Common use of Inspections; No Other Representations Clause in Contracts

Inspections; No Other Representations. (a) Buyer is a sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement. (b) Buyer acknowledges that, except for the representations and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Company and the Company Subsidiaries without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity), except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Without limiting the generality of the foregoing, Buyer acknowledges that no representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Company Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or the Company Subsidiaries or their respective businesses or operations, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraud.

Inspections; No Other Representations. Buyer, for and on behalf of itself and its Affiliates, hereby acknowledges and agrees that, except as expressly provided otherwise in this Agreement, the Purchased Assets are licensed or sold, as applicable, "as is" and "where is" and Buyer agrees to accept, and to cause its applicable Affiliates to accept, the Purchased Assets in the condition they are in at the Closing Date. Buyer, for and on behalf of itself and its Affiliates, hereby acknowledges and agrees that (a) Buyer is a sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such conducted its own investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed decision due diligence with respect to (i) the executionPurchased Assets, delivery (ii) the Products, and performance of this Agreement. (iii) the Contemplated Transactions, and (b) Buyer acknowledges that, except for the representations and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Company and the Company Subsidiaries without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity), except as expressly set forth in Article 3 (as modified by, and subject to, the Company related portions of Seller's Disclosure Schedules with respect thereto) and as set forth Exhibits expressly referenced in Article 3), neither Seller nor any certificate delivered, or other agreement entered into by Person has made any such Persons, in connection herewith. Without limiting the generality of the foregoing, Buyer acknowledges that no representation or warranty has been (express or is made implied) of any kind (including as to accuracy or completeness) on behalf of Seller or its Affiliates with respect to the Purchased Assets, the Products, the Contemplated Transactions, Seller, its Affiliates or their respective operations and/or any matter relating thereto (including with respect to (i) the future performance of the Purchased Assets or the Products, (ii) any projections, estimates or budgets delivered to or made available to Buyer or any of its Affiliates, or Buyer's or any of its Affiliates' counsel, accountants or advisors of future revenues, future results of operations (or any component thereof), future cash flows or flows, future financial condition (or any component thereof) of the Company and the Company Subsidiaries ), future business or future operations or (iiiii) any other information and/or documents delivered or documents made available to Buyer or any of its Affiliates, or Buyer's or any of its Affiliates' counsel, accountants or advisors advisors, or any omissions therefrom, in all events with respect to the Company or Purchased Assets, the Company Subsidiaries Products, the Contemplated Transactions, Seller, its Affiliates or their respective businesses or operations, and/or any matter relating thereto (including any information and/or documents delivered or made available during or in connection with Buyer's or any of its Affiliates' due diligence and any information and/or documents delivered or made available in any "data room")) and Buyer, for and on behalf of itself and its Affiliates, hereby expressly disclaims reliance on any representation or warranty (express or implied) of any kind (including as to accuracy or completeness) except as for those representations and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company related portions of Seller's Disclosure Schedules with respect theretoand Exhibits expressly referenced in Article 3). Buyer, or as for and on behalf of itself and its Affiliates, acknowledges and agrees that, in making its decision to enter into this Agreement and the Contemplated Transactions, Buyer is relying exclusively on (A) its own independent investigation, inspection, examination, review, analysis and determination and (B) the representations and warranties expressly set forth in any certificate delivered, or other agreement entered into by any such Persons, Article 3 (and the related portions of Seller's Disclosure Schedules and Exhibits expressly referenced in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudArticle 3).

Inspections; No Other Representations. (a) Certain of the directors and shareholders, direct or indirect, of Buyer is a sophisticated purchaserhave been, and has engaged expert advisorswere, experienced immediately prior to the date hereof, employed by Seller and its Affiliates and have been actively involved in the evaluation management of the Joint Venture. Accordingly, Buyer (i) is familiar with the Joint Venture and purchase its business, (ii) has at all times had complete and open access to the key employees, documents and facilities of companies such as the Company Joint Venture and the Company Subsidiaries as contemplated hereunder. Buyer (iii) has undertaken conducted such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the Notarial Deed and Assignment Agreement. (b) Buyer acknowledges that, except for the representations and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Company Share and the Company Subsidiaries Joint Venture in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Seller, except as expressly set forth in Article 3 (as modified by, this Agreement or the Notarial Deed and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewithAssignment Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer Buyer, its shareholders, directors or officers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Joint Venture or the future business and operations of the Company Subsidiaries Joint Venture or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company Joint Venture or the Company Subsidiaries or their respective businesses its business or operations, except except, in each case, as expressly set forth in Article 3 (as modified by, this Agreement or the Notarial Deed and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudAssignment Agreement.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company Companies and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. . Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer hereby acknowledges and affirms that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby it has relied solely on (bA) its own investigation of the Companies and (B) the representations, warranties and covenants of the Seller contained in this Agreement. Seller acknowledges and agrees that Buyer’s inspection shall not be asserted as defense against Buyer acknowledges thator its Affiliates in any proceeding alleging, except for or otherwise limit the representations rights of Buyer and warranties its Affiliates (pursuant to Section 11.02 or otherwise) with respect to, any breach of any representation or warranty expressly set forth in Article 3 (as modified bythis Agreement. Buyer acknowledges that none of Seller or any of its Affiliates, and subject tocounsel, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate deliveredadvisors, accountants or other agreement entered into by representatives makes any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Company and the Company Subsidiaries without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity), except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Without limiting the generality of the foregoing, Buyer acknowledges that no representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any Companies or any Subsidiaries or the Company future business and the Company operations of any Companies or any Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, advisors, accountants or advisors other representatives with respect to the Company any Companies or the Company any Subsidiaries or their respective businesses or operations, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudAgreement.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, and has engaged expert advisors, advisors experienced in the evaluation and purchase of companies such as the Company and its Subsidiary and the Company Subsidiaries as transactions contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the Transition Services Agreement. (b) . Buyer acknowledges thatthat it has been given access to the key employees, except for the representations documents and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none facilities of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and its Subsidiary and has undertaken, prior to the Company Subsidiariesdate hereof, their respective businesses or any other matter related to or in connection with the transactions contemplated herebysuch further investigation and review as it has deemed necessary. Buyer agrees to accept the Company and its Subsidiary in the Company Subsidiaries condition they are in at the Closing based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the HoldersSeller, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Person, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewiththis Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that no Seller has not made any representation or warranty has been or is made with respect to (ia) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or its Subsidiary or the future business and operations of the Company Subsidiaries or its Subsidiary, or (iib) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or the Company Subsidiaries its Subsidiary or their respective businesses or operations, except as expressly set forth in Article 3 (as modified bythis Agreement. The agreements, acknowledgments and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into representations made by any such Persons, in connection herewith. Notwithstanding anything herein Buyer pursuant to the contrary, neither the provisions of this Section 4.08, nor those 5.8 are made for and on behalf of Section 3.25, shall apply in the case of, or preclude any claim for frauditself.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) . Buyer acknowledges that, except for the representations and warranties expressly set forth in Article 3 (as modified by, and subject to, that the Company Disclosure Schedules with respect thereto) has given Buyer access to the key employees, documents and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none facilities of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Company and the Company Subsidiaries in the condition they are in at the Effective Time based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)person, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewiththis Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that no neither the Company nor any Stockholder has made or makes any representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Company Subsidiaries or the future business and operations of the Company and the Company Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or the Company Subsidiaries or their respective businesses or operations, except as expressly set forth in Article 3 (as modified bythis Agreement. The agreements, acknowledgements and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into representations made by any such Persons, in connection herewith. Notwithstanding anything herein Buyer pursuant to the contrary, neither the provisions of this Section 4.08, nor those are made for and on behalf of Section 3.25, shall apply in the case of, or preclude any claim for frauditself and MergerCo.

