Common use of Independent Investigation; No Other Representations or Warranties Clause in Contracts

Independent Investigation; No Other Representations or Warranties. Buyer and its Buying Affiliates acknowledge that in making the decision to enter into this Agreement and to consummate the Transactions, Buyer and its Buying Affiliates have relied solely on (i) the basis of their own independent investigation of the Express Pipeline System, its components and the risks related thereto and (ii) upon the express written representations, warranties and covenants in this Agreement. Without limiting the foregoing, Buyer and its Buying Affiliates expressly acknowledge the provisions set forth in Section 5.26. Except for the representations and warranties contained in this Article VI, neither Buyer, its Buying Affiliates, any of their respective Affiliates nor any of their respective stockholders, trustees or Representatives, nor any other Person has made or is making any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to Buyer, its Buying Affiliates, their respective Affiliates, their respective businesses, this Agreement, the other Transaction Documents to which Buyer or any of its Buying Affiliates is or will be a party or the Transactions. Except for the representations and warranties contained in this Article VI, (a) Buyer disclaims, on behalf of itself, its Buying Affiliates and their respective Affiliates, any other representations or warranties, whether made by Buyer, its Buying Affiliates, any of their respective Affiliates, any of their respective stockholders, trustees or Representatives or any other Person and (b) Buyer disclaims, on behalf of itself, its Buying Affiliates and their respective Affiliates, all Liabilities and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to the Sellers or their respective Affiliates.

Independent Investigation; No Other Representations or Warranties. Buyer and its Buying Affiliates acknowledge acknowledges that in making the decision to enter into this Agreement and to consummate the Transactions, Buyer and its Buying Affiliates have has relied solely on (ia) the basis of their its own independent investigation of the Express Canada Pipeline System, its components and the risks related thereto and (iib) upon the express written representations, warranties and covenants in this Agreement. Without limiting the foregoing, Buyer and its Buying Affiliates expressly acknowledge acknowledges the provisions set forth in Section 5.26. Except for the representations and warranties contained in this Article VI, neither Buyer, its Buying Affiliates, Buyer nor any of their respective its Affiliates nor any of its or their respective stockholders, trustees or Representatives, nor any other Person has made or is making any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to Buyer, its Buying Affiliates, its and their respective Affiliates, their respective businesses, this Agreement, the other Transaction Documents to which Buyer or any of its Buying Affiliates is or will be a party or the Transactions. Except for the representations and warranties contained in this Article VI, (ai) Buyer disclaims, on behalf of itself, its Buying Affiliates and its and their respective Affiliates, any other representations or warranties, whether made by Buyer, its Buying Affiliates, any of their respective Affiliates, any of their respective stockholders, trustees or Representatives or any other Person and (bii) Buyer disclaims, on behalf of itself, its Buying Affiliates and its and their respective Affiliates, all Liabilities and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to the Sellers Seller or SE Capital Funding or their respective Affiliates.

