Common use of Exclusivity of Representations Clause in Contracts

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11), none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any 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. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by 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 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 other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person).

Exclusivity of Representations. Except Buyer acknowledges and agrees that, except for the express representations and warranties contained in this Agreement and the other Transaction Documents Section 3.1, (as limited by Section 10.11), none of the Companies or any other Person makes or a) Seller has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby and (b) Buyer has not relied on any other representation or warranty, expressed express or implied, at law in connection with the transactions contemplated hereby. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as expressly provided in this Agreement, Buyer is acquiring the Purchased Assets and assuming the Assumed Liabilities (including, for clarity, the Purchased Product Promotional Materials) and the Transferred Inventory on an “as is, where is” basis without any express or implied warranties, either in equityfact or by operation of law, by statute or otherwise, including any warranty as to quality, the fitness for a particular purpose, merchantability, condition of the Purchased Assets or the Transferred Inventory or as to any other matter. Buyer acknowledges that it has been permitted full access to the books and records of the Product Business that it has desired or requested to see and review, and that it has had a full opportunity to meet with employees of Seller and its Affiliates to discuss the Product Business, the Product, the Purchased Assets and the Assumed Liabilities. Except as expressly set forth in any representation or warranty in Section 3.1, Buyer acknowledges and agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to Article 5 (or otherwise) with respect to the Companiesany information, the Transactiondocuments, the Shares or materials furnished to or for Buyer by Seller or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies its Affiliates or any of their respective Affiliates officers, directors, employees, agents or Representatives (collectivelyadvisors, “HoldCo Related Persons”)including any information, 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. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by 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, communicateddocuments, or furnished (whether orally or in writing, material made available to Buyer in any “data room relating to the Transactionroom,” management presentation, 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 other form in consideration connection with the transactions contemplated by this Agreement or investigation any Ancillary Agreement. Buyer has received and may continue to receive from Seller and its Affiliates certain estimates, projections, plans, budgets and other forecasts for the Product Business. 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 Transactionadequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) to and that Buyer is not relying on any estimates, projections, forecasts, plans or budgets made available or otherwise furnished by Seller or its Affiliates, and Buyer shall not, and shall cause its Affiliates not to, hold any such Person liable with respect thereto (whether in warranty, contract, tort (including negligence or strict liability) or otherwise). Notwithstanding the foregoing, nothing set forth herein shall limit or otherwise impair the rights of the Buyer Parties under this Agreement or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)applicable Law arising out of fraud.

Exclusivity of Representations. Notwithstanding anything herein to the contrary, it is the explicit intent of the Parties, and the 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 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 any 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 “with all faults” and none of the Company Parties makes any warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the businesses or any of the assets of the Company Parties or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the representations and warranties contained in this Agreement and Article II or in any certificate delivered at the other Transaction Documents (as limited by Section 10.11)Plan Effective Date pursuant to this Agreement, none of the Companies Company Parties is, directly or any indirectly, and no other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any on behalf of the Companies’ respective businessesCompany Parties is, assetsmaking any representations or warranties, liabilitiesincluding, operationsregarding any pro-forma financial information, financial projections or other forward-looking prospects, risks or condition statements (financial or otherwise)) of the Company Parties made, and HoldCo disclaims communicated or furnished (orally or in writing) to any other representations or warranties, whether made by of the Companies Commitment Parties 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. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by 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 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 other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review projection or advice that may have been in any management presentation or may be the confidential information memorandum provided to the Buyer Parties or any Commitment Party and any of its Affiliates and their respective Affiliates or Representatives by Representatives), and each of the Companies or Company Parties hereby disclaims all Liability and responsibility for any HoldCo Related Person)such information and statements.

