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

Investigation; No Other Representations or Warranties. BUYER ACKNOWLEDGES AND AGREES THAT IT (I) HAS MADE ITS OWN INQUIRY AND INVESTIGATION INTO, AND, BASED THEREON, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING, ANY SELLER, THE COMPANY, THE COMPANY SECURITIES, THE BUSINESS AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND (II) HAS BEEN FURNISHED WITH, OR GIVEN ADEQUATE ACCESS TO, SUCH INFORMATION ABOUT THE COMPANY, THE COMPANY SECURITIES, THE BUSINESS AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AS IT HAS REQUESTED. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT (I) THE ONLY REPRESENTATIONS AND WARRANTIES MADE BY SELLERS ARE THE REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE), AND THE ONLY COVENANTS AND OTHER AGREEMENTS MADE BY ANY SELLER ARE THE COVENANTS AND AGREEMENTS EXPRESSLY SET FORTH IN THIS AGREEMENT; (II) OTHER THAN THE REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE), NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO ANY SELLER, THE COMPANY, THE COMPANY SECURITIES, THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND EACH SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR OTHER INFORMATION, WHETHER MADE BY ANY SELLER OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES, AND THAT BUYER WILL NOT HAVE ANY RIGHT OR REMEDY (AND NO SELLER WILL HAVE ANY LIABILITY) ARISING OUT OF ANY SUCH REPRESENTATION OR OTHER INFORMATION; (III) OTHER THAN THE REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE), BUYER HAS NOT RELIED UPON ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR ANY STATEMENTS OR OTHER INFORMATION OF ANY NATURE (INCLUDING THE ACCURACY OR COMPLETENESS THEREOF) MADE OR SUPPLIED BY OR ON BEHALF OF ANY SELLER OR BY ANY AFFILIATE OR REPRESENTATIVE OF ANY SELLER, INCLUDING ANY INFORMATION PROVIDED BY OR THROUGH MANAGEMENT PRESENTATIONS, CONFIDENTIAL INFORMATION MEMORANDA, DATA ROOMS (VIRTUAL OR OTHERWISE) OR OTHER DUE DILIGENCE INFORMATION, AND THAT BUYER WILL NOT HAVE ANY RIGHT OR REMEDY (AND NO SELLER WILL HAVE ANY LIABILITY) ARISING OUT OF ANY SUCH REPRESENTATION OR OTHER INFORMATION; AND (IV) ANY CLAIMS BUYER MAY HAVE FOR BREACH OF ANY REPRESENTATION OR WARRANTY SHALL BE BASED SOLELY ON THE REPRESENTATIONS AND WARRANTIES OF SELLERS EXPRESSLY SET FORTH IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL THIS SECTION 2.2(H) IN ANY WAY BE DEEMED A LIMITATION OF THE RECOURSE OF BUYER IN THE EVENT OF FRAUD ON THE PART OF EITHER SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.

Investigation; No Other Representations or Warranties. BUYER ACKNOWLEDGES AND AGREES THAT IT (Ia) HAS MADE ITS OWN INQUIRY AND INVESTIGATION INTO, AND, BASED THEREON, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING, ANY SELLER, THE COMPANY, THE COMPANY SECURITIES, THE BUSINESS AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND (II) HAS BEEN FURNISHED WITH, OR GIVEN ADEQUATE ACCESS TO, SUCH INFORMATION ABOUT THE COMPANY, THE COMPANY SECURITIES, THE BUSINESS AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AS IT HAS REQUESTED. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT (I) THE ONLY REPRESENTATIONS AND WARRANTIES MADE BY SELLERS ARE EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE HEREIN AND IN THIS AGREEMENT THE OTHER TRANSACTION DOCUMENTS AND WITHOUT LIMITING OR WAIVING ANY CLAIMS OF KLRE OR ANY KLRE INDEMNIFIED PARTY FOR ANY ACTS OF FRAUD ON THE PART OF ANY TEMA INDEMNIFIED PARTY OR THE COMPANY, (AS MODIFIED BY THE DISCLOSURE SCHEDULE), AND THE ONLY COVENANTS AND OTHER AGREEMENTS MADE BY ANY SELLER ARE THE COVENANTS AND AGREEMENTS EXPRESSLY SET FORTH IN THIS AGREEMENT; (II1) OTHER THAN THE REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE), NEITHER