Inspections; No Other Representations. (a) Buyer is a knowledgeable about the tobacco products industry, is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as members of the Company and the Company Subsidiaries RJRI Group as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) the Transaction Documents. Buyer acknowledges thatthat Sellers have given Buyer sufficient access to the key employees, except for the representations documents and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none facilities of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature RJRI Group. Buyer will undertake prior to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company Closing such further investigation and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated herebyrequest such additional documents and information as it deems necessary. Buyer agrees to accept the Company Shares and the Company Subsidiaries Purchased Assets in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Sellers, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewithTransaction Documents. Without limiting the generality of the foregoing, Buyer acknowledges that Sellers make no representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Business or the future business and operations of the Company Subsidiaries Business or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company RJRI Companies or the Company Subsidiaries or their respective businesses or operations, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudAgreement.

Inspections; No Other Representations. (a) Parent and Buyer is a are informed and sophisticated purchaserpurchasers, and has have engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company its Subsidiaries as contemplated hereunder. Parent and Buyer has have undertaken such investigation and has been provided with and has evaluated such documents and information as it has they have deemed necessary to enable it them to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) the Transaction Documents. Buyer acknowledges thatand Parent acknowledge that The Limited and its Affiliates have given Parent and Buyer access to key employees, except for the representations documents and warranties expressly set forth in Article 3 (as modified by, and subject to, facilities of the Company Disclosure Schedules with respect thereto) and as set forth in any certificate deliveredits Subsidiaries and, or other agreement entered into by any such Persons, in connection herewith, none of to the Holders, the Holders’ Representative, extent related to the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholderSubsidiary, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or The Limited and its Affiliates, at law or in equity, with respect . Parent and Buyer will undertake prior to matters relating Closing such further investigation and request such additional documents and information as they deem necessary. Buyer and Parent agree to accept the Company Shares and the Company Subsidiariesin the condition they are in on the Closing Date based upon their own inspection, their respective businesses or any other matter related examination and determination with respect thereto as to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Company all matters, and the Company Subsidiaries without reliance upon any express or implied representations or warranties of any nature nature, whether in writing, oral or otherwise, made by or on behalf of or imputed to The Limited or any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)its Affiliates, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewiththis Agreement. Without limiting the generality of the foregoing, Parent and Buyer acknowledges acknowledge that The Limited and its Affiliates make no representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Parent or Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Buyer Buyer, Parent or its their counsel, accountants or advisors with respect to the Company Company, its Subsidiaries, The Limited, any of The Limited's Affiliates or any of the Company Subsidiaries or their respective businesses foregoing business, assets, liabilities or operations, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudAgreement.

Inspections; No Other Representations. (a) Buyer B▇▇▇▇ is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies businesses such as its acquisition of the Company and the Company Subsidiaries Purchased Interests as contemplated hereunder. Buyer Based on Seller’s representations, B▇▇▇▇ has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) . B▇▇▇▇ has undertaken prior to the date hereof all investigations and inquiries and has requested all documents and information as it deems necessary in connection with entry into this Agreement and the consummation of the Contemplated Transactions. Buyer acknowledges thatagrees that it has relied upon its own inspection, except for the representations examination and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules determination with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Company its business and the Company Subsidiaries without reliance upon any express or implied representations or warranties of any nature made by Seller or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholderof their respective Governing Persons, officerofficers, directoremployees, employee or agent or representative of any of the foregoingstockholders, whether in any individualpartners, corporate members, advisors or other capacity)representatives, except as specifically and expressly set forth in Article 3 (as modified by, and subject to, this Agreement or the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewithTransaction Agreements. Without limiting the generality of the foregoing, Buyer acknowledges that no none of Seller, the Company nor any of their respective Affiliates makes any representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Company Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or the Company Subsidiaries or their respective businesses or operationsCompany, except as for the representations and warranties expressly set forth in Article 3 (as modified by, and subject to, by the Company Seller Disclosure Schedules with respect thereto), Schedules) or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudother Transaction Agreements and the information contained in the Seller Disclosure Schedules.

Inspections; No Other Representations. (a) Buyer is a sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer has Parent have undertaken such investigation and has have been provided with and has have evaluated such documents and information as it has they have deemed necessary to enable it them to make an informed decision with respect to the execution, delivery and performance of this Agreement. (b) . Buyer acknowledges thatand Parent acknowledge that Seller has given Buyer and Parent complete and open access to the key employees, except for the representations documents and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none facilities of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company its Subsidiaries, their respective businesses or any other matter related . Buyer and Parent will undertake prior to or in connection with the transactions contemplated herebyClosing such further investigation and request such additional documents and information as it deems necessary. Buyer agrees to accept the Company Interests and the Company Subsidiaries in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, including with respect to the properties, assets and facilities of the Company and its Subsidiaries, Title Defects and environmental matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Seller, except in each case as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewiththis Agreement. Without limiting the generality of the foregoing, Buyer acknowledges and Parent acknowledge that Seller makes no representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer or Parent of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Buyer or its Parent or their counsel, accountants or advisors with respect to the Company or the Company its Subsidiaries or their respective businesses or operations, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudAgreement.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies businesses such as its acquisition of the Company and the Company Subsidiaries Shares as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) . Buyer acknowledges thatthat Seller has given Buyer complete and open access to the employees, except for the representations documents and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none facilities of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature Companies. Buyer will undertake prior to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company Closing such further investigation and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated herebyrequest such additional documents and information as it deems necessary. Buyer agrees to accept the Company Shares and the Company Subsidiaries businesses of the Companies in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by Seller or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary of its or any other Person (including any stockholdertheir respective directors, officerofficers, directoremployees, employee or agent or representative of any of the foregoingstockholders, whether in any individualpartners, corporate members, advisors or other capacity)representatives, except as specifically and expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewithArticle 4. Without limiting the generality of the foregoing, Buyer acknowledges that no none of Seller, any Company or any of its or their Affiliates makes any representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future operations, future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and businesses of the Company Subsidiaries Companies or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or businesses of the Company Subsidiaries or their respective businesses or operationsCompanies, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudArticle 4.

