Common use of Exclusivity of Representations Clause in Contracts

Exclusivity of Representations. The representations and warranties made by Seller and Buyer, respectively, in this Agreement (in each case giving effect to such party’s Disclosure Schedule) and in the Ancillary Agreements, if any, are in lieu of and are exclusive of all other representations and warranties, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller or any other Person to Buyer or any of its directors, officers, employees, agents or other Representatives, or by Buyer or any other Person to Seller or any of its directors, officers, employees, agents or other Representatives, of any documentation or other written or oral information in connection with this Agreement, the Ancillary Agreements or the Transactions (including any information, documents, projections, forecasts or business plans or other material made available to Buyer in certain “data rooms”, investor presentations or other written materials provided by or on behalf of Seller), and, except to the extent resulting from a breach by Seller of the representations and warranties made by Seller in Articles II and III of this Agreement and any resulting liability under this Agreement and with respect to any claim for fraud, neither Seller nor any other Person shall have or be subject to any liability or indemnification obligation to Buyer or any of its Subsidiaries or Representatives resulting from such delivery or disclosure. For the sake of clarity, this Section 10.1, insofar as it relates to the Five Year Plan, shall not affect the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.2.

Exclusivity of Representations. The Except for the representations and warranties made contained in Article V or this Article VI (as modified by Seller and Buyerthe Disclosure Letters), respectivelynone of the Companies, in this Agreement (in each case giving effect to such party’s Disclosure Schedule) and in the Ancillary Agreements, if any, are in lieu of and are exclusive of all other representations and warranties, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by 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 Buyer Seller, the Companies, the Companies’ Subsidiaries, the Transaction, the Membership Interests or any of its directorsSeller’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 other RepresentativesRepresentatives (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 Article V or this Article VI (as modified by the Disclosure Letters), Seller and the Companies (directly and on behalf of all Related Persons) each hereby disclaims all 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 Person form in consideration or investigation of the Transaction) to Seller Buyer or any of its directors, officers, employees, agents Affiliates or other Representatives, of any documentation or other written or oral information in connection with this Agreement, the Ancillary Agreements or the Transactions Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to Buyer or its Affiliates or Representatives by Seller, the Companies or any Related Person). Except for the representations and warranties contained in Article V or this Article VI (as modified by the Disclosure Letters), none of Seller, the Companies 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 Companies or its Subsidiaries 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, weather or other factors impacting historical, actual and projected financial performance or (f) the accuracy or completeness of any confidential information memoranda, documents, projections, forecasts or business plans material, statement, data, or other material information (financial or otherwise) provided to Buyer or its Affiliates or made available to Buyer and its Representatives in certain any “data rooms”,” “virtual data rooms,” management presentations (including any oral or written statements, investor presentations opinions, forecasts, projections or other written materials provided budgets for financial performance by any employee or on behalf of Seller), and, except to the extent resulting from a breach by Seller agent of the representations and warranties made by Seller Companies or their affiliates or subsidiaries) or in Articles II and III of this Agreement and any resulting liability under this Agreement and with respect to any claim for fraud, neither Seller nor any other Person shall have form in expectation of, or be subject to in connection with, the Transaction, or in respect of any liability other matter or indemnification obligation to Buyer or any of its Subsidiaries or Representatives resulting from such delivery or disclosure. For the sake of clarity, this Section 10.1, insofar as it relates to the Five Year Plan, shall not affect the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.2thing whatsoever.

Exclusivity of Representations. The (a) Except for the representations and warranties made by Seller and Buyer, respectively, expressly set forth in this Agreement (Article 5 and the representations and warranties expressly set forth in each case giving effect to such party’s Disclosure Schedule) other the Transaction Documents and the information set forth in the Ancillary Agreementscertificates required to be delivered pursuant to Section 9.03(d), if any, are in lieu of and are exclusive of all other representations and warranties, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller or neither 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 Buyer or any of Summit, its directorsbusiness, officersoperations, employeesassets, agents or other Representativesliabilities, or by Buyer or any other Person to Seller or any of its directors, officers, employees, agents or other Representatives, of any documentation or other written or oral information in connection with this Agreement, the Ancillary Agreements 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 the Argos Parties, Cementos, the Company or the ANAC Companies or their respective Affiliates (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 Summit or any of its Subsidiaries or their respective Affiliates in connection with the Transactions and Summit has not relied on, and disclaims reliance upon, any representation or warranty other than those expressly set forth in Article 4 and Article 5 and in the representations and warranties set forth in the other Transaction Documents or the representations and warranties in the certificates required to be delivered pursuant to Section 9.02(d). Without limiting the generality of the foregoing, 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 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 respective Affiliates or any other Person with respect to any such information or (ii) Summit's use of, or the use by any of its Affiliates or any other Person of, any such information, including information, documents, projections, forecasts or business plans or other material made available to Buyer Summit, its Affiliates or their respective Representatives in certain “any "data rooms”," teaser, investor confidential information memorandum, management presentations or other written materials provided by otherwise in connection with the Transactions, unless any such information is expressly and specifically included in a representation or on behalf warranty contained in this Article 5 of Seller), and, except to the extent resulting from this Agreement or in a breach by Seller of representation and warranty in another Transaction Document or the representations and warranties made by Seller set forth in Articles II and III of this Agreement and any resulting liability under this Agreement and with respect the certificates required to any claim for fraud, neither Seller nor any other Person shall have or be subject delivered pursuant to any liability or indemnification obligation to Buyer or any of its Subsidiaries or Representatives resulting from such delivery or disclosure. For the sake of clarity, this Section 10.1, insofar as it relates to the Five Year Plan, shall not affect the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.29.02(d).