Independent Investigation; No Other Representations or Warranties. Buyer has relied and shall rely solely on its Buying Affiliates acknowledge that own investigation and, other than the representations and warranties of Seller in making the decision to enter into Article 3 of this Agreement and to consummate the TransactionsAgreement, Buyer has not relied and its Buying shall not rely on any oral or written statements or representations by Seller, any Affiliates have relied solely on of Seller, or any of Seller’s directors, officers, employees, agents or representatives. Without limiting any of the representations and warranties of Seller in Article 3 of this Agreement: (a) Buyer has had the opportunity to conduct such due diligence review and analysis of information and materials regarding the Company, together with such records as are generally available to the public from local, county, state and federal authorities, record-keeping offices and courts, as Buyer deemed necessary, proper or appropriate in order to make a complete and informed decision with respect to the acquisition of the Company through the purchase of the Quota. Buyer has been allowed the opportunity to (i) visit Seller’s virtual data room and inspect and review the basis of their own independent investigation of documents SPI-900029917v22 33 and information contained therein relating to the Express Pipeline SystemCompany, its components and the risks related thereto and (ii) interview Seller’s management and discuss the Company and the Business with Seller’s management. The decision of Buyer to purchase the Company is based upon Buyer’s independent evaluation of all such information and materials. Buyer acknowledges that it has conducted sufficient due diligence, with access to expert technical and legal advice, to enable Buyer to evaluate the express written representations, warranties merits and covenants in this Agreementrisks of purchasing the Company. Without limiting the foregoing, Buyer and its Buying Affiliates expressly acknowledge the provisions except as set forth in Section 5.26. Except for the representations and warranties contained in this Article VI3, neither Buyernone of Seller, its Buying Affiliates, Seller’s Affiliates or any of their respective Affiliates nor any of their respective stockholders, trustees or Representatives, nor any other Person representatives has made any representations or is making any other representation or warranty of any kind or nature whatsoever, oral or writtenwarranties, express or implied, with respect regarding (i) the Company or the Business, (ii) the accuracy or completeness of any of the information provided or made available to Buyer, its Buying AffiliatesAffiliates or its or their directors, their respective Affiliatesofficers, their respective businessesemployees, agents or representatives in connection with the transactions contemplated by this Agreement or (iii) any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Business. As at the date hereof, Buyer has no knowledge of any breach of or inaccuracy in any of the representations and warranties of Seller in Article 3 of this Agreement. (b) Buyer confirms to Seller that (i) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks relating to its acquisition of the Company through the purchase of the Quota, (ii) subject to its rights and remedies under this Agreement, Buyer accepts all risk of monetary loss arising from or relating to its acquisition of the other Transaction Documents Company through the purchase of the Quota and (iii) none of Seller or any of Seller’s Affiliates, directors, officers, employees, agents or representatives shall have any liability or responsibility whatsoever to which Buyer or any of its Buying Affiliates is on any basis (including contract, tort or will be a party otherwise) based upon any information, documents, projections, forecasts or the Transactions. Except for the representations and warranties contained in this Article VI, (a) Buyer disclaims, on behalf of itself, its Buying Affiliates and their respective Affiliates, any other representations materials provided or warranties, whether made by available to Buyer, its Buying Affiliates, any of their respective Affiliates, any of their respective stockholders, trustees Affiliates or Representatives or any other Person and (b) Buyer disclaims, on behalf of itself, its Buying Affiliates and their respective Affiliates, all Liabilities and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to the Sellers or their respective Affiliatesdirectors, officers, employees, agents or representatives in connection with the transactions contemplated by this Agreement.

Independent Investigation; No Other Representations or Warranties. The Buyer and its Buying Affiliates acknowledge agrees that in making the decision to enter into this Agreement and to consummate the Transactions, Buyer and its Buying Affiliates have relied solely on (i) the basis of their own independent investigation none of the Express Pipeline SystemCompany, its components and the risks related thereto and (ii) upon Representative, any of the express written representations, warranties and covenants in this Agreement. Without limiting the foregoing, Buyer and its Buying Affiliates expressly acknowledge the provisions set forth in Section 5.26. Except for the representations and warranties contained in this Article VI, neither Buyer, its Buying Affiliates, Sellers or any of their respective Affiliates have made and shall not be deemed to have made, nor has the Buyer or any of their respective stockholdersits Affiliates (including Merger Sub) relied on, trustees any representation, warranty, covenant or Representatives, nor any other Person has made or is making any other representation or warranty of any kind or nature whatsoever, oral or writtenagreement, express or implied, with respect to Buyerthe Company, its Buying Affiliatesthe Subsidiaries, their respective Affiliatesbusinesses or the Transactions, other than those representations, warranties, covenants and agreements explicitly set forth in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, forecasts or budgets. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company, the Subsidiaries and their respective businesses, this Agreement(b) has been given adequate access to such information about the Company, the other Transaction Documents Subsidiaries and their respective businesses as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their respective partners, directors, officers, employees, advisors, agents, stockholders, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to which hold any such Persons liable, for any inaccuracies, misstatements or omissions with respect to any information Made Available to the Buyer or any of its Buying Affiliates is or will be a party or Affiliates; provided, that this Section 3.11 shall not preclude the Transactions. Except Buyer Indemnified Parties from asserting claims for the representations and warranties contained indemnification in this Article accordance with ARTICLE VI, (a) Buyer disclaims, on behalf of itself, its Buying Affiliates and their respective Affiliates, any other representations or warranties, whether made by Buyer, its Buying Affiliates, any of their respective Affiliates, any of their respective stockholders, trustees or Representatives or any other Person and (b) Buyer disclaims, on behalf of itself, its Buying Affiliates and their respective Affiliates, all Liabilities and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to the Sellers or their respective Affiliates.