Inspections; No Other Representations. (a) Buyer ▇▇▇▇▇ is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies businesses such as its acquisition of the Company and the Company Subsidiaries Shares as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) . Buyer has conducted its own independent investigation of the Company Group. Buyer acknowledges thatthat Seller has given Buyer complete and open access to the employees and facilities of the Company Group and acknowledges that it has been provided to access to the documents contained in the Data Room and invited to perform onsite inspections of the Company Group’s documents, except for the representations and warranties expressly set forth in Article 3 (as modified byequipment, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated herebyfacilities. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. ▇▇▇▇▇ agrees to accept the Company Shares and the Company Subsidiaries without Group members in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and hereby disclaims reliance upon any express or implied representations or warranties of any nature made by Seller or on behalf of any Company Group members or imputed to any of their respective Representatives, except for those specifically and expressly set forth in Article 3 and in the Holderscertificate delivered pursuant to Section 8.02(c). Buyer specifically acknowledges and agrees to Seller’s and the Company Group members’ express disavowal and disclaimer of any other representations or warranties, the Holders’ Representativewhether made by Seller, the Company Group members or any of their respective Affiliates or Representatives, and of all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Buyer, its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer, its Affiliates or Representatives by any Representative or Affiliate of Seller). Accordingly, ▇▇▇▇▇ acknowledges and agrees that, without limiting the generality of this Section 4.09, neither Seller nor the Company Subsidiary Group members has made any representation or warranty with respect to any projections or other forecasts and plans. ▇▇▇▇▇ specifically acknowledges and agrees that except for the representations and warranties contained in Article 3 (as modified by the Seller Disclosure Schedule) and in the certificate delivered pursuant to Section 8.02(c), none of Seller, the Company Group members or any other Person (including makes, or has made, any stockholder, officer, director, employee other express or agent implied representation or representative warranty with respect to the Company Group members or the transactions contemplated by this Agreement. Buyer has relied solely upon the representations and warranties of any of the foregoing, whether in any individual, corporate or other capacity), except as expressly Seller set forth in Article 3 (as modified by the Seller Disclosure Schedule) and in the certificate delivered pursuant to Section 8.02(c) and has not relied upon any other information provided by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, for or other agreement entered into by any such Persons, in connection herewith. Without limiting the generality of the foregoing, Buyer acknowledges that no representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) on behalf of the Company and the Company Subsidiaries or (ii) any other information Seller, or documents made available their respective agents or representatives to Buyer or its counselAffiliates in connection with the transactions contemplated by this Agreement. ▇▇▇▇▇ acknowledges that no current or former equityholder, accountants director, officer, employee, affiliate or advisors with respect to advisor of the Company has made or the Company Subsidiaries or their respective businesses or operationsis making any representations, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto)warranties, or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to commitments whatsoever regarding the contrary, neither the provisions subject matter of this Section 4.08Agreement, nor those of Section 3.25, shall apply in the case of, express or preclude any claim for fraudimplied.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) Buyer acknowledges that. To the knowledge of Buyer, except for the representations and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company Seller and the Company Subsidiarieshave given Buyer complete and open access to the key employees, their respective businesses or any other matter related documents and facilities of the Company. Buyer will undertake prior to or in connection with the transactions contemplated herebyClosing such further investigation and request such additional documents and information as it deems necessary. Buyer agrees to accept the Company Membership Interests and the Company Subsidiaries in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of Seller or the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Company, except as for the representations and warranties of Seller expressly set forth in Article 3 this Agreement. (as modified byb) Buyer acknowledges that, except for the representations and subject to, the Company Disclosure Schedules with respect thereto) and as warranties expressly set forth in this Agreement, none of Seller, any certificate deliveredof its Affiliates (including the Company), or any of their respective representatives has made or is making any express or implied representation or warranty of any nature to Buyer, its Affiliates or any of their representatives, at law or in equity, with respect to Seller, any of its Affiliates (including the Company) or any other agreement entered into by matter related to the transactions contemplated hereby, and Buyer hereby expressly disclaims reliance on any such Persons, in connection herewithother representations or warranties (including as to the accuracy or completeness of any information provided to Buyer). Without limiting the generality of the foregoing, Buyer acknowledges that (i) the Company and Seller make no representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Company Subsidiaries or (“Forecasts”), (ii) any other information or documents made available to Buyer the Forecasts, although prepared by Seller or its counsel, accountants or advisors with respect to the Company or the Company Subsidiaries Affiliates (or their respective businesses representatives) in good faith, may not have not been prepared in accordance with GAAP or operationsstandards applicable under any securities laws, except as expressly set forth in Article 3 (as modified byreflect numerous assumptions and are subject to material risks and uncertainties, and subject to(iii) the actual future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Disclosure Schedules with respect thereto)may vary, or as set forth in any certificate deliveredperhaps materially, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to from the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudForecasts.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies property and assets such as the Company and the Company Subsidiaries Purchased Assets as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) . Buyer acknowledges thatthat Seller has given Buyer access to the key employees, except for the representations documents and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none facilities of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated herebyBusiness. Buyer agrees to accept the Company Purchased Assets in the condition they are in on the Closing Date based upon its own inspection, examination and the Company Subsidiaries determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Seller, except as expressly set forth in Article 3 this Agreement or any other Transaction Document to which it is a party. (as modified bya) Buyer acknowledges that, except for the representations and subject to, the Company Disclosure Schedules with respect thereto) and as warranties expressly set forth in Article 3 or in any certificate deliveredother Transaction Document to which it is a party, Seller has not made, and is not making, any express or implied representation or warranty of any nature to Buyer, its Affiliates or any of their representatives, at law or in equity, with respect to the Business, Seller or any of its Affiliates or any other agreement entered into by matter related to the transactions contemplated hereby, and Buyer hereby expressly disclaims reliance on any such Persons, other representations or warranties not set forth in connection herewithArticle 3 or in any other Transaction Document to which it is a party (including as to the accuracy or completeness of any information provided to Buyer). Without limiting the generality of the foregoing, Buyer acknowledges that except as set forth in Article 3 or any other Transaction Document to which it is a party (i) Seller makes no representation or warranty has been or is made with respect to (iA) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof)operations, future cash flows or future financial condition (or any component thereof) of the Company Business or the future business and operations of the Company Subsidiaries Business (“Forecasts”) or (iiB) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or the Company Subsidiaries or their respective businesses or operationsBusiness, except as expressly set forth in Article 3 this Agreement and (as modified byii) the Forecasts have not been prepared in accordance with GAAP or standards applicable under any securities laws, such Forecasts reflect numerous assumptions and are subject to material risks and uncertainties, and subject toactual results may vary, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudperhaps materially.