Exclusivity of Representations. The (a) Except for the representations and warranties made by Seller and Buyer, respectively, expressly set forth in this Agreement (Article 3, Article 4 and the representations and warranties expressly set forth in each case giving effect to such party’s Disclosure Schedule) and other the Transaction Documents or the information set forth in the Ancillary Agreementscertificates required to be delivered pursuant to Section 9.02(d), if anyneither the Argos Parties, are in lieu of and are exclusive of all other representations and warrantiesCementos, oral or writtenthe Company, including any implied warranty of merchantability or of fitness for a particular purpose and any other implied warrantiestheir respective Affiliates, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller or nor any other Person makes (and the Company, the Argos Parties and Cementos, on behalf of themselves and their respective Affiliates, hereby disclaims) any other express or implied representation or warranty with respect to Buyer Cementos, the Argos Parties or any of its directorsthe ANAC Companies, officersthe Business, employeestheir operations, agents or other Representativesassets, liabilities, or by Buyer or any other Person to Seller or any of its directors, officers, employees, agents or other Representatives, of any documentation or other written or oral information in connection with this Agreement, the Ancillary Agreements 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 Summit or its respective Affiliates or any other Person in connection with the Transactions. (b) The Company, the Argos Parties and Cementos, on behalf of themselves and their respective Affiliates, hereby acknowledge and agree that, except for the representations and warranties expressly set forth in Article 5 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 9.03(d), neither Summit nor any other Person has made any express or implied representation or warranty with respect to Summit’s business, its 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 Company, the Argos Parties and Cementos, on behalf of themselves and their respective Affiliates, in connection with the Transactions and the Company, the Argos Parties and Cementos and their respective Affiliates have not relied on, and disclaim reliance upon, any representation or warranty other than those expressly set form in Article 5 and in the representations and warranties expressly set forth in the other Transaction Documents or the representations and warranties set forth in the certificates to be delivered pursuant to Section 9.03(d). Without limiting the generality of the foregoing, the Company, the Argos Parties and Cementos, on behalf of themselves and their respective Affiliates, acknowledge and agree that they have not relied on any other information provided, or made available, to the Company, the Argos Parties, Cementos or their respective Affiliates in connection with the Transactions, and that none of Summit nor its respective Affiliates nor any other Person shall be subject to any liability to Company, the Argos Parties or Cementos, their respective Affiliates or any other Person resulting from (i) any misrepresentation or omission by Summit, its Affiliates or any other Person with respect to any such information or (ii) the Company, the Argos Parties and Cementos’s use of, or the use by any of their respective Affiliates or any other Person of, any such information, including information, documents, projections, forecasts or business plans or other material made available to Buyer such parties in certain “any "data rooms”," teaser, investor confidential information memorandum, management presentations or other written materials provided by otherwise in connection with the Transactions, unless any such information is expressly and specifically included in a representation or on behalf warranty contained in this Article 3 of Seller), and, except to the extent resulting from this Agreement or in a breach by Seller of representation and warranty in another Transaction Document or the representations and warranties made by Seller set forth in Articles II and III of this Agreement and any resulting liability under this Agreement and with respect the certificates required to any claim for fraud, neither Seller nor any other Person shall have or be subject delivered pursuant to any liability or indemnification obligation to Buyer or any of its Subsidiaries or Representatives resulting from such delivery or disclosure. For the sake of clarity, this Section 10.1, insofar as it relates to the Five Year Plan, shall not affect the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.29.03(d).