Exclusivity of Representations. Except for the representations and warranties contained as expressly set forth in this Agreement and the other Transaction Documents (as limited by Section 10.11)3, none neither Romeo nor any Person on behalf of the Companies or Romeo has made, nor are any other Person makes or has made of them making, any other representation or warranty, expressed written or oral, express or implied, at law or in equity, including with respect to the Companiesmerchantability or fitness for any particular purpose, the Transactionin respect of Romeo, the Shares or 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 Companies’ respective businessestransactions contemplated hereby (including the execution, assetsdelivery and performance of the Secured Debt Agreements (including the incurrence of the Secured Loan)), liabilities, operations, prospects, including any representations or condition warranties about the accuracy or completeness of any information or documents previously provided (including with respect to any financial or otherwiseother projections therein), and HoldCo disclaims any other such representations and warranties are hereby expressly disclaimed. Neither Romeo nor any other Person will have or warrantiesbe subject to any claim, whether liabilities 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 material made available to Nikola or Purchaser in the electronic data room maintained by Romeo for purposes of the Companies transactions contemplated thereby or management presentations in expectation of the same, unless and to the extent any such information is expressly included in a representation or warranty contained in this Section 2. Except for the representations and warranties contained in Section 3, Romeo acknowledges that neither 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 express or implied representation or warranty by or on behalf of Nikola, Purchaser or any of their respective Affiliates Subsidiaries or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has with respect to any authority, express other information provided or implied, made available 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. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by 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 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 Romeo by or on behalf of Nikola or Purchaser in connection with the Buyer Parties Offer or the Merger, including any information, documents, projections, forecasts or other material made available to Romeo or its respective Representatives in any other form certain “data rooms” or management presentations in consideration or investigation expectation of the Transaction) to Offer or the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)Merger.

Exclusivity of Representations. Except 3.3.1 Buyer acknowledges and agrees that, except for the express representations and warranties contained in this Agreement and the other Transaction Documents Section 3.1 or in any Ancillary Agreement, (as limited by Section 10.11), none of the Companies or any other Person makes or a) Seller has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and (b) Buyer has not relied on any other representation or warranty, expressed express or implied, at law in connection with the transactions contemplated hereby or by the Ancillary Agreements. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as expressly provided in this Agreement or in equityany Ancillary Agreement, Buyer is acquiring the Purchased Assets on an “as is, where is” basis without any express or implied warranties, either in fact or by operation of law, by statute or otherwise, including any warranty as to quality, the fitness for a particular purpose, merchantability, condition of the Purchased Assets or as to any other matter. Buyer acknowledges that it has been permitted access to the books and records of the Product Business that it has desired or requested to see and review, and that it has had an opportunity to meet with employees of Seller and its Affiliates to discuss the Product Business, the Product, the Authorized Generic Product, the Purchased Assets and the Assumed Liabilities. Except as expressly set forth in any representation or warranty in Section 3.1, Buyer acknowledges and agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to the Companiesany information, the Transactiondocuments, the Shares or materials furnished to or for Buyer by Seller or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies its Affiliates or any of their respective officers, directors, employees, agents or advisors, including any information, documents, or material made available to Buyer in any “data room”, management presentation, or any other form in connection with the transactions contemplated by this Agreement. Buyer has received and may continue to receive from Seller and its Affiliates certain estimates, projections, plans, budgets and other forecasts for the Product Business or Representatives (collectivelythe Authorized Generic Product. Buyer acknowledges that these estimates, “HoldCo Related Persons”)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 reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, Buyer is not relying on any estimates, projections, forecasts, plans or budgets made available or otherwise furnished by Seller or its Affiliates, and Buyer shall not, and shall cause its Affiliates not to, hold any such Person liable with respect thereto (whether in warranty, contract, tort (including negligence or strict liability) or otherwise). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no HoldCo Related Person representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any authorityrepresentation or warranty, express or implied, to make any representations, warranties in connection with the transactions contemplated hereby or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by 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 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 other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)Ancillary Agreements.

Exclusivity of Representations. Except for the representations and warranties contained in Article III or this Agreement and the other Transaction Documents Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 10.119.1), none of the Companies 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 the CompaniesSeller, the TransactionCompany, the Shares Company’s Subsidiaries, the Transactions, the Interests or any of Seller’s, the CompaniesCompany’s or the Company’s Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims Seller and the Company each disclaim any other representations or warranties, whether made by Seller, the Companies Company, the Company’s Subsidiaries or any of their respective Affiliates Affiliates, direct or indirect equityholders, officers, directors, employees, agents 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. Except for (a) the representations and warranties expressly set forth contained in Article III or this Article 2 and the other Transaction Documents IV (as modified by the Company Disclosure Schedules and as further limited by Section 10.119.1), Seller and (b) claims arising from actual fraud, HoldCo the Company (directly and on behalf of all HoldCo Related Persons) each hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (includingprojection, without limitationforecast, forecastsstatement, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the TransactionTransactions, in management presentations, in memoranda, in marketing materials, in functional “breakoutbreak-out” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the TransactionTransactions) to the Buyer Parties or their respective its Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective its Affiliates or Representatives by Seller, the Companies Company or any HoldCo Related Person). 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 9.1), none of Seller, the Company or any Related Person has made or 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 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, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer or its Affiliates or made available to Buyer and its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever.