Inspections; No Other Representations. (a) Buyer is a sophisticated purchaserhas conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and has engaged expert advisors, experienced in the evaluation and purchase prospects of companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer other Transferred Entities and has undertaken such investigation investigation, and has been provided with and has evaluated such documents and information as it has deemed necessary requested, to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) Buyer acknowledges that, except for the representations and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company Agreement and the Company Subsidiaries, their respective businesses or any other matter related Transaction Documents to or in connection with the transactions contemplated herebywhich Buyer is a party. Buyer agrees to accept the Company Shares and the Company Subsidiaries (including the other Transferred Entities) in the condition they are in on the Closing Date based upon their own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Seller, except as expressly set forth in Article this Agreement. Except for the representations and warranties set forth in ‎Article 3 (as modified byby the Seller Disclosure Schedule), Buyer (on behalf of itself and its Affiliates) acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of Seller or any of its Affiliates, and subject toSeller hereby disclaims, and Buyer (on behalf of itself and its Affiliates) hereby disclaims any reliance upon, any such representation or warranty, and notwithstanding the Company Disclosure Schedules delivery or disclosure to Buyer, or any of its Representatives or Affiliates of any documentation or other information by Seller or any of its Representatives or Affiliates with respect thereto) and as set forth in to any certificate delivered, one or other agreement entered into by any such Persons, in connection herewithmore of the foregoing. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty has been or is made except for the representations and warranties set forth in ‎Article 3 (as modified by the Seller Disclosure Schedule) with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Company Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company Transferred Entities or the Company Subsidiaries future business and operations of the Transferred Entities. Buyer acknowledges that no employee or their respective businesses representative of Seller or operations, except as expressly set forth any of its Affiliates has been authorized to make any statements or representations other than those specifically contained in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudAgreement.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies businesses such as its acquisition of the Company and the Company Subsidiaries Purchased Interests as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) . Buyer acknowledges thatthat Seller has given Buyer sufficient access to the employees, except for the representations documents and warranties expressly set forth in Article 3 (as modified by, and subject to, facilities of the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) Entities. B▇▇▇▇ has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating undertaken prior to the Company date hereof all investigations and the Company Subsidiaries, their respective businesses or any other matter related to or inquiries and has requested all documents and information as it deems necessary in connection with entry into this Agreement and the transactions contemplated herebyconsummation of the Transactions. Buyer agrees to accept the Company Purchased Interests, the Business and the operations of the Company Subsidiaries Entities in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by Seller or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company Entities or any Company Subsidiary or any other Person (including any stockholderof their respective directors, officerofficers, directoremployees, employee or agent or representative of any of the foregoingunitholders, whether in any individualstockholders, corporate partners, members, advisors or other capacity)representatives, except as specifically and expressly set forth in Article 3 (as modified by, and subject to, qualified by the Company Seller Disclosure Schedules with respect theretoSchedule) and as set forth in or any certificate delivered, delivered by or other agreement entered into by any such Persons, on behalf of Seller in connection herewith. with this Agreement. (b) Without limiting the generality of the foregoing, Buyer acknowledges that no that, other than the express representations or warranties set forth in Article 3 (as qualified by the Seller Disclosure Schedule) or any certificate delivered by or on behalf of Seller in connection with this Agreement, none of Seller, the Company Entities or any of their respective Affiliates makes any representation or warranty has been or is made with respect to (i) any projections, estimates estimates, forecasts, or budgets delivered to or made available to Buyer of future operations, future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and Entities or the Company Subsidiaries Business, or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company Entities or the Company Subsidiaries Business. (c) B▇▇▇▇ is entering into this Agreement and agrees to consummate the Transactions without reliance upon any express or their respective businesses implied representations or operationswarranties of any nature made by Seller or any of its directors, officers, employees, unitholders, stockholders, partners, members, advisors or other representatives, except as specifically and expressly set forth in Article 3 (as modified by3, and subject to, the Company Disclosure Schedules with respect thereto)any Transaction Agreement to which Seller is a party, or any certificate delivered by or on behalf of Seller in connection with this Agreement or the Transactions. Except as expressly and specifically set forth in this Article 4 or in any other Transaction Agreement to which Buyer is or will be party or in any certificate deliveredexpressly required to be delivered by Buyer to Seller under this Agreement, none of Buyer or any of its Affiliates, nor any of its and their respective directors, officers, employees, unitholders, stockholders, partners, members, advisors or other Representatives has made, or other agreement entered into by is making and shall not be construed as having made or making, any express or implied representation or warranty whatsoever to Seller or any of its Affiliates and no such Persons, party shall be liable in connection herewith. Notwithstanding anything herein respect of the accuracy or completeness of any information provided to the contrary, neither the provisions Seller or any of this Section 4.08, nor those of Section 3.25, shall apply in the case ofits Affiliates, or preclude any claim of their respective directors, officers, employees, unitholders, stockholders, partners, members, advisors or other representatives. Further, Buyer and each of its Affiliates expressly disclaim any and all liability and responsibility for fraudany representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to Seller or any other Person, except for the representations and warranties provided by Buyer in this Article 4 (including the Seller Disclosure Schedule) any other Transaction Agreement or any certificate expressly required to be delivered by Buyer to Seller under this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED BY BUYER IN THIS ARTICLE 4 (INCLUDING THE SELLER DISCLOSURE SCHEDULE) OR IN ANY OTHER TRANSACTION AGREEMENT TO WHICH BUYER IS OR WILL BE PARTY OR IN ANY CERTIFICATE EXPRESSLY REQUIRED TO BE DELIVERED BY BUYER TO SELLER UNDER THIS AGREEMENT, NEITHER BUYER NOR ANY OF ITS AFFILIATES MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES TO SELLER OR ANY OF ITS AFFILIATES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO BUYER, SPONSOR, THE DEBT FINANCING SOURCES, BUYER’S OTHER AFFILIATES OR ANY OF THEIR RESPECTIVE BUSINESSES, OPERATIONS, PROPERTIES, LIABILITIES OR OBLIGATIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) Buyer acknowledges that, except for the representations and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Company Shares and the Company Subsidiaries in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Seller, except as expressly set forth in Article this Agreement. (b) Buyer acknowledges that, except for the representations and warranties expressly set forth in Articles 3 (as modified byand 4, and subject tonone of Seller, the Company, or any of their respective Affiliates or representatives has made or is making any express or implied representation or warranty of any nature to Buyer, its Affiliates or any of their representatives, at law or in equity, with respect to Seller, the Company Disclosure Schedules with respect thereto) and as set forth in or any certificate deliveredof their respective Affiliates or any other matter related to the transactions contemplated hereby, or other agreement entered into by and, subject to the last sentence of this Section 5.09, Buyer hereby expressly disclaims reliance on any such Persons, in connection herewithother representations or warranties (including as to the accuracy or completeness of any information provided to Buyer). Without limiting the generality of the foregoing, Buyer acknowledges that (i) the Company and Seller make no representation or warranty has been or is made with respect to (iA) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the future business and operations of the Company Subsidiaries (“Forecasts”) or (iiB) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or the Company Subsidiaries or their respective its businesses or operations, except as expressly set forth in Article 3 this Agreement and (as modified byii) the Forecasts have not been prepared in accordance with GAAP or standards applicable under any securities laws, such Forecasts reflect numerous assumptions and are subject to material risks and uncertainties, and subject toactual results may vary, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewithperhaps materially. Notwithstanding anything herein to the contrarycontrary contained herein, neither the provisions of nothing in this Section 4.085.09 will limit, nor those of Section 3.25in any way, shall apply any rights that Buyer may have to bring, pursue or prosecute a claim or action grounded in the case of, or preclude any claim for fraudFraud.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies businesses, properties and assets such as its acquisition of the Company and the Company Subsidiaries Purchased Units as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) Buyer acknowledges that, except for the representations and warranties expressly set forth in Article 3 (as modified byconsummation of the Transactions, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none purchase of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) Purchased Units. B▇▇▇▇ acknowledges that it has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating undertaken prior to the Company date hereof all investigations and the Company Subsidiaries, their respective businesses or any other matter related to or inquiries and has requested all documents and information as it deems necessary in connection with entry into this Agreement and the transactions contemplated herebyconsummation of the Transactions. Buyer B▇▇▇▇ agrees to accept the Company Purchased Units in the condition they are in on the Closing Date based upon its own inspection, examination and the Company Subsidiaries determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ RepresentativeSeller, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Person, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith‎Article 3. Without limiting the generality of the foregoing, Buyer acknowledges that no none of Seller, the Company or any other Person is making, has made or will be construed as making or having made, and Buyer is not relying upon, any express or implied representation or warranty has been or is made of any nature with respect to (i) any projectionsthe Purchased Units or the Company, estimates whether in law or budgets delivered to or made available to Buyer of future revenuesin equity, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Company Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors Representatives with respect to the Company or business of the Company and its Subsidiaries (and no such party shall be liable in respect of the accuracy or their respective businesses completeness of such information or operationsdocuments), in each case except as expressly set forth in Article 3 ‎Article 3. As a substantial inducement to Seller’s willingness to enter into this Agreement, Buyer hereby expressly disclaims (as modified byon behalf of itself, its Affiliates and its and its Affiliates’ Representatives) reliance on any such other representations or warranties. (b) Without limiting the generality of the foregoing, to the extent that B▇▇▇▇ has received any budgets, forecasts, estimates and projections, statements of intent or statements of opinion, including projected financial statements, cash flow and revenue items, results of operations, financial condition, capital expenditure budgets, other financial information, market intelligence and predictions and certain business plan information, including in any information memorandum, any management presentations or any other information, Buyer acknowledges and agrees that, (i) there are uncertainties inherent in attempting to make such projections and forecasts and, accordingly, B▇▇▇▇ is not relying on them, (ii) Buyer is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts, (iii) Buyer has no claim under or in connection with this Agreement against anyone with respect to the accuracy of such projections and forecasts, and subject to(iv) none of the Company, the Company Disclosure Schedules any Seller or any of their respective Affiliates or Representatives makes any express or implied representation or warranty with respect thereto), to such projections and forecasts or as set forth any other similar information or documents made available to Buyer (whether orally or in any certificate delivered, writing) or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein its Representatives with respect to the contrary, neither business of the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudCompany.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) . Buyer acknowledges that, except for the representations will undertake prior to Closing such further investigation and warranties expressly set forth in Article 3 (request such additional documents and information as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated herebyit deems necessary. Buyer agrees to accept the Company and the Company Subsidiaries in the condition they are in at the Effective Time based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)person, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewiththis Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that no neither the Company nor any Stockholder has made or makes any representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Company Subsidiaries or (ii) the future business and operations of the Company and the Company Subsidiaries or any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or the Company Subsidiaries or their respective businesses or operations, except as expressly set forth in Article 3 (as modified bythis Agreement. The agreements, acknowledgements and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into representations made by any such Persons, in connection herewith. Notwithstanding anything herein Buyer pursuant to the contrary, neither the provisions of this Section 4.08, nor those are made for and on behalf of Section 3.25, shall apply in the case of, or preclude any claim for frauditself and MergerCo.