Exclusivity of Representations. The Parent and Merger Sub acknowledge and agree, for themselves and on behalf of their Representatives and Affiliates, that, except for the representations and warranties made by Seller and Buyer, respectively, of the Company expressly set forth in this Agreement Agreement, the Related Agreements and the certificates contemplated hereby and thereby, (in each case giving effect to such party’s Disclosure Schedulea) and in neither the Ancillary Agreements, if any, are in lieu Company nor any of and are exclusive of all other representations and warranties, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller 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 to Buyer has been authorized by the Company or any of its directorsSubsidiaries to make any representation or warranty, officersexpress or implied, employeesrelating to the Company, agents or other Representatives, or by Buyer its Subsidiaries or any other Person to Seller 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 directorsSubsidiaries (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, officersexpress or implied, employees, agents or other Representatives, of any documentation or other written or oral oral, or in reliance on any materials, statements or information provided or addressed to Parent or Merger Sub or their Representatives or Affiliates in connection with this Agreement, the Ancillary Agreements or the Transactions (including any information, documents, projections, forecasts or business plans or other material made available to Buyer in certain “electronic data rooms”, investor presentations or other written materials provided room hosted by or on behalf of Seller)the Company in connection with the Transactions, andin any presentations by the Company's management or in any other form or setting, except to or in reliance on the extent resulting from a breach by Seller accuracy, sufficiency or completeness of the representations any such representation, warranty, materials, statements or information and warranties made by Seller in Articles II and III of this Agreement and that no Person shall have any resulting liability under this Agreement and with respect to any claim such representation, warranty, materials, statements or information or omissions therefrom.Parent and Merger Sub acknowledge and agree, for fraudthemselvesand on behalf of their Representatives and Affiliates, neither Seller nor that any estimate, projection, predictioli, data, memorandum, presentation or forward looking statement (including any forward looking statement regarding revenues, costs, margins or other Person shall have financial information or be subject the acquisition or retention of employees, customers or other business partners) provided or addressed to any liability Parent or indemnification obligation to Buyer Merger Sub or any of their Affiliates or Representatives, or 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 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 Subsidiaries or Representatives resulting from such delivery or disclosureAffiliates shall have no claim against any Person with respect thereto. For the sake of clarity, this Section 10.1, insofar as it relates Notwithstanding anything to the Five Year Plancontrary herein,nothing contained in this Agreement shall limit the recourse of any Party in the event of intentional fraud, shall not affect committed with actual knowledge, with respect to representations and warranties expressly set forth in this Agreement or the adjustment to the Share Purchase Price expressly certificates contemplated by Sections 1.1(b) and 1.2hereby.

Exclusivity of Representations. The Except for the representations and warranties made by Seller and Buyer, respectively, expressly set forth in this Agreement Article III (in each case giving effect as qualified by the Company Disclosure Schedule and the Company SEC Documents to such party’s Disclosure Schedule) and in the Ancillary Agreementsextent provided herein), if anynone of the Company, are in lieu any of and are exclusive of all other representations and warranties, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller its Affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent and Merger Sub or any of their respective Affiliates or Representatives on any such representation or warranty) with respect to Buyer the Company, its Subsidiaries or its and their respective businesses or with respect to any other information provided, or made available, to Parent and Merger Sub or their respective Affiliates or Representatives in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Schedule and the Company SEC Documents to the extent provided herein), neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company or any of its directorsAffiliates, officersand for the avoidance of doubt, employees, agents or other Representatives, or by Buyer or any other Person to Seller or neither the Company nor any of its directors, officers, employees, agents Affiliates makes any express or other Representatives, of any documentation implied representation or other written warranty with respect to the Evaluation Material (as defined in the Mutual NDA) or oral information in connection with this Agreement, the Ancillary Agreements or the Transactions (including any information, documents, projections, forecasts or business plans or other material made available to Buyer Parent, Merger Sub or their Affiliates or Representatives, including any information made available in certain the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “data rooms”break-out” discussions, investor presentations or other written materials provided by or responses to questions submitted on behalf of Seller)Parent, and, except to the extent resulting from a breach by Seller of the representations and warranties made by Seller Merger Sub or their respective Affiliates or Representatives or in Articles II and III of this Agreement and any resulting liability under this Agreement and with respect to any claim for fraud, neither Seller nor any other Person shall have or be subject to any liability or indemnification obligation to Buyer or any of its Subsidiaries or Representatives resulting from such delivery or disclosure. For form in connection with the sake of clarity, this Section 10.1, insofar as it relates to the Five Year Plan, shall not affect the adjustment to the Share Purchase Price expressly transactions contemplated by Sections 1.1(b) and 1.2this Agreement.