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 made by Sellers in Section 3.1 or in any Ancillary Agreement to be delivered by Sellers pursuant to this Agreement and the other Transaction Documents (as limited by Section 10.11)Agreement, none of the Companies or neither Sellers nor any other Person makes any express or has made any other implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to the CompaniesSellers, the Transaction, the Shares their Subsidiaries or any of the Companies’ respective their businesses, assets, operations, liabilities, operations, prospects, or condition (financial or otherwise) or prospects (including with respect to the Purchased Assets, the Assumed Liabilities, and the Business), and HoldCo disclaims Sellers hereby disclaim any such other representations or warranties. In particular, whether made by without limiting the Companies or any of their respective Affiliates or Representatives (collectivelyforegoing disclaimer, “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. Except except for (a) the representations and warranties expressly set forth made by Sellers in this Article 2 and the other Transaction Documents (as limited by 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 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 3.1 or in any other form in consideration Ancillary Agreement to be delivered by Sellers pursuant to this Agreement, neither Sellers nor any of their Subsidiaries or investigation of the Transaction) to the Buyer Parties or their 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 any of its respective Representatives relied on, (including i) any opinion, informationfinancial projection, forecast, projectionestimate, budgetbudget or prospective information relating to Sellers, financial review their Subsidiaries or advice that may have been the Business or may be provided (ii) any oral or written information furnished or made available to Buyer or any of its Representatives in the Buyer Parties 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 respective Subsidiaries or Affiliates or Representatives by the Companies any other Person will have any liability to Buyer or any HoldCo Related Person)other Person in respect of such information, including any subsequent use of such information.

Exclusivity of Representations. Except The representations and warranties made by Renova in 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 fitness for any particular purpose or any other implied warranty. EMYC acknowledges and agrees that except for the representations and warranties contained in this Agreement Articles 6 and 7, neither Renova, the Project Companies nor any of their respective Affiliates, agents, representatives, nor any other Transaction Documents Person (as limited by Section 10.11collectively, the “Renova Parties”), none of the Companies makes or shall be deemed to make, nor has EMYC or its Affiliates, agents, representatives, or any other Person makes or has made (collectively, the “EMYC Parties”), relied upon, any other representation or warranty, expressed 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 Transactionassets or Liabilities of Renova or the Project Companies, the Shares or otherwise, including with respect to any other information provided to any EMYC Party, whether on behalf of Renova or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo other Renova Party. Renova hereby disclaims any other representations representation 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. Except warranty except for (a) the representations and warranties expressly set forth contained in this Article 2 Articles 6 and 7 whether made by or attributed to any Renova Party, notwithstanding the delivery or disclosure to any EMYC Party any documentation or other Transaction Documents (as limited information by Section 10.11)or purportedly by any Renova Party. In furtherance of the foregoing, EMYC acknowledges and (b) claims arising from actual fraudagrees that except for an Action based on the representations and warranties contained in Articles 6 and 7, HoldCo (directly and no Action may be brought by or on behalf of all HoldCo Related Persons) hereby disclaims all EMYC against Renova or any other Person, and neither Renova nor any other Person will have or be subject to any liability or obligation to any EMYC Party or any other Person, based on any representations and responsibility for warranties or resulting from the distribution to 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, communicatedEMYC Party, or furnished (any EMYC Party’s use of, any information, projections, documents or material made available to any EMYC Party at any time in certain “data rooms,” management presentations, “break-out” discussions, responses to questions submitted by or on behalf of EMYC, whether orally or in 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 other form in consideration expectation or investigation furtherance of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives transactions contemplated by the Companies or any HoldCo Related Person)this Agreement.

