Common use of Limitation of Representations and Warranties Clause in Contracts

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARES, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSC. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO ANY BUYER PARTY AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTY.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE IV, NEITHER EME NOR ANY SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARES, OR OWNER NOTES, EME GUARANTEES, THE BUSINESS, ASSETS OR LIABILITIES OF SELLERANY ACQUIRED COMPANY, EXPLORER THE CONTEMPLATED TRANSACTIONS, OR EPSCANY OTHER MATTER. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS NOT MADE, AND SELLER EME AND THE SELLERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER AND SHLX THE PURCHASER PARTIES HEREBY EACH EXPRESSLY WAIVESWAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVES WAIVE AND RELINQUISHES RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS EME, THE SELLERS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY AND THE PURCHASER PARTIES OR ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME OR ANY SELLER. NEITHER EME NOR ANY SELLER PARTY IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTIES WITH RESPECT TO (A) THE INFORMATION INCLUDED ON INTRALINKS, EXCEPT AS EXPLICITLY SET FORTH HEREIN, (B) ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT ANY ACQUIRED COMPANY, OR (C) ANY OTHER FORWARD LOOKING STATEMENTS INCLUDING THOSE RELATING TO THE TRANSACTIONSBUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY. NOTWITHSTANDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY OR ON BEHALF OF A RELEASE PARTY ARE MADE SOLELY AND EXCLUSIVELY BY OR ON BEHALF OF SUCH PARTY AND NOT BY OR ON BEHALF OF SUCH PARTY'S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY ACT OF FRAUD BY A PARTYOTHER PERSON.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S -------------------------------------------- REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE VI, EACH SELLER IS NOT ---------- MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARES, ANY SELLER OR THE BUSINESS, ASSETS OR LIABILITIES OF ANY SELLER, EXPLORER OR EPSC. SHLX INCLUDING THE PROJECT AND BUYER EACH ACKNOWLEDGES THATIT IS UNDERSTOOD THAT PURCHASER, TAKES THE ASSETS "AS IS" AND "WHERE IS." PURCHASER AND PURCHASER PARENT ACKNOWLEDGE THAT EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, EACH SELLER HAS NOT MADE, AND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER PURCHASER AND SHLX PURCHASER PARENT HEREBY EACH EXPRESSLY WAIVESWAIVE, ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER AND BUYER AND SHLX EACH PURCHASER PARENT HEREBY EXPRESSLY WAIVES WAIVE AND RELINQUISHES RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY EACH SELLER PARTY OR AND ITS AFFILIATES AND EACH OF ITS REPRESENTATIVES IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY AND ITS PURCHASER, PURCHASER PARENT OR THEIR RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSTHEREWITH. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING EACH SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER OR PURCHASER PARENT WITH RESPECT TO (I) THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS A RELEASE THE SUMMARY INFORMATION MEMORANDUM DATED OCTOBER 2005, (II) THE TURBINES OR (III) ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE PROJECT, ASSETS OR LIABILITIES OF ANY ACT SELLER. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF FRAUD BY ANY SELLER TO PURCHASER OR PURCHASER PARENT OR THEIR RESPECTIVE REPRESENTATIVES, PURCHASER AND PURCHASER PARENT ACKNOWLEDGE THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (II) EACH IS FAMILIAR WITH SUCH UNCERTAINTIES, (III) EACH IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT, AND (IV) EACH SHALL HAVE NO CLAIM AGAINST THE SELLER OR ITS AFFILIATES WITH RESPECT THERETO. THE FOREGOING SHALL NOT CONSTITUTE A PARTYWAIVER OF ANY CAUSE OF ACTION FOR FRAUD.

Limitation of Representations and Warranties. (a