Exclusivity of Representations. The Except for the representations and warranties made by Seller and Buyer, respectively, contained in this Agreement ARTICLE 7 (in each case giving effect to such party’s as modified by the Novartis Disclosure Schedule) and in the Ancillary Agreements, if any, are in lieu of and are exclusive of all other representations and warranties, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose and neither Novartis nor any other Person makes any other express or implied warrantiesrepresentation or warranty with respect to the Drug Substances, of Seller the Products, the Transferred Assets, the Assumed Liabilities, the Licensed IP, the Transferred Website, or the transactions contemplated by this Agreement, and Buyer, respectively. Seller and Buyer each hereby Novartis disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure whether made by Seller or any other Person to Buyer Novartis, its Affiliates, or any of its directorstheir respective Representatives. Except for the representations and warranties contained in this ARTICLE 7 (as modified by the Novartis Disclosure Schedule) and in the Ancillary Agreements, officersNovartis hereby disclaims all liability and responsibility for any representation, employeeswarranty, agents or other Representativesprojection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing, in any “data room” relating to the transactions contemplated by Buyer or any other Person to Seller or any of its directors, officers, employees, agents or other Representatives, of any documentation or other written or oral information in connection with this Agreement, the Ancillary Agreements in management presentations, functional “break-out” discussions, responses to questions or the Transactions (including any information, documents, projections, forecasts or business plans or other material made available to Buyer in certain “data rooms”, investor presentations or other written materials provided requests submitted by or on behalf of Seller)Purchaser, and, except to the extent resulting from a breach by Seller or in any other form in consideration or investigation of the representations and warranties made transactions contemplated by Seller in Articles II and III this Agreement) to Purchaser, its Affiliates, or any of this Agreement and their respective Representatives (including any resulting liability under this Agreement and with respect opinion, information, forecast, projection, or advice that may have been or may be provided to Purchaser, its Affiliates, or any claim for fraud, neither Seller nor of their respective Representatives by any other Person shall have or be subject to any liability or indemnification obligation to Buyer Representative of Novartis or any of its Subsidiaries Affiliates). Novartis makes no representations or warranties to Purchaser, its Affiliates, or any of their respective Representatives resulting from such delivery regarding (a) merchantability or disclosurefitness for any particular purpose, or (b) the probable success or profitability of the Drug Substances, the Products, the Transferred Assets, the Assumed Liabilities, or the Licensed IP. For Novartis makes no representations or warranties to Purchaser, its Affiliates, or any of their respective Representatives regarding the sake Transferred Website or any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished therein. Without limiting the generality of claritythe foregoing, Purchaser acknowledges and agrees that, except as expressly provided in this Section 10.1Agreement or in the Ancillary Agreements, insofar Purchaser is acquiring the Transferred Assets on an “as it relates to the Five Year Planis, shall not affect the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.2where is” basis.

Exclusivity of Representations. The (a) Except for the representations and warranties made by Seller and Buyer, respectively, expressly set forth in this Agreement (Article 4 and the representations and warranties expressly set forth in each case giving effect to such party’s Disclosure Schedule) and other the Transaction Documents or the information set forth in the Ancillary Agreementscertificates required to be delivered pursuant to Section 9.02(d), if anyneither the Argos Parties, are in lieu of and are exclusive of all other representations and warrantiesCementos, oral or writtentheir respective Affiliates, including any implied warranty of merchantability or of fitness for a particular purpose and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller or nor any other Person makes (and the Argos Parties and Cementos, on behalf of themselves and their respective Affiliates, hereby disclaims) any other express or implied representation or warranty with respect to Buyer or any of its directorsthe Argos Parties, officerstheir business, employeesoperations, agents or other Representativesassets, liabilities, or by Buyer or any other Person to Seller or any of its directors, officers, employees, agents or other Representatives, of any documentation or other written or oral information in connection with this Agreement, the Ancillary Agreements 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 Summit or its respective Affiliates or any other Person in connection with the Transactions. (b) The Argos Parties and Cementos, on behalf of themselves and their respective Affiliates, hereby acknowledge and agree that, except for the representations and warranties expressly set forth in Article 5 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 9.03(d), neither Summit nor any other Person has made any express or implied representation or warranty with respect to Summit’s business, its 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 and Cementos, on behalf of themselves and their respective Affiliates, in connection with the Transactions and the Argos Parties and Cementos and their respective Affiliates have not relied on, and disclaim reliance upon, any representation or warranty other than those expressly set forth in Article 5 and in the representations and warranties set forth in the other Transaction Documents and the information set forth in the certificates required to be delivered pursuant to Section 9.03(d). Without limiting the generality of the foregoing, the Company, the Argos Parties and Cementos, on behalf of themselves and their respective Affiliates, acknowledge and agree that they have not relied on any other information provided, or made available, to the Company, the Argos Parties, Cementos or their respective Affiliates in connection with the Transactions, and that none of Summit nor its respective Affiliates nor any other Person shall be subject to any liability to Company, the Argos Parties or Cementos, their respective Affiliates or any other Person resulting from (i) any misrepresentation or omission by Summit, its Affiliates or any other Person with respect to any such information or (ii) the Company, the Argos Parties and Cementos’s use of, or the use by any of their respective Affiliates or any other Person of, any such information, including information, documents, projections, forecasts or business plans or other material made available to Buyer such parties in certain “any "data rooms”," teaser, investor confidential information memorandum, management presentations or other written materials provided by otherwise in connection with the Transactions, unless any such information is expressly and specifically included in a representation or on behalf warranty contained in this Article 4 of Seller), and, except to the extent resulting from this Agreement or in a breach by Seller of representation and warranty in another Transaction Document or the representations and warranties made by Seller set forth in Articles II and III of this Agreement and any resulting liability under this Agreement and with respect the certificates required to any claim for fraud, neither Seller nor any other Person shall have or be subject delivered pursuant to any liability or indemnification obligation to Buyer or any of its Subsidiaries or Representatives resulting from such delivery or disclosure. For the sake of clarity, this Section 10.1, insofar as it relates to the Five Year Plan, shall not affect the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.29.03(d).