Exclusivity of Representations. Except as expressly set forth in this ARTICLE III, neither the Company nor any Person on behalf of the Company 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 the Company, any of its Subsidiaries, its business or with respect to any other information provided to Buyer or its Affiliates in connection with the transactions contemplated hereby, 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 any other such representations and warranties are hereby expressly disclaimed. Neither the Company nor any other Person will have or be subject to any claim, liabilities or any other obligation to Buyer or any other Person resulting from the distribution or failure to distribute to Buyer, or Buyer’s use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Buyer in the electronic data room maintained by the Company for purposes of the transactions contemplated thereby or management presentations in expectation of the same, unless and to the extent any such information is expressly included in a representation or warranty contained in this ARTICLE III. Except for the representations and warranties contained in this Agreement ARTICLE IV, the Company acknowledges that neither Buyer nor any of its Subsidiaries or Representatives makes, and the other Transaction Documents (as limited by Section 10.11)Company acknowledges that it has not relied upon or otherwise been induced by, none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any 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. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by 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 representation 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 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 warranty by or on behalf of the Buyer Parties or in any of its Subsidiaries or with respect to any other form information provided or made available to the Company by or on behalf of Buyer in consideration connection with the Contemplated Transactions, including any information, documents, projections, forecasts or investigation other material made available to the Company or its respective Representatives in certain “data rooms” or management presentations in expectation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)Contemplated Transactions.

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11)None of WCAS, none of the Companies or any other Person makes or has made any other representation or warrantyWCAS SRS, expressed or implied, at law or in equity, with respect to the CompaniesSRS, the Transaction, the Shares Company or any of the Companies’ respective businesses, assets, liabilities, operations, prospectsCompany’s Subsidiaries (or any other Person) makes, or condition (financial has made, any representation or otherwise), and HoldCo disclaims any 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 authoritywarranty, express or implied, relating to make facts, occurrences, the existence of and non-existence of or any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject matter relating thereto for any period prior to the limited remedies herein Acquisition Time, with respect to SRS or therein providedits Subsidiaries. Except Subject to the foregoing and except for (a) the representations and warranties expressly set forth in this Article 2 ARTICLE II, (a) none of WCAS, WCAS SRS, SRS, the Company or any of the Company’s Subsidiaries (or any other Person) makes, or has made, any representation or warranty, express or implied, relating to Newco, the Company, the Company’s Subsidiaries or any of their businesses or 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 of the Company’s Subsidiaries to make 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 must not be relied upon by Solera or any of its Affiliates or the Representatives of any of the foregoing as having been authorized by any of WCAS, WCAS SRS, SRS, Newco, the Company or any of the Company’s Subsidiaries (or any other Transaction Documents (as limited by Section 10.11Person), and (bc) 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 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 other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecastestimate, projection, budgetprediction, data, financial review information, memorandum, presentation or advice that may have been any other materials or may information provided or addressed to Solera or any of its Affiliates or the Representatives of any of the foregoing, including any materials or information made available in the electronic data room made available to Solera in connection with the Prior Merger or in connection with presentations by the Company’s management, are not and shall not be provided deemed to be, or to include, representations or warranties unless and to the Buyer Parties extent any such materials or their respective Affiliates information is the subject of any express representation or Representatives by the Companies or any HoldCo Related Person)warranty set forth in ARTICLE II.

Exclusivity of Representations. Except for the representations and warranties contained of the Company expressly set forth in this Agreement and Article III, (a) neither the other Transaction Documents Company nor any of its Subsidiaries (as limited by Section 10.11), none of the Companies or any other Person makes Person) makes, or has made made, and Parent and Merger Sub have not relied on, any other representation or warranty, expressed warranty (whether express or implied, at law or in equity, with respect ) relating to the CompaniesCompany, the Transaction, the Shares its Subsidiaries or any of the Companies’ their respective businesses, operations, properties, assets, liabilitiesliabilities 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, prospectsproperties, assets, liabilities or condition (financial otherwise in connection with this Agreement or otherwise)the Transactions, including as to the accuracy or completeness thereof, and HoldCo disclaims any other representations if made, such representation or warrantieswarranty must not be and has not been relied upon by Parent, whether made by the Companies Merger Sub or any of their respective Affiliates or the Representatives of any of the foregoing as having been authorized by the Company or any of its Subsidiaries (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has or 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. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11Person), and (bc) claims arising from actual fraudany estimate, HoldCo (directly and on behalf projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Merger Sub or any of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express their respective Affiliates or implied representation, warranty, projection or forecast the Representatives of any kind (includingof the foregoing, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) including any materials or information made, communicated, or furnished (whether orally or made available in writing, in any the electronic 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 hosted by or on behalf of the Buyer Parties Company in connection with the Transactions or in any other form in consideration connection with presentations by the Company’s management, are not and shall not be deemed to be or investigation of the Transaction) include representations or warranties unless and then only to the Buyer Parties extent any such materials or their respective Affiliates information is expressly the subject of any express representation or Representatives (including warranty set forth in this Article III. Guarantor, Parent and Merger Sub disclaim reliance upon any opinionsuch estimates, projections, predictions, data, financial information, memoranda, presentations, information, forecastmaterials, projectionrepresentations or warranties, budget, financial review or advice that may have been or may be provided to except for the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)express representations and warranties set forth in this Article III.