Inspections; No Other Representations. (a) Each of Buyer is a sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement. (b) Buyer Merger Sub acknowledges that, except for the representations and warranties expressly set forth in Article 3 (as modified by, and subject to, in the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewithTransaction Documents, none of the Holders, the HoldersStockholders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Each of Buyer and Merger Sub agrees to accept the Company and the Company Subsidiaries without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity), except as expressly set forth in Article 3 (as modified by, and subject to, in the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewithTransaction Documents. Without limiting the generality of the foregoing, each of Buyer and Merger Sub acknowledges that no representation or warranty has been or is made with respect to to (ia) any projections, estimates or budgets delivered to or made available to Buyer or any of its Affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Company Subsidiaries or the future business and operations of the Company and the Company Subsidiaries or (iib) any other information or documents made available to Buyer or its Affiliates or its or their counsel, accountants or advisors with respect to the Company or the Company Subsidiaries or their respective businesses or operations, except in each case as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudTransaction Documents.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, purchaser and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) . Buyer acknowledges thatthat the Stockholders have given Buyer complete and open access to the key employees, except for the representations documents and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none facilities of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related . Buyer will undertake prior to or in connection with the transactions contemplated herebyClosing such further investigation and request such additional documents and information as it deems necessary. Buyer agrees to accept the Company and Subsidiaries, in the Company Subsidiaries condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Stockholders, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewiththis Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that the Stockholders make no representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Subsidiaries or the future business and operations of the Company and the Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or the Company Subsidiaries or their respective businesses or operations, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudAgreement.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, purchaser and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company its Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and each other Transaction Agreement. (b) . Buyer acknowledges thatthat Seller has given Buyer complete and open access to the key employees, except for the representations documents and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none facilities of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company its Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Company Shares and the Company and its Subsidiaries in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Seller, except as expressly set forth in Article 3 (as modified by, and subject to, this Agreement or the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewithTransaction Agreements. Without limiting the generality of the foregoing, Buyer acknowledges that no neither Seller nor any of its Affiliates nor any of their respective representatives makes or has made any representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer or its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors Representatives with respect to the Company or the Company and its Subsidiaries or their respective businesses or operations, except as expressly set forth in Article 3 (as modified by, and subject to, this Agreement or the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudTransaction Agreements.