Exclusivity of Representations. The representations and warranties made by Seller and Buyer, respectively, in this Agreement (in each case giving effect to such party’s Disclosure Schedule) and in the Ancillary Agreements, if any, are in lieu of and are exclusive of all other representations and warranties, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller or any other Person to Buyer or any of its directors, officers, employees, agents or other Representatives, or by Buyer or any other Person to Seller or any of its directors, officers, employees, agents or other Representatives, of any documentation or other written or oral information in connection with this Agreement, the Ancillary Agreements or the Transactions (including any information, documents, projections, forecasts or business plans or other material made available to Buyer in certain “data rooms”, investor presentations or other written materials provided by or on behalf of Seller), and, except Notwithstanding anything to the extent resulting from a breach by Seller contrary herein, it is the explicit intent of the Contracting Parties, and the Contracting Parties hereby agree, that the representations and warranties made by Seller the Company in Articles II this Article III (and III qualified by the Schedules hereto) are the exclusive representations and warranties made by the Company or any other Person 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 representations or warranties made by any Person with respect to itself or any Company Subsidiary or the businesses and assets of the Company and the Company Subsidiaries, the Shares and the transactions contemplated by this Agreement and any resulting liability under this Agreement certificate, instrument or document delivered pursuant hereto. The Company is not, directly or indirectly, and with respect to any claim for fraud, neither Seller nor any no other Person shall have on behalf of the Company is, making any representations or be subject to warranties regarding any liability pro-forma financial information, financial projections or indemnification obligation to Buyer other forward-looking prospects, risks or statements (financial or otherwise) of the Company or any of its the Company Subsidiaries made, communicated or furnished (orally or in writing) to Parent, Merger Sub or their respective Affiliates or Representatives resulting from (including any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to Parent, Merger Sub or their respective Affiliates and Representatives), and the Company, the Shareholders’ Representative and each member of the Pre-Closing Shareholder Group hereby disclaims all Liability and responsibility for any such delivery information and statements. It is understood that any Due Diligence Materials made available to Parent, Merger Sub or disclosure. For the sake of claritytheir respective Affiliates or Representatives do not, this Section 10.1directly or indirectly, insofar as it relates to the Five Year Plan, and shall not affect be deemed to, directly or indirectly, contain representations or warranties of the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.2Company or its Affiliates or Representatives.

Exclusivity of Representations. The Acquirer and Merger Sub acknowledge and agree, for themselves and on behalf of their Representatives and Affiliates, that, except for the representations and warranties made by Seller and Buyer, respectively, of the Company expressly set forth in this Agreement (in each case giving effect to such party’s Disclosure Schedule) Article II, for representations and warranties of the Company Stockholders in the Ancillary AgreementsLetters of Transmittal or in any Transaction Document and the statements to be made in the certificate contemplated by Section 1.2(b)(i) hereof, if any, are in lieu (a) neither the Company nor any of and are exclusive of all other representations and warranties, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller Subsidiaries (or any other Person Person) makes, or has made, any representation or warranty, express or implied, relating to Buyer the Company, the Subsidiaries or any of its directors, officers, employees, agents their businesses or other Representatives, operations or by Buyer or any other Person to Seller or any of its directors, officers, employees, agents or other Representatives, of any documentation or other written or oral information otherwise in connection with this AgreementAgreement or the Transactions, (b) no Person has been authorized by the Company or any of the Subsidiaries to make any representation or warranty, express or implied, relating to the Company, the Ancillary Agreements Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Transactions Transactions, and 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 (including or any informationother Person) and (c) Acquirer and Merger Sub and their Representatives and Affiliates are not acting, documentsincluding, projectionsas applicable, forecasts by entering into or business plans consummating this Agreement or other material made available 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 Buyer Acquirer or Merger Sub or their Representatives or Affiliates in certain “any electronic data rooms”, investor presentations or other written materials provided room hosted by or on behalf of Seller)the Company in connection with the Transactions, andin any presentations by the Company’s management or in any other form or setting, except to or in reliance on the extent resulting from a breach by Seller accuracy or completeness of the representations any such representation, warranty, materials, statements or information and warranties made by Seller in Articles II and III of this Agreement and that no Person shall have any resulting liability under this Agreement and Liability with respect to any claim for fraudsuch representation, neither Seller nor warranty, materials, statements or information or omissions therefrom. Any estimate, projection, prediction, data, financial information, memorandum, presentation or any other Person shall have materials or be subject information provided or addressed to any liability Acquirer or indemnification obligation to Buyer Merger Sub or any of its Subsidiaries their Affiliates or Representatives resulting from such delivery the Representatives, including any materials or disclosure. For information made available in the sake electronic data room hosted by or on behalf of claritythe Company in connection with the Transactions or in connection with presentations by the Company’s management, this Section 10.1, insofar as it relates to the Five Year Plan, are not and shall not affect the adjustment be deemed to the Share Purchase Price be or include representations or warranties, except as otherwise expressly contemplated by Sections 1.1(b) set forth in this Article II, and 1.2Acquirer and its Affiliates shall have no claim against any Person with respect thereto.