Exclusivity of Representations. Except for Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and the parties hereto hereby agree, that the representations and warranties contained made by GP in this Agreement and the other Transaction Documents Article III (as limited modified by Section 10.11), none of the Companies Partnership Disclosure Letter) and in Article IV (as modified by the Partnership Disclosure Letter) are the exclusive representations and warranties made by GP or any other Person makes with respect to GP, including its businesses and assets or has made the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. GP hereby disclaims any other representation or warranty, expressed express or implied, at law written or in equityoral, representations or warranties with respect to the CompaniesGP, its businesses and assets, the Transactionmembership 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 Shares condition of the businesses and assets of GP and the membership interests of GP shall be “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 its businesses and any of its assets or as to the Companies’ respective businessescondition or workmanship thereof or the absence of any defects therein, assetswhether latent or patent. Neither GP, liabilitiesnor GP Parent, operationsnor any other 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 condition statements (financial or otherwise), and HoldCo disclaims any 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. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by 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 GP made, communicated, 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 “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties Parent, Merger Subs or their respective Affiliates or their respective Representatives (including any opinion, information, forecast, projection, budget, financial review projection or advice that may have been in any management presentation or may be the confidential information memorandum provided to the Buyer Parties Parent, Merger Subs and their respective Affiliates and their respective Representatives), and GP and GP Parent hereby disclaim 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 shall not be deemed to, directly or indirectly, contain representations or warranties of GP or GP Parent or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)their respective Representatives.

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11)None of WCAS, none of the Companies or any other Person makes or has made any other representation or warrantyWCAS SRS, expressed or implied, at law or in equity, with respect to the CompaniesSRS, the Transaction, the Shares Company or any of the Companies’ respective businesses, assets, liabilities, operations, prospectsCompany’s Subsidiaries (or any other Person) makes, or condition (financial has made, any representation or otherwise), and HoldCo disclaims any 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 authoritywarranty, express or implied, relating to make facts, occurrences, the existence of and non-existence of or any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject matter relating thereto for any period prior to the limited remedies herein Acquisition Time, with respect to SRS or therein providedits Subsidiaries. Except Subject to the foregoing and except for (a) the representations and warranties expressly set forth in this Article 2 ARTICLE II, (a) none of WCAS, WCAS SRS, SRS, the Company or any of the Company’s Subsidiaries (or any other Person) makes, or has made, any representation or warranty, express or implied, relating to Newco, the Company, the Company’s Subsidiaries or any of their businesses or 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 of the Company’s Subsidiaries to make 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 must not be relied upon by Solera or any of its Affiliates or the Representatives of any of the foregoing as having been authorized by any of WCAS, WCAS SRS, SRS, Newco, the Company or any of the Company’s Subsidiaries (or any other Transaction Documents (as limited by Section 10.11Person), and (bc) 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 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 other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecastestimate, projection, budgetprediction, data, financial review information, memorandum, presentation or advice that may have been any other materials or may information provided or addressed to Solera or any of its Affiliates or the Representatives of any of the foregoing, including any materials or information made available in the electronic data room made available to Solera in connection with the Prior Merger or in connection with presentations by the Company’s management, are not and shall not be provided deemed to be, or to include, representations or warranties unless and to the Buyer Parties extent any such materials or their respective Affiliates information is the subject of any express representation or Representatives by the Companies or any HoldCo Related Person).warranty set forth in ARTICLE II. ARTICLE III