SELLER TEMA NOR ANY OTHER PERSON ON BEHALF OF TEMA MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO TEMA OR THE COMPANY OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES OR CONDITIONS (FINANCIAL OR OTHERWISE) IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS, AND (2) TEMA HEREBY DISCLAIMS ANY SELLERSUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING DISCLAIMER AND EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS AND WITHOUT LIMITING OR WAIVING ANY CLAIMS OF KLRE OR ANY KLRE INDEMNIFIED PARTY FOR ANY ACTS OF FRAUD ON THE PART OF ANY TEMA INDEMNIFIED PARTY OR THE COMPANY, NEITHER TEMA, THE COMPANY NOR ANY OTHER PERSON ON BEHALF OF TEMA OR THE COMPANY MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO KLRE OR ANY OF ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO (i) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR PROSPECT INFORMATION RELATING TO TEMA OR THE COMPANY OR THEIR RESPECTIVE BUSINESSES, (ii) ANY ORAL OR WRITTEN INFORMATION PRESENTED TO KLRE OR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR DUE DILIGENCE INVESTIGATION OF TEMA OR THE COMPANY, THE COMPANY SECURITIESNEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS, (iii) TITLE TO ANY OF THE CONTRIBUTED ASSETS OR THE ACQUIRED UNITS, (iv) THE CONTENTS, CHARACTER OR NATURE OF ANY (A) REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION RELATING TO THE CONTRIBUTED ASSETS OR (B) ANY DESCRIPTIVE MEMORANDUM RELATING TO THE BUSINESS OF THE COMPANY, THE ACQUIRED UNITS OR THE CONTRIBUTED ASSETS, (v) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE CONTRIBUTED ASSETS, (vi) ANY ESTIMATES OF THE VALUE OF THE ACQUIRED UNITS, THE CONTRIBUTED ASSETS OR, IN EACH CASE, FUTURE REVENUES GENERATED THEREBY, (vii) THE PRODUCTION OF PETROLEUM SUBSTANCES FROM THE CONTRIBUTED ASSETS OR WHETHER PRODUCTION HAS BEEN CONTINUOUS OR IN PAYING QUANTITIES, (viii) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE BUSINESS OF THE COMPANY OR THE CONTRIBUTED ASSETS, (ix) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS (INCLUDING FINANCIAL STATEMENTS) PREPARED BY TEMA OR THIRD PARTIES WITH RESPECT TO THE CONTRIBUTED ASSETS OR THE BUSINESS OF THE COMPANY, (x) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO KLRE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTAGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, OR (xi) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS AND WITHOUT LIMITING OR WAIVING ANY CLAIMS OF KLRE OR ANY KLRE INDEMNIFIED PARTY FOR ANY ACTS OF FRAUD ON THE PART OF ANY TEMA INDEMNIFIED PARTY OR THE COMPANY, TEMA AND THE COMPANY FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT KLRE SHALL BE DEEMED TO BE OBTAINING THE EQUIPMENT AND OTHER TANGIBLE PROPERTY TRANSFERRED HEREUNDER IN ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND EACH SELLER DISCLAIMS THAT KLRE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS KLRE DEEMS APPROPRIATE. (b) NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, KLRE ACKNOWLEDGES AND AGREES THAT WITHOUT LIMITING OR WAIVING ANY CLAIMS OF KLRE OR ANY KLRE INDEMNIFIED PARTY FOR ANY ACTS OF FRAUD ON THE PART OF ANY TEMA INDEMNIFIED PARTY OR THE COMPANY, (i) TEMA HAS NOT MADE AND IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES RELATING TO TEMA OR THE COMPANY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN BY TEMA HEREIN AND IN THE OTHER REPRESENTATIONSTRANSACTION DOCUMENTS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS INCLUDING ANY IMPLIED REPRESENTATION OR OTHER INFORMATION, WHETHER WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING TEMA OR THE COMPANY FURNISHED OR MADE BY ANY SELLER AVAILABLE TO KLRE OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS ITS REPRESENTATIVES AND (ii) KLRE IS NOT RELYING ON ANY REPRESENTATIONS OR OTHER REPRESENTATIVES, AND THAT BUYER WILL NOT HAVE ANY RIGHT OR REMEDY (AND NO SELLER WILL HAVE ANY LIABILITY) ARISING OUT WARRANTIES OF ANY SUCH REPRESENTATION OR OTHER INFORMATION; (III) TEMA OTHER THAN THE REPRESENTATIONS AND WARRANTIES MADE EXPRESSLY GIVEN BY TEMA HEREIN AND IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE), BUYER HAS NOT RELIED UPON ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR ANY STATEMENTS OR OTHER INFORMATION TRANSACTION DOCUMENTS. WITHOUT LIMITING THE GENERALITY OF ANY NATURE (INCLUDING THE ACCURACY OR COMPLETENESS THEREOF) MADE OR SUPPLIED BY OR ON BEHALF OF ANY SELLER OR BY ANY AFFILIATE OR REPRESENTATIVE OF ANY SELLER, INCLUDING ANY INFORMATION PROVIDED BY OR THROUGH MANAGEMENT PRESENTATIONS, CONFIDENTIAL INFORMATION MEMORANDA, DATA ROOMS (VIRTUAL OR OTHERWISE) OR OTHER DUE DILIGENCE INFORMATION, AND THAT BUYER WILL NOT HAVE ANY RIGHT OR REMEDY (AND NO SELLER WILL HAVE ANY LIABILITY) ARISING OUT OF ANY SUCH REPRESENTATION OR OTHER INFORMATION; AND (IV) ANY CLAIMS BUYER MAY HAVE FOREGOING EXCEPT FOR BREACH OF ANY REPRESENTATION OR WARRANTY SHALL BE BASED SOLELY ON THE REPRESENTATIONS AND WARRANTIES OF SELLERS EXPRESSLY SET FORTH IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL THIS SECTION 2.2(H) IN ANY WAY BE DEEMED A LIMITATION OF THE RECOURSE OF BUYER MADE HEREIN AND IN THE EVENT OTHER TRANSACTION DOCUMENTS AND WITHOUT LIMITING OR WAIVING ANY CLAIMS OF KLRE OR ANY KLRE INDEMNIFIED PARTY FOR ANY ACTS OF FRAUD ON THE PART OF EITHER SELLER ANY TEMA INDEMNIFIED PARTY OR THE COMPANY, KLRE ACKNOWLEDGES THAT (Y) NO REPRESENTATIONS OR WARRANTIES ARE MADE WITH RESPECT TO ANY PROJECTIONS, FORECASTS, ESTIMATES, BUDGETS OR PROSPECT INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO KLRE OR ANY OF ITS REPRESENTATIVES (INCLUDING IN CERTAIN “DATA ROOMS,” “VIRTUAL DATA ROOMS,” MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS), AND (Z) ANY USE OF OR RELIANCE BY KLRE ON SUCH PROJECTIONS, FORECASTS, ESTIMATES, BUDGETS OR PROSPECT INFORMATION SHALL BE AT ITS SOLE RISK. (c) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE IN SECTION 3.1(y) AND WITHOUT LIMITING OR WAIVING ANY CLAIMS OF KLRE OR ANY KLRE INDEMNIFIED PARTY FOR ANY ACTS OF FRAUD ON THE PART OF ANY TEMA INDEMNIFIED PARTY OR THE COMPANY, TEMA AND THE COMPANY HAVE NOT AND WILL NOT MAKE, AND EXPRESSLY DISCLAIM, ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, ENVIRONMENTAL LIABILITIES, THE RELEASE OF HAZARDOUS SUBSTANCES, HYDROCARBONS OR NORM INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE CONTRIBUTED ASSETS, AND NOTHING IN THIS AGREEMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY. (d) KLRE ACKNOWLEDGES THAT THE CONTRIBUTED ASSETS MAY HAVE BEEN USED FOR EXPLORATION, DEVELOPMENT AND PRODUCTION OF HYDROCARBONS, AND THERE MAY BE PETROLEUM, PRODUCED WATER, WASTE, OR HAZARDOUS SUBSTANCES OR MATERIALS LOCATED IN, ON OR UNDER THE OIL AND GAS PROPERTIES OR ASSOCIATED WITH THE CONTRIBUTED ASSETS. EQUIPMENT AND SITES INCLUDED IN THE CONTRIBUTED ASSETS MAY CONTAIN ASBESTOS, NORM OR OTHER HAZARDOUS SUBSTANCES. NORM MAY AFFIX OR ATTACH ITSELF TO THE INSIDE OF ▇▇▇▇▇, MATERIALS AND EQUIPMENT AS SCALE, OR IN OTHER FORMS. THE ▇▇▇▇▇, MATERIALS AND EQUIPMENT LOCATED ON THE OIL AND GAS PROPERTIES OR INCLUDED IN THE CONTRIBUTED ASSETS MAY CONTAIN NORM AND OTHER WASTES OR HAZARDOUS SUBSTANCES. NORM CONTAINING MATERIAL AND/OR OTHER WASTES OR HAZARDOUS SUBSTANCES MAY HAVE COME IN CONTACT WITH VARIOUS ENVIRONMENTAL MEDIA, INCLUDING WATER, SOILS OR SEDIMENT. SPECIAL PROCEDURES MAY BE REQUIRED FOR THE ASSESSMENT, REMEDIATION, REMOVAL, TRANSPORTATION OR DISPOSAL OF ENVIRONMENTAL MEDIA, WASTES, ASBESTOS, NORM