Inspections; No Other Representations. (a) Buyer ▇▇▇▇▇ is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of businesses such as the Business and companies such as the Company and the Company Subsidiaries Acquired Companies as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) . Buyer acknowledges thatthat Parent has given Buyer access to the key employees, except for the representations documents and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none facilities of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company Business and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated herebyAcquired Companies. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. ▇▇▇▇▇ agrees to accept the Company Sold VS Interests, the Sold GP Interests, the Business and the Company Subsidiaries without reliance Acquired Companies in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters. Buyer is not relying (and Buyer has not relied) on any express or implied representations or warranties of any nature (including as to the accuracy or completeness of any information provided to Buyer) made by or on behalf of of, or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Parent, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith3. Without limiting the generality of the foregoing, Buyer acknowledges that Parent makes no representation or warranty has been or is made with respect to (i) any projections, estimates forecasts or other estimates, plans or budgets delivered to or made available to Buyer or any of its Representatives or Affiliates of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business or the Acquired Companies or the future business, operations or affairs of the Business or any Acquired Company and the Company Subsidiaries or (ii) any other information or documents made available to Buyer or any of its counsel, accountants Representatives or advisors Affiliates with respect to the Company Business or the Company Subsidiaries Acquired Companies or their respective businesses or operationsoperations (including as to the accuracy and completeness of any such information), except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraud3.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of equity interests such as the Interests and companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such a sufficient investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) Buyer acknowledges that, except for the representations and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Interests and the assets and properties of the Company and its Subsidiaries in the Company Subsidiaries condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of Seller or the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Company, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewiththis Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller and the Company make no representation or warranty has been or is made with respect to (i) any projectionsprojections (including with respect to any future development projects and/or the viability thereof), estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows flows, or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business, operations and growth projects and developments of the Company Subsidiaries or its Subsidiaries, (ii) the taxation of or the characterization for tax purposes of any income, profits, revenues or receipts of the Company or its Subsidiaries, or (iiiii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company Interests or the Company Subsidiaries or their respective its assets, businesses or operations, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudAgreement.

Inspections; No Other Representations. (a) Buyer is a sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such Except as the Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement. (b) Buyer acknowledges that, except for the representations and warranties expressly set forth in Article 3 (as modified by3, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Company Subject Shares and the Company and its Subsidiaries in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Freeport. Except as provided in Article 3, Buyer acknowledges that neither Freeport nor any of the Holdersits Affiliates, the Holders’ Representativenor any of their respective directors, the Company officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Buyer or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity), except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewithits Affiliates. Without limiting the generality of the foregoing, Buyer acknowledges that Freeport makes no representation or warranty has been or is made hereunder with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business and operations of the Company or any of its Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or the Company any of its Subsidiaries or their respective businesses or operations, except as expressly set forth in Article 3 (3. Except as modified byprovided in this Article 4, and subject toneither Buyer nor any of its Affiliates, the Company Disclosure Schedules with respect thereto)nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or as set forth in is making, any certificate delivered, representation or other agreement entered into by warranty whatsoever to Freeport or any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudits Affiliates.

Inspections; No Other Representations. (a) Buyer Parent is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company its Subsidiaries as contemplated hereunder. Buyer Parent has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) Buyer acknowledges that, except for the representations and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating . Parent will undertake prior to the Company Effective Time such further investigation and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated herebyrequest such additional documents and information as it deems necessary. Buyer Parent agrees to accept the Company and its Subsidiaries in the Company Subsidiaries condition they are in at the Effective Time based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Person, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewiththis Agreement. Without limiting the generality of the foregoing, Buyer Parent acknowledges that no the Company has not made and does not make any representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer Parent of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Buyer Parent or its counsel, accountants or advisors with respect to the Company or the Company its Subsidiaries or their respective businesses or operations, except as expressly set forth in Article 3 (as modified bythis Agreement. The agreements, acknowledgements and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into representations made by any such Persons, in connection herewith. Notwithstanding anything herein Parent pursuant to the contrary, neither the provisions of this Section 4.08, nor those are made for and on behalf of Section 3.25, shall apply in the case of, or preclude any claim for frauditself and Merger Subsidiary.

Inspections; No Other Representations. (a) Buyer Enterprise is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company General Partner and assets such as the Company Subsidiaries Subject Interests as contemplated hereunder. Buyer Enterprise has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) Buyer Agreement and the other Transaction Documents to which it is a party. Enterprise acknowledges thatthat each Contributing Party has given Enterprise complete and open access to the employees, except for the representations documents and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none facilities of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company General Partner and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated herebyOiltanking MLP Entities. Buyer Enterprise agrees to accept the Company Subject Interests on the Closing Date based upon its own inspection, examination and the Company Subsidiaries determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)a Contributing Party, except as expressly set forth in Article 3 (as modified by, this Agreement and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewithTransaction Documents. Without limiting the generality of the foregoing, Buyer Enterprise acknowledges that each Contributing Party makes no representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer Enterprise of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company General Partner or any Oiltanking MLP Entity or the future business and operations of the Company Subsidiaries General Partner or any Oiltanking MLP Entity or (ii) any other information or documents made available to Buyer Enterprise or its counsel, accountants or advisors with respect to the Company Subject Interests, the General Partner or the Company Subsidiaries any Oiltanking MLP Entity or their respective businesses or operations, except as expressly set forth in Article 3 (as modified by, and subject to, this Agreement or the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudTransaction Documents.

Inspections; No Other Representations. (a) Buyer is a sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) . Buyer acknowledges thatthat TISM has given Buyer access to the key employees, except for the representations documents and warranties expressly set forth in Article 3 (as modified byfacilities of TISM, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Buyer agrees to accept TISM, the Company and the Company Subsidiaries in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary TISM or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Person, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewiththis Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that TISM and its stockholders make no representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition of the Company and the Subsidiaries (or any component thereof) or the business and operations of the Company and the Company Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to TISM, the Company or Company, the Company Subsidiaries or their respective businesses or operations, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto)this Agreement. Nothing in this Section 5.09 shall modify or limit, or as be construed to modify or limit, any ---- right provided to Buyer or its Affiliates under this Agreement to enforce (or to obtain any remedy by reason of any inaccuracy in or violation of) any representation, warranty, covenant or agreement expressly set forth in this Agreement or in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudprovided hereunder.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies property and assets such as the Company and the Company Subsidiaries Purchased Assets as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) Buyer acknowledges that, except . Except for the representations and warranties expressly set forth in Article 3 ‎Article 3, Buyer (as modified by, on behalf of itself and subject to, the Company Disclosure Schedules with respect theretoits Affiliates) acknowledges and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied agrees that no representation or warranty of any nature to Buyer kind whatsoever, express or its Affiliatesimplied, at law or in equity, with respect is made or shall be deemed to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Company and the Company Subsidiaries without reliance upon any express or implied representations or warranties of any nature have been made by or on behalf of Seller or imputed any of its Affiliates, and Seller hereby disclaims, and Buyer (on behalf of itself and its Affiliates) hereby disclaims any reliance upon, any such representation or warranty, notwithstanding the delivery or disclosure to Buyer or any of its representatives or Affiliates of any documentation or other information by the Seller or any of its representatives or Affiliates with respect to any of the Holders, the Holders’ Representative, the Company one or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any more of the foregoing, whether in any individual, corporate or other capacity), except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty has been or is made with respect to (i) the future performance of the Business or the Purchased Assets, including any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of with respect to the Company and Purchased Assets, the Company Subsidiaries Business or the Assumed Liabilities, or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company Purchased Assets, the Business or the Company Subsidiaries or their respective businesses or operationsAssumed Liabilities, except except, in each case, as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudAgreement.