Exclusivity of Representations. Except Buyer acknowledges and agrees that, except for the express representations and warranties contained in this Agreement Section 3.1 or in any Ancillary Agreement, (a) Sellers have made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby and the other Transaction Documents (as limited by Section 10.11), none of the Companies or b) Buyer has not relied on any other Person makes or has made any other representation or warranty, expressed express or implied, at law in connection with the transactions contemplated hereby. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, subject to the express representations and warranties of Sellers contained in Section 3.1 and except as otherwise expressly provided in this Agreement or any Ancillary Agreement, Buyer is acquiring the Purchased Assets on an “as is, where is” basis without any express or implied warranties, either in equityfact or by operation of law, by statute or otherwise, including any warranty as to quality, the fitness for a particular purpose, merchantability, condition of the Purchased Assets or as to any other matter. Buyer acknowledges that it has been permitted full access to the books and records of the Product Business that it has desired or requested to see and review, and that it has had a full opportunity to meet with employees of Sellers and their respective Affiliates to discuss the Product Business, the Products, the Purchased Assets and the Assumed Liabilities. Buyer has received and may continue to receive from Sellers and their respective Affiliates certain estimates, projections, plans, budgets and other forecasts for the Product Business. Except as expressly set forth in any representation or warranty in Section 3.1 and except for claims of fraud and intentional misconduct, Buyer acknowledges and agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to Article 5 (or otherwise) with respect to the Companiesany information, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospectsdocuments, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made materials furnished to Buyer by the Companies Sellers or any of their respective Affiliates or Representatives (collectivelyany of their respective officers, “HoldCo Related Persons”)directors, and no HoldCo Related Person has employees, agents or advisors, including any authorityinformation, 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. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by 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, communicateddocuments, or furnished (whether orally or in writing, material made available to Buyer in any “data room relating to the Transactionroom”, in management presentationspresentation, 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 other form in consideration connection with the transactions contemplated by this Agreement or investigation any Ancillary Agreement. 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 Transactionadequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) to the and that Buyer Parties is not relying on any estimates, projections, forecasts, plans or budgets made available or otherwise furnished by Sellers or their respective Affiliates, and Buyer shall not, and shall cause its Affiliates or Representatives not to, hold any such Person liable with respect thereto (whether in warranty, contract, tort (including any opinionnegligence or strict liability) or otherwise). Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person).as amended. Confidential Portions are marked: [***]

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11), none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any 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. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents III (as limited qualified by Section 10.11the Company Disclosure Schedule), and (b) claims arising from actual fraudnone of the Company, HoldCo (directly and any of its Affiliates or any other Person on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for the Company makes any express or implied representationrepresentation or warranty (and there is and has been no reliance by Parent Holdco, Parent, Merger Sub or any of their respective Affiliates or Representatives on any such representation or warranty) with respect to the Company, projection its Subsidiaries or forecast 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 transactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Schedule), neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent Holdco, Parent, Merger Sub or their Affiliates or Representatives or any other Person resulting from Parent Holdco, Parent, Merger Sub’s or their Affiliates’ or Representatives’ use of any kind (includinginformation, without limitationdocuments, forecastsprojections, projections forecasts or budgets for financial performance such as revenuesother material made available to Parent Holdco, expenses Parent, Merger Sub or EBITDA) their Affiliates or Representatives, including any information made, communicated, or furnished (whether orally or made available in writing, in any the electronic 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 maintained by or on behalf of the Buyer Parties 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 consideration or investigation of connection with the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives transactions contemplated by the Companies or any HoldCo Related Person)this Agreement.