AND OTHER HAZARDOUS SUBSTANCES FROM THE CONTRIBUTED ASSETS. (e) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS AND WITHOUT LIMITING OR WAIVING ANY CLAIMS OF TEMA OR ANY TEMA INDEMNIFIED PARTY FOR ANY ACTS OF FRAUD ON THE PART OF ANY KLRE INDEMNIFIED PARTY, (1) NEITHER KLRE NOR ANY OTHER PERSON ON BEHALF OF KLRE MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO KLRE OR ANY OF ITS BUSINESSES, OPERATIONS, ASSETS, LIABILITIES OR CONDITIONS (FINANCIAL OR OTHERWISE) IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS, AND (2) KLRE HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING DISCLAIMER AND EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS AND WITHOUT LIMITING OR WAIVING ANY CLAIMS OF TEMA OR ANY TEMA INDEMNIFIED PARTY FOR ANY ACTS OF FRAUD ON THE PART OF ANY KLRE INDEMNIFIED PARTY, NEITHER KLRE NOR ANY OTHER PERSON ON BEHALF OF KLRE MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO TEMA OR ANY OF ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO (i) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR PROSPECT INFORMATION RELATING TO KLRE OR ANY OF ITS BUSINESSES, (ii) ANY ORAL OR WRITTEN INFORMATION PRESENTED TO TEMA OR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR RESPECTIVE AFFILIATESDUE DILIGENCE INVESTIGATION OF KLRE, THE NEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS, (iii) TITLE TO ANY OF THE ASSETS OF KLRE, (iv) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM RELATING TO THE BUSINESS OF KLRE OR THE ASSETS OF KLRE, (v) ANY ESTIMATES OF THE VALUE OF THE ASSETS OF KLRE OR FUTURE REVENUES GENERATED THEREBY, (vi) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS (INCLUDING FINANCIAL STATEMENTS) PREPARED BY KLRE OR THIRD PARTIES WITH RESPECT TO THE ASSETS OF KLRE OR THE BUSINESS OF KLRE, (vii) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO TEMA IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, OR (viii) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT. (f) NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, TEMA ACKNOWLEDGES AND AGREES THAT WITHOUT LIMITING OR WAIVING ANY CLAIMS OF TEMA OR ANY TEMA INDEMNIFIED PARTY FOR ANY ACTS OF FRAUD ON THE PARTY OF ANY KLRE INDEMNIFIED PARTY, (i) KLRE HAS NOT MADE AND IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES RELATING TO KLRE WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN BY KLRE HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING KLRE FURNISHED OR MADE AVAILABLE TO TEMA OR ANY OF ITS REPRESENTATIVES AND (ii) TEMA IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF KLRE OTHER THAN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY GIVEN BY KLRE HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS AND WITHOUT LIMITING OR WAIVING ANY CLAIMS OF TEMA OR ANY TEMA INDEMNIFIED PARTY FOR ANY ACTS OF FRAUD ON THE PARTY OF ANY KLRE INDEMNIFIED PARTY, TEMA ACKNOWLEDGES THAT (Y) NO REPRESENTATIONS OR WARRANTIES ARE MADE WITH RESPECT TO ANY PROJECTIONS, FORECASTS, ESTIMATES, BUDGETS OR PROSPECT INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO TEMA OR ANY OF ITS REPRESENTATIVES (INCLUDING IN CERTAIN “DATA ROOMS,” “VIRTUAL DATA ROOMS,” MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS), AND (Z) ANY USE OF OR RELIANCE BY TEMA ON SUCH PROJECTIONS, FORECASTS, ESTIMATES, BUDGETS OR PROSPECT INFORMATION SHALL BE AT ITS SOLE RISK. Tema and KLRE agree that, to the extent required by applicable Law, the disclaimers of certain representations and warranties contained in this Section 5.9 are “conspicuous” disclaimers for the purpose of any applicable Law. Nothing in this Agreement (including this Section 5.9) shall relieve any Party of any liability for or limit any Person’s ability to seek any remedy in the event of Fraud.