Exclusivity of Representations. The representations and warranties made by Seller and Buyer, respectively, in this Agreement (in each case giving effect to such party’s Disclosure Schedule) and in the Ancillary Agreements, if any, are in lieu of and are exclusive of all other representations and warranties, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller or any other Person to Buyer or any of its directors, officers, employees, agents or other Representatives, or by Buyer or any other Person to Seller or any of its directors, officers, employees, agents or other Representatives, of any documentation or other written or oral information in connection with this Agreement, the Ancillary Agreements or the Transactions (including any information, documents, projections, forecasts or business plans or other material made available to Buyer in certain “data rooms”, investor presentations or other written materials provided by or on behalf of Seller), and, except Notwithstanding anything herein to the extent resulting from a breach by Seller contrary, it is the explicit intent of the parties hereto, and the parties hereto hereby agree, that the representations and warranties made by Seller MIC in Articles II this Article V (as modified by MIC Disclosure Letter), including in any certificate delivered pursuant to Article IX, are the exclusive representations and III 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 resulting liability under this Agreement and 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 claim 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 frauda 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 Seller MIC nor any other Person shall have is, directly or be subject to indirectly, making any liability representations or indemnification obligation to Buyer warranties regarding any pro-forma financial information, financial projections or other forward-looking prospects, risks or statements (financial or otherwise) of MIC or any of MIC Subsidiaries made, communicated or furnished (orally or in writing) to Parent or its Subsidiaries Affiliates or their respective Representatives resulting from (including any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to Parent and its Affiliates and their respective Representatives), and MIC hereby disclaims all Liability and responsibility for any such delivery information and statements. It is understood that any Due Diligence Materials made available to Parent or disclosure. For the sake of clarityits Affiliates or their respective Representatives do not, this Section 10.1directly or indirectly, insofar as it relates to the Five Year Plan, and shall not affect the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.2be deemed to, directly or indirectly, contain representations or warranties of MIC or its Affiliates or its Representatives.

Exclusivity of Representations. The (a) Buyer, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV: (i) neither Seller nor any of its Subsidiaries (or any other Person) makes, or 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 and Buyer, respectively, in this Agreement (in each case giving effect to such party’s Disclosure Schedule) and in the Ancillary Agreements, if any, are in lieu of and are exclusive of all other representations and warranties, oral or written, including any express or implied warranty of or as to merchantability or of fitness for a particular purpose purpose, and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller or any other Person to Buyer or any of its directors, officers, employees, agents Affiliates or other Representatives, or by Buyer or any other Person to Seller or any of its directors, officers, employees, agents or other Representatives, Representatives of any documentation or other written or oral information in connection with this Agreement, the Ancillary Agreements or the Transactions (including any financial information, documents, projections, forecasts supplemental data or business plans financial projections or other material made available to Buyer in certain “data rooms”forward-looking statements). (b) Buyer, investor presentations or other written materials provided by or on behalf of Seller)itself and its Subsidiaries, andacknowledges and agrees that, except to the extent resulting from a breach by Seller of for the representations and warranties made expressly set forth in ARTICLE IV, it is not acting (including, as applicable, by Seller in Articles II and III of entering into this Agreement and or consummating the Transactions) in reliance on: (i) any resulting liability under this Agreement and with respect to representation or warranty, express or implied; (ii) any claim for fraudestimate, neither Seller nor any projection, prediction, data, financial information, memorandum, presentation or other Person shall have materials or be subject to any liability information provided or indemnification obligation addressed to Buyer or any of its Subsidiaries Affiliates or Representatives resulting from such delivery Representatives, including any materials or disclosure. For information made available in the sake electronic data room hosted by or on behalf of claritySeller in connection with the Transactions, this Section 10.1in connection with presentations by Seller’s management or in any other forum or setting; (iii) the accuracy or completeness of any other representation, insofar as it relates to the Five Year Planwarranty, shall not affect the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.2estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information.