Exclusivity of Representations. Except for Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and the parties hereto hereby agree, that the representations and warranties contained made by the Partnership in this Agreement and the other Transaction Documents Article IV (as limited modified by Section 10.11), none of the Companies Partnership Disclosure Letter) are the exclusive representations and warranties made by the Partnership or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the CompaniesPartnership and the 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 other express or implied, written or oral, representations or warranties with respect to the Partnership, any Partnership Subsidiary, the Transactionbusinesses and assets of the Partnership and the Partnership Subsidiaries, the Shares Units 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 the Partnership and the Partnership Subsidiaries and the Units shall be “as is”, “where is” and “with all faults” and neither the Partnership nor GP Parent nor any 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 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 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 Partnership or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any 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. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by 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 Partnership Subsidiaries made, communicated, 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 “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties Parent, Merger Subs or their respective Affiliates or their respective Representatives (including any opinion, information, forecast, projection, budget, financial review projection or advice that may have been in any management presentation or may be the confidential information memorandum provided to Parent, Merger Subs and their respective Affiliates and their respective Representatives), and the Buyer Parties Partnership, GP Parent and Sellers hereby disclaim 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 shall not be deemed to, directly or indirectly, contain representations or warranties of the Partnership, GP Parent or any Seller or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)their respective Representatives.

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement The Buyer and the other Transaction Documents (as limited by Section 10.11)Transitory Subsidiary each acknowledge and agree that, none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any 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. Except except for (a) the representations and warranties expressly set forth in Article III, (a) neither the Company nor any other Person makes, or has made, any representation or warranty relating to the Company or the Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby and neither the Buyer nor any of 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 2 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 Transaction Documents (as limited by Section 10.11Person), except for the representations and warranties expressly set forth in Article III, and (bc) claims arising from actual fraudany estimate, HoldCo (directly and on behalf projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Buyer or any of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express the Affiliates or implied representation, warranty, projection or forecast the Representatives of any kind (includingof the foregoing, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) including any materials or information made, communicated, or furnished (whether orally or made available in writing, in any the electronic 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 hosted by or on behalf of the Buyer Parties Company in connection with the transactions contemplated hereby or in any other form in consideration or investigation connection with presentations by the management of the Transaction) Company or the Subsidiaries, are not and shall not be deemed to be or include representations or warranties unless and to the Buyer Parties extent any such materials or their respective Affiliates information is the subject of an express representation or Representatives (including 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 opinionclaim in respect of, informationrelieve any Person of any liability or obligation for, forecastor limit or impair any recourse or remedy of any Person available in respect of, projectionFraud, budget, financial review whether based on representations or advice that may have been statements set forth in or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)outside of this Agreement.

Exclusivity of Representations. Except Buyer acknowledges and agrees that, except for the express representations and warranties contained in this Agreement Section 3.1 or in any Ancillary Agreement, (a) Sellers have made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby and the other Transaction Documents (as limited by Section 10.11), none of the Companies or b) Buyer has not relied on any other Person makes or has made any other representation or warranty, expressed express or implied, at law in connection with the transactions contemplated hereby. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, subject to the express representations and warranties of Sellers contained in Section 3.1 and except as otherwise expressly provided in this Agreement or any Ancillary Agreement, Buyer is acquiring the Purchased Assets on an “as is, where is” basis without any express or implied warranties, either in equityfact or by operation of law, by statute or otherwise, including any warranty as to quality, the fitness for a particular purpose, merchantability, condition of the Purchased Assets or as to any other matter. B▇▇▇▇ acknowledges that it has been permitted full access to the books and records of the Product Business that it has desired or requested to see and review, and that it has had a full opportunity to meet with employees of Sellers and their respective Affiliates to discuss the Product Business, the Products, the Purchased Assets and the Assumed Liabilities. Buyer has received and may continue to receive from Sellers and their respective Affiliates certain estimates, projections, plans, budgets and other forecasts for the Product Business. Except as expressly set forth in any representation or warranty in Section 3.1 and except for claims of fraud and intentional misconduct, Buyer acknowledges and agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to Article 5 (or otherwise) with respect to the Companiesany information, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospectsdocuments, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made materials furnished to Buyer by the Companies Sellers or any of their respective Affiliates or Representatives (collectivelyany of their respective officers, “HoldCo Related Persons”)directors, and no HoldCo Related Person has employees, agents or advisors, including any authorityinformation, 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. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by 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, communicateddocuments, or furnished (whether orally or in writing, material made available to Buyer in any “data room relating to the Transactionroom”, in management presentationspresentation, 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 other form in consideration connection with the transactions contemplated by this Agreement or investigation any Ancillary Agreement. 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 Transactionadequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) to the and that Buyer Parties is not relying on any estimates, projections, forecasts, plans or budgets made available or otherwise furnished by Sellers or their respective Affiliates, and Buyer shall not, and shall cause its Affiliates or Representatives not to, hold any such Person liable with respect thereto (whether in warranty, contract, tort (including any opinion, information, forecast, projection, budget, financial review negligence or advice that may have been strict liability) or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Personotherwise).