Inspections; No Other Representations. (a) Buyer is a an informed and sophisticated purchaser, purchaser and has engaged expert advisors, advisors experienced in the evaluation and purchase of companies businesses such as its acquisition of the Company and the Company Subsidiaries Shares as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) . Buyer acknowledges thathas undertaken prior to the date hereof all investigations and inquiries and has requested all documents and information as it deems necessary in connection with entry into this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees to accept the Shares and the Business in the condition they are in on the Closing Date based upon its own inspection, except examination and determination with respect thereto as to all matters. Except for the representations and warranties expressly set forth in Article ‎Article 3 (as modified by, and subject to, by the Company Seller Disclosure Schedules with respect theretoSchedule) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewithdelivered pursuant hereto, none of the Holders, the Holders’ Representative, the Seller or any Company or any Company Subsidiary or any other Person acting on of their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) respective Related Parties has made or is making making, and shall not be construed as having made or making, any express or implied representation or warranty of any nature to Buyer or its AffiliatesRelated Parties, at law or in equity, with respect to matters relating to Seller, the Company and the Company SubsidiariesCompanies, or any other Person, their respective Related Parties, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. , and, as a substantial inducement to Seller’s willingness to enter into this Agreement, Buyer agrees to accept the Company hereby represents, warrants, covenants and the Company Subsidiaries without agrees, on behalf of itself and its Related Parties, and expressly disclaims reliance upon on, any express or implied such other representations or warranties (including as to the accuracy or completeness of any nature made by information provided to Buyer or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacityits Related Parties), except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewithcase of Fraud. Without limiting the generality of the foregoing, except for the representations and warranties contained in ‎Article 3 of this Agreement (as modified by the Seller Disclosure Schedule) and any certificate delivered pursuant hereto, Buyer acknowledges and agrees that no none of Seller, the Companies or their respective Related Parties has made or is making any representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer or its Related Parties of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Companies or any other Person or the future business and operations of the Company Subsidiaries Companies or any other Person or (ii) any other information or documents made available to Buyer or its counselRelated Parties whether orally or in writing (including in the “data room”, accountants functional “break-out” discussions, responses to questions submitted on behalf of Buyer or advisors its Related Parties or otherwise) with respect to the Company Companies or the Company Subsidiaries any other Person or their respective businesses or operationsoperations (including as to the accuracy or completeness of any such information or documents), except as for the representations and warranties expressly set forth in Article ‎Article 3 (as modified byby the Seller Disclosure Schedule) and any certificate delivered pursuant hereto and that, should the Closing occur, except for the representations and subject to, the Company Disclosure Schedules with respect thereto), or as warranties expressly set forth in ‎Article 3 (as modified by the Seller Disclosure Schedule) and any certificate delivereddelivered pursuant hereto, Buyer shall acquire the Companies in an “as is” condition and on a “where is” basis and “with all faults” and, in each case, without any representation or warranty of any kind, express or implied, written or oral, statutory or otherwise, at law or in equity, of any nature, in respect of Seller, the Companies or any other Person, the Equity Interests of the Companies or any of the assets, properties, liabilities, businesses, operations or affairs of Seller, the Companies or any other Person, including with respect to any express or implied warranties relating to (A) merchantability, quality, quantity, suitability or fitness for any particular purpose, (B) the operation of the Companies by Buyer after the Closing, (C) the probable success or profitability of the Business after the Closing and (D) the non-infringement, misappropriation or other agreement entered into by violation of third party intellectual property, and any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudother purported representations and warranties are expressly disclaimed.

Inspections; No Other Representations. (a) 4.9.1 Buyer is a an informed and sophisticated purchaser, and has engaged expert advisors, experienced (directly or through the Equity Investors) in the evaluation and purchase of companies such as the Company aircraft and the Company Subsidiaries related assets and of ownership interests in aircraft and related assets as contemplated hereunderunder this Agreement. Buyer has undertaken made such investigation investigations and examinations, engaged such experts and counsel and has been provided with and has evaluated all such documents and information as it has deemed necessary to enable it to make an informed decision evaluate the merits and risks associated with respect to the execution, delivery and performance of this AgreementAgreement and the purchase of the Specified Ownership Interests and the Additional Assets and the assumption of the Assumed Liabilities. (b) 4.9.2 Buyer acknowledges that, except for the representations and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in that neither any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of Selling Party nor any of their directors, officers, employees, Affiliates, agents or representatives (the foregoing, whether in "IDENTIFIED PARTIES") makes any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature kind or character whatsoever (whether express or implied, oral or written) as to, or assumes any responsibility for, the accuracy, adequacy or completeness of any information or documents heretofore or hereafter furnished to Buyer or its Affiliates, at law or in equity, with respect to matters relating to the Company and the Company Subsidiaries, their respective businesses or any other matter related to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Company and the Company Subsidiaries without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Selling Party, except as otherwise expressly set forth provided in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewiththis Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that no Identified Party makes any representation or warranty has been warranty, express or is made implied, with respect to (ia) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereofof its components), future cash flows or future financial condition (or any component thereofof its components) of any of the Asset Owning Entities or the Owner Trusts, (b) the future business and operations of any of the Asset Owning Entities or the Owner Trusts, (c) the nature, quality or condition (financial, physical or otherwise) of the Company and Additional Assets or of the Company Subsidiaries Asset Owning Entities or the Owner Trusts or their assets or properties, or (iid) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to any of the Company Specified Ownership Interests, the Additional Assets, the Assumed Liabilities or the Company Subsidiaries Asset Owning Entities or the Owner Trusts or their respective assets and liabilities, businesses and operations or operationsany other matters, except in each case as expressly set forth in this Agreement. 4.9.3 Buyer shall not assert any claim against any Identified Party or hold any Identified Party liable for any inaccuracies, misstatements or omissions with respect to any documents or information, whether written or oral (other than, as to Seller only, the representations and warranties of Seller contained in this Agreement) furnished by any Identified Party concerning the Specified Ownership Interests, the Additional Assets, the Assumed Liabilities or the Asset Owning Entities or the Owner Trusts or their respective assets and liabilities, businesses and operations or any other matters. Buyer acknowledges that, except for the representations and warranties expressly set forth in this Agreement, neither it nor any of its Affiliates or its and their directors, officers, members, employees, agents, advisors (including financial advisors, counsel and accountants), shareholders, owners and controlling persons has relied upon (a) the accuracy or completeness of any information provided to Buyer in connection with the transactions contemplated hereby or (b) any representations or warranties of any nature made by or on behalf of or imputed to any Identified Party, and Buyer further acknowledges that, in entering into this Agreement, it has relied solely on its own investigation of the Business and the representations and warranties expressly set forth in this Agreement, subject to the limitations and restrictions specified herein. 4.9.4 SELLER HEREBY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER REGARDING THE MERCHANTABILITY, MARKETABILITY, PROFITABILITY, FUTURE PERFORMANCE, USAGE, FITNESS FOR A PARTICULAR PURPOSE OR WORKMANSHIP WITH RESPECT TO ANY OF THE ADDITIONAL ASSETS OR THE ASSETS OR PROPERTIES OF THE ASSET OWNING ENTITIES OR THE OWNER TRUSTS (OR ANY OF THEIR RESPECTIVE SUBSIDIARIES) OR ANY PART THEREOF. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS (AND SOLELY TO THE EXTENT) SET FORTH IN THIS AGREEMENT, THE ADDITIONAL ASSETS AND THE ASSETS AND PROPERTIES OF THE ASSET OWNING ENTITIES OR THE OWNER TRUSTS (OR ANY OF THEIR RESPECTIVE SUBSIDIARIES) WHICH BUYER IS ACQUIRING INDIRECTLY AS A RESULT OF ITS PURCHASE OF THE SPECIFIED OWNERSHIP INTERESTS ARE BEING ACQUIRED "AS IS, WHERE IS" ON THE CLOSING DATE OR THE RELEVANT DEFERRED DATE (AS APPLICABLE) IN THEIR THEN PRESENT CONDITION. Buyer agrees to accept the Additional Assets and the assets and properties of the Asset Owning Entities and the Owner Trusts in the condition they are in on the Closing Date or the relevant Deferred Date, as the case may be, based upon its own analysis and determination with respect to all matters, including the Aircraft, the Engines, the Lease Documents, the Manuals and Technical Records and insurance policies, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, any Seller Party or any Indemnified Party, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudAgreement.