Exclusivity of Representations. The Except for the representations and warranties made by Seller contained in Articles 4 and Buyer, respectively, in 5 of this Agreement (in each case giving effect to such party’s Disclosure Schedule) as modified by the Schedules), the other Transaction Documents and the statements made in the Ancillary AgreementsClosing Certificates, if anynone of the Seller, are the Company, any Company Subsidiary or any other Person has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in lieu equity, on behalf of the Seller, the Company or any Company Subsidiary, or any of their respective Affiliates, including with respect to the Company Shares or their respective assets and are exclusive of liabilities, and the Seller and the Company hereby disclaim all other representations and warrantieswarranties of any kind whatsoever, oral express or writtenimplied, including written or oral, at law or in equity, whether made by or on behalf of the Seller, the Company, any implied warranty of merchantability or of fitness for a particular purpose and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller Company Subsidiary or any other Person 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 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. 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 directors, officers, employees, agents or other Representatives, or by Buyer Affiliates or any other Person to Seller or Representatives of the Buyer of any of its directorsAffiliates regarding the success, officers, employees, agents profitability or other Representatives, value of any documentation or other written or oral information in connection with this Agreementthe Company, the Ancillary Agreements Company Subsidiaries, or the Transactions (including any information, documents, projections, forecasts or business plans or other material made available to Buyer in certain “data rooms”, investor presentations or other written materials provided by or on behalf of Seller), and, except to the extent resulting from a breach by Seller of the representations and warranties made by Seller in Articles II and III of this Agreement and any resulting liability under this Agreement and with respect to any claim for fraud, neither Seller nor any other Person shall have or be subject to any liability or indemnification obligation to Buyer or any of its Subsidiaries or Representatives resulting from such delivery or disclosure. For the sake of clarity, this Section 10.1, insofar as it relates to the Five Year Plan, shall not affect the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.2their respective businesses.

Exclusivity of Representations. The 3.3.1 Buyer, together with and on behalf of its Affiliates and Representatives, acknowledges and agrees that, except for the express representations and warranties of Seller contained in Section 3.1 or in any Ancillary 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 ​ ​ ​ this Agreement, any Ancillary Agreement, any Product, the Product Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated hereby or by Seller and Buyerany Ancillary Agreement, respectivelyindividually or collectively, either in this Agreement (in each case giving effect to such party’s Disclosure Schedule) and in the Ancillary Agreementsfact or by operation of Law, if anyby statute or otherwise, are in lieu of and are exclusive of all other representations and warranties, oral or writtenotherwise, including any implied warranty of merchantability or of as to quality, non-infringement, fitness for a particular purpose and 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 implied warrantiesmatter. Buyer, together with and on behalf of Seller its Affiliates and Representatives, specifically disclaims that it is or they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, and Buyer, respectively. together with and on behalf of its Affiliates and Representatives, acknowledges and agrees that Seller and Buyer each its Affiliates have specifically disclaimed and do hereby disclaims specifically disclaim any such other representation or implied representations 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 warrantiesa claim for Fraud, notwithstanding the delivery neither it nor any other Buyer Indemnitee shall have any claim or disclosure 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 Affiliates or Representatives by Seller or any other Person of its Affiliates or any of their respective Representatives, including any information, documents, or material made available to Buyer or any of its directorsAffiliates or Representatives in any “data room”, officersmanagement presentation, employees“teaser”, agents or other Representativesinformation memorandum, or by Buyer or any other Person to Seller or any of its directors, officers, employees, agents or other Representatives, of any documentation or other written or oral information form in connection with this Agreement, any Ancillary Agreement, the Ancillary Agreements Product, the Product Business, the Purchased Assets, the Assumed Liabilities or the Transactions (including transactions contemplated by this Agreement or any information, documentsAncillary Agreement. 3.3.3 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 business 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 reasonableness of the underlying assumptions) and that Buyer is not relying on any estimates, projections, forecasts, plans or other material budgets made available to Buyer in certain “data rooms”, investor presentations or other written materials provided by or on behalf of Seller), and, except to the extent resulting from a breach otherwise furnished by Seller of the representations or its Affiliates, and warranties made by Seller in Articles II Buyer shall not, and III of this Agreement and shall cause each other Buyer Indemnitee not to, hold any resulting liability under this Agreement and such Person liable with respect to any claim for fraudthereto (whether in warranty, neither Seller nor any other Person shall have contract, tort (including negligence or be subject to any liability strict liability) or indemnification obligation to Buyer or any of its Subsidiaries or Representatives resulting from such delivery or disclosure. For the sake of clarity, this Section 10.1, insofar as it relates to the Five Year Plan, shall not affect the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.2otherwise).

Exclusivity of Representations. The representations and warranties made by Seller and Buyer, respectively, in this Agreement (in each case giving effect to such party’s Disclosure Schedule) and in the Ancillary Agreements, if any, are in lieu of and are exclusive of all other representations and warranties, oral or written, including any implied warranty of merchantability or of fitness Except for a particular purpose and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller or any other Person to Buyer or any of its directors, officers, employees, agents or other Representatives, or by Buyer or any other Person to Seller or any of its directors, officers, employees, agents or other Representatives, of any documentation or other written or oral information in connection with this Agreement, the Ancillary Agreements or the Transactions (including any information, documents, projections, forecasts or business plans or other material made available to Buyer in certain “data rooms”, investor presentations or other written materials provided by or on behalf of Seller), and, except to the extent resulting from a breach by Seller of the representations and warranties made by Seller in Articles II and III of Section 3.1 or in any Ancillary Agreement to be delivered by Seller pursuant to this Agreement and any resulting liability under this Agreement and with respect to any claim for fraudAgreement, neither Seller nor any other Person shall have makes any express or implied representation or warranty with respect to Seller, its Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects, and Seller hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Seller in Section 3.1 or in any Ancillary Agreement to be subject delivered by Seller pursuant to this Agreement, neither Seller nor any liability of its Subsidiaries or indemnification obligation Affiliates or any other Person makes or has 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 Seller, its Subsidiaries or Representatives resulting from 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 Seller and 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 Seller nor any of its Subsidiaries or Affiliates or any other Person will have any liability to Buyer or any other Person in respect of such delivery or disclosure. For the sake information, including any subsequent use of clarity, this Section 10.1, insofar as it relates to the Five Year Plan, shall not affect the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.2such information.

