of WCAS, WCAS SRS, SRS, the Company or in any Ancillary Agreement of the Company’s Subsidiaries (or any other Person) makes, or has made, any representation or warranty, express or implied, relating to be delivered by Sellers pursuant to this AgreementNewco, neither Sellers nor the Company, the Company’s Subsidiaries or any of their Subsidiaries businesses or Affiliates operations or otherwise in connection with this Agreement or the transactions contemplated hereby, (b) no Person has been authorized by WCAS, WCAS SRS, SRS, the Company or any other Person of the Company’s Subsidiaries to make or have made any representation or warranty, express or implied, relating ‑9‑ to Newco, the Company, any of the Company’s Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby, and if made, such representation or warranty to Buyer must not be relied upon by Solera or any of its respective RepresentativesAffiliates or the Representatives of any of the foregoing as having been authorized by any of WCAS, with respect toWCAS SRS, nor has Buyer SRS, Newco, the Company or any of the Company’s Subsidiaries (or any other Person), and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Solera or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries Affiliates or the Business Representatives of any of the foregoing, including any materials or (ii) any oral or written information furnished or made available in the electronic data room made available to Buyer Solera in connection with the Prior Merger or in connection with presentations by the Company’s management, are not and shall not be deemed to be, or to include, representations or warranties unless and to the extent any such materials or information is the subject of its Representatives any express representation or warranty set forth in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such information, including any subsequent use of such information.ARTICLE II. ARTICLE III

Exclusivity of Representations. In entering into this Agreement, Buyer has relied solely upon its own review and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers expressly set forth in Section 3.1 or this Article 4 and the Seller Disclosure Schedule and in any Ancillary Agreement certificate delivered to be delivered Buyer by Sellers Seller pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the BusinessSection 3.4(b)(iv), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, (a) neither Sellers Seller nor any of their its Subsidiaries or Affiliates (or any other Person make Person) makes, or have made has made, any representation or warranty relating to Seller, its Subsidiaries or any of their businesses or operations (including the Business, the Acquired Assets or the Assumed Liabilities) or otherwise in connection with this Agreement or the transactions contemplated hereby, (b) no Person has been authorized by Seller or any of its Subsidiaries to make any representation or warranty relating to Seller, its Subsidiaries or any of their businesses or operations (including the Business, the Acquired Assets or the Assumed Liabilities) or otherwise in connection with this Agreement or the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Buyer or any of its Affiliates or Representatives as having been authorized by Seller or any of its Subsidiaries (or any other Person), and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Buyer or any of its respective Affiliates or Representatives, with respect to, nor has Buyer including any materials or any of its respective Representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Sellers, their Subsidiaries or the Business or (ii) any oral or written information furnished or made available in the electronic data room hosted by or on behalf of Seller in connection with the transactions contemplated hereby or in connection with presentations by Seller’s management, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in this Article 4 and the Seller Disclosure Schedule. The representations and warranties made by Seller in this Agreement and the Seller Disclosure Schedule are in lieu of and are exclusive of all other representations and warranties, including any implied warranties. Seller hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or Representatives of any documentation or other Person will have information (including any liability to Buyer or any other Person in respect of such pro forma financial information, including any subsequent use of such informationsupplemental data or financial projections or other forward-looking statements).

Exclusivity of Representations. In entering into this Agreement(a) Buyer, Buyer has relied solely upon on behalf of itself and its own review Subsidiaries, acknowledges and analysis, and the specific representations and warranties of Sellers expressly set forth in Section 3.1, and has not relied on, and hereby disclaims reliance on, any other representations, warranties, statements or omissions (whether by Sellers or another Person). Except for the representations and warranties made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any other Person makes any express or implied representation or warranty with respect to Sellers, their Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and Sellers hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimeragrees that, except for the representations and warranties made by Sellers expressly set forth in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, ARTICLE IV: (i) neither Sellers Seller nor any of their its Subsidiaries or Affiliates (or any other Person make Person) makes, or have made has made, any representation or warranty relating to Seller, its Subsidiaries or any of their businesses or operations (including the Business, the Acquired Assets or the Assumed Liabilities) or otherwise in connection with this Agreement or the Transactions; (ii) no Person has been authorized by Seller, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to Seller, its Subsidiaries or any of their businesses or operations (including the Business, the Acquired Assets or the Assumed Liabilities) or otherwise in connection with this Agreement or the Transactions, and if made, such representation or warranty must not be relied upon by Buyer or any of its Affiliates or Representatives as having been authorized by Seller, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and (iii) the representations and warranties made by Seller in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and Seller hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Buyer or any of its respective RepresentativesAffiliates or Representatives of any documentation or other information (including any financial information, with respect tosupplemental data or financial projections or other forward-looking statements). (b) Buyer, nor has Buyer on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV, it is not acting (including, as applicable, by entering into this Agreement or any of its respective Representatives relied consummating the Transactions) in reliance on, : (i) any financial projectionrepresentation or warranty, forecast, estimate, budget express or prospective information relating to Sellers, their Subsidiaries or the Business or implied; (ii) any oral estimate, projection, prediction, data, financial information, memorandum, presentation or written other materials or information furnished provided or made available addressed to Buyer or any of its Representatives in the course of its due diligence investigation of Sellers and their Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Sellers nor any of their Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such informationRepresentatives, including any subsequent use materials or information made available in the electronic data room hosted by or on behalf of such Seller in connection with the Transactions, in connection with presentations by Seller’s management or in any other forum or setting; (iii) the accuracy or completeness of any other representation, warranty, estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information.