Inspections; No Other Representations. (a) Buyer is a Parent and Sub are informed and sophisticated purchaserpurchasers, and has have engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer has Parent and Sub have undertaken such investigation and has have been provided with and has have evaluated such documents and information as it has they have deemed necessary to enable it them to make an informed decision and intelligent decisions with respect to the execution, delivery and performance of this Agreement. (b) Buyer acknowledges that, except for the representations . Parent and warranties expressly set forth in Article 3 (as modified by, Sub acknowledge that Company has given each of Parent and subject to, the Company Disclosure Schedules with respect thereto) Sub complete and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, with respect to matters relating open access to the key employees, documents and facilities of Company and the Company Subsidiaries, their respective businesses or any other matter related . Parent and Sub will undertake prior to or Closing such further investigation and request such additional documents and information as they deem necessary. Parent and Sub agree that the satisfaction of the conditions set forth in connection with the transactions contemplated hereby. Buyer agrees to accept the Company Article 8 and the acquisition of Company Subsidiaries in the Merger shall be based upon their own inspection, examination and determination with respect thereto, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the HoldersCompany, the Holders’ Representativeexcept, the Company or any Company Subsidiary or any other Person (including any stockholderin each case, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity), except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewiththis Agreement. Without limiting the generality of the foregoing, Buyer acknowledges Parent and Sub acknowledge that Company makes no representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer Parent or Sub of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Company and the Company Subsidiaries or the future business and operations of Company and the Company Subsidiaries or (ii) any other information or documents made available to Buyer Parent, Sub or its their respective counsel, accountants or advisors with respect to the Company or the Company Subsidiaries or their respective businesses or operations, except as expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, neither the provisions of this Section 4.08, nor those of Section 3.25, shall apply in the case of, or preclude any claim for fraudAgreement.

Inspections; No Other Representations. (a) Buyer Each of Parent and Merger Sub is a an informed and sophisticated purchaser, party and has engaged expert advisors, experienced advisors in connection with the evaluation transactions contemplated herein. Each of Parent and purchase of companies such as the Company and the Company Subsidiaries as contemplated hereunder. Buyer Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. (b) Buyer . Each of Parent and Merger Sub acknowledges that, except for the representations and warranties expressly set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedules with respect thereto) and as set forth in any certificate delivered, or other agreement that it has entered into by any such Personsthis Agreement based upon its own inspection, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity) has made or is making any express or implied representation or warranty of any nature to Buyer or its Affiliates, at law or in equity, examination and determination with respect to matters relating to the businesses of the Company and the Company Subsidiaries, their respective businesses or any other matter related its Subsidiaries as to or in connection with the transactions contemplated hereby. Buyer agrees to accept the Company all matters and the Company Subsidiaries without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any of the Holders, Equityholders or the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including any stockholder, officer, director, employee or agent or representative of any of the foregoing, whether in any individual, corporate or other capacity)Company, except as expressly set forth in Article 3 (as modified byqualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 10.04 and the introduction to Article 3). (b) Each of Parent and Merger Sub acknowledges that, except as provided in Article 3 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 10.04 and subject tothe introduction to Article 3) (but without limiting any representations and warranties in any other Transaction Document), none of the Equityholders, the Company Disclosure Schedules or any of their respective Affiliates, nor any of their respective directors, officers, employees, shareholders, partners, members or representatives or any other Person, has made, or is making, any express or implied representation or warranty of any nature whatsoever to Parent, Merger Sub or any of their respective Affiliates and, except in the case of common law fraud and except with respect thereto) to the representations and as set forth warranties made by the Company in Article 3 and the covenants and agreements made by the Company in this Agreement, no such party shall be liable in respect of the accuracy or completeness of any information provided to Parent or Merger Sub or any of their respective Affiliates, including in any certificate delivered“data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or other agreement entered into by any such Persons, in connection herewithwith, this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, Buyer except with respect to the representations and warranties made by the Company in Article 3 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 10.04 and the introduction to Article 3) and the covenants and agreements made by the Company in this Agreement, each of Parent and Merger Sub acknowledges that no none of the Equityholders nor the Company makes any representation or warranty has been or is made with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer Parent, Merger Sub or their respective Affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Buyer Parent, Merger Sub or its their respective Affiliates (or their respective counsel, accountants or advisors advisors) with respect to the Company or the Company and its Subsidiaries or their respective businesses or operationsoperations (including as to the accuracy or completeness of any such information or documents), except as expressly set forth including in Article 3 (as modified byany “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, and subject toor in connection with, this Agreement, the Company Disclosure Schedules with respect thereto), other Transaction Documents or as set forth in any certificate delivered, the transactions contemplated hereby or other agreement entered into by any such Persons, in connection herewiththereby. Notwithstanding anything herein to the contraryforegoing, neither the provisions of this Section 4.08, nor those of Section 3.25, 4.32 shall apply not limit Parent’s or Merger Sub’s remedies in the case of, or preclude any claim for of common law fraud.