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 Seller, the Seller SPVs, the Vessels, the Chartered Vessels and the Chartered Companies, which investigation, review and analysis was done by the Buyer and its representatives. In entering into this Agreement, the Buyer acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any representations or opinions (whether written or oral) of the Seller or its Affiliates (except the specific representations of the Seller made in Article 3 or Article 4 or by the applicable Seller SPV in the MOA). Except for the representations and warranties contained in this Agreement Article 3 or Article 4, the representations and warranties of the Seller SPV in the MOA and the other Transaction Documents representations and warranties in the certificate delivered to the Buyer hereto and thereto, the Buyer acknowledges that (as limited by Section 10.11), a) none of the Companies Seller or any other Person on behalf of the Seller makes or has made any other representation or warranty, expressed express or implied, written or oral, at law or in equity, with respect to the CompaniesVessels, the TransactionChartered Vessels, the Shares 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 Companies’ respective businessesVessels, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any 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. Except for (a) the representations and warranties expressly set forth in this Article 2 Chartered Vessels and the other Transaction Documents (as limited by Section 10.11)Chartered Companies after the initial Closing, and (b) claims arising neither the Seller nor any other Person will have or be subject to any liability or indemnification obligation to the Buyer, its Subsidiaries or any other Person resulting from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for the distribution to the Buyer or 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, communicatedother Person, or furnished (whether orally their use of, any information provided in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including any information, documents, projections, forecasts or other material made available to them in writing, in any certain "data room relating to the Transaction, in rooms" or 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 presentations or in any other form in consideration expectation of, or investigation of in connection with, the Transaction) to transactions contemplated by this Agreement or the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)Ancillary Agreements.

Exclusivity of Representations. Except for the The representations and warranties contained made by Seller in this Agreement Article IV are the exclusive representations and the other Transaction Documents (as limited warranties made by Section 10.11), none of the Companies or Seller and its Affiliates. Except for any other Person makes or has made any other representation or warranty, expressed or implied, at law or representations and warranties set forth in equity, with respect to the Companiesthis Article IV, the TransactionPurchased Assets are sold "AS IS, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), WHERE IS," and HoldCo Seller expressly disclaims any other representations or warranties, whether made by the Companies warranties of any kind or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authoritynature, express or implied, as to make any representationsLiabilities, warranties operations of the facilities, the title, condition, value or agreements not specifically set forth in this Agreement quality of assets of Seller or the prospects (financial and otherwise), risks and other Transaction Documents and subject incidents of Seller as they relate to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 Purchased Assets and the other Transaction Documents (as limited by Section 10.11)Assumed Liabilities, and (b) claims arising from actual fraudSELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF QUALITY, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representationMERCHANTABILITY, warrantyNON-INFRINGEMENT, projection or forecast of any kind (includingFITNESS FOR A PARTICULAR PURPOSE, without limitationCONFORMITY TO SAMPLES, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) OR CONDITION OF THE ASSETS OF SELLER OR ANY PART THEREOF. No material or information made, communicatedprovided by or communications made by Seller or any of its Affiliates, or furnished (by any advisor thereof, whether orally or in writing, in any by use of a "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 room," or in any other form information memorandum, or otherwise, or by any broker or investment banker, will cause or create any warranty, express or implied, as to or in consideration respect of Seller or investigation the title, condition, value or quality of the Transaction) Purchased Assets and the Assumed Liabilities. Purchaser agrees that, except in the case of fraud, neither Seller nor any other Person will have or be subject to any Liability to Purchaser or any other Person resulting from the Buyer Parties distribution to Purchaser, or their respective Affiliates Purchaser's use of, any information regarding Seller or Representatives (its assets and Liabilities, including any opinionoffering memorandum prepared, as supplemented or amended, and any information, forecast, projection, budget, financial review document or advice that may have been material made available to Purchaser or may be provided to its Affiliates in expectation of the Buyer Parties or their respective Affiliates or Representatives transactions contemplated by the Companies or any HoldCo Related Person)this Agreement.