Exclusivity of Representations. The representations Representations and warranties Warranties made by Seller Renova in Articles 6 and Buyer, respectively, in this Agreement (in each case giving effect to such party’s Disclosure Schedule) and in the Ancillary Agreements, if any, 7 are in lieu of and are exclusive of all other representations Representations and warranties, oral or writtenWarranties, including any implied warranty warranties of merchantability merchantability, suitability or of fitness for a any particular purpose and or any other implied warrantieswarranty. EMYC acknowledges and agrees that except for the Representations and Warranties contained in Articles 6 and 7, neither Renova, the Project Companies nor any of Seller and Buyertheir respective Affiliates, respectivelyagents, 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, at law or in equity, on behalf of any Renova Party with respect to the Swapped 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. Seller and Buyer each Renova hereby disclaims any such other representation or implied representations warranty except for the Representations and Warranties contained in Articles 6 and 7 whether made by or warrantiesattributed to any Renova Party, notwithstanding the delivery or disclosure by Seller or to any other Person to Buyer or any of its directors, officers, employees, agents or other Representatives, or by Buyer or any other Person to Seller or any of its directors, officers, employees, agents or other Representatives, of EMYC Party any documentation or other written information by or oral information 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 connection with this AgreementArticles 6 and 7, the Ancillary Agreements or the Transactions (including any information, documents, projections, forecasts or business plans or other material made available to Buyer in certain “data rooms”, investor presentations or other written materials provided no Action may be brought by or on behalf of Seller)EMYC against Renova or any other Person, and, except to the extent resulting from a breach by Seller of the representations and warranties made by Seller in Articles II and III of this Agreement and any resulting liability under this Agreement and with respect to any claim for fraud, neither Seller Renova nor any other Person shall will have or be subject to any liability or indemnification obligation to Buyer any EMYC Party or any of its Subsidiaries other Person, based on any Representations and Warranties or Representatives resulting from such delivery the distribution to any EMYC Party, or disclosure. For 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, or in any other form in expectation or furtherance of the sake of clarity, this Section 10.1, insofar as it relates to the Five Year Plan, shall not affect the adjustment to the Share Purchase Price expressly transactions contemplated by Sections 1.1(b) and 1.2this Agreement.

Exclusivity of Representations. The Except for the representations and warranties made by Seller contained in Articles 4 and Buyer, respectively, in 5 of this Agreement (as modified by the Disclosure Schedules), none of the Seller, the Company, the Company Subsidiaries or any other Person has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in each case giving effect equity, on behalf of the Seller, the Company or the Company Subsidiaries, or any of their respective Affiliates, including with respect to such party’s Disclosure Schedule) the Company Shares or their respective assets and in liabilities, and the Ancillary Agreements, if any, are in lieu of Seller and are exclusive of the Company hereby disclaim all other representations and warrantieswarranties of any kind whatsoever, oral express or writtenimplied, including any implied warranty written or oral, at law or in equity, whether made by or on behalf of merchantability or of fitness for a particular purpose and any other implied warrantiesthe Seller, of Seller and Buyerthe Company, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller Company Subsidiaries or any other Person 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 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. 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 directors, officers, employees, agents or other Representatives, or by Buyer Affiliates or any other Person to Seller or Representatives of the Buyer of any of its directorsAffiliates regarding the success, officers, employees, agents profitability or other Representatives, value of any documentation or other written or oral information in connection with this Agreementthe Company, the Ancillary Agreements Company Subsidiaries, or the Transactions (including any information, documents, projections, forecasts or business plans or other material made available to Buyer in certain “data rooms”, investor presentations or other written materials provided by or on behalf of Seller), and, except to the extent resulting from a breach by Seller of the representations and warranties made by Seller in Articles II and III of this Agreement and any resulting liability under this Agreement and with respect to any claim for fraud, neither Seller nor any other Person shall have or be subject to any liability or indemnification obligation to Buyer or any of its Subsidiaries or Representatives resulting from such delivery or disclosure. For the sake of clarity, this Section 10.1, insofar as it relates to the Five Year Plan, shall not affect the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.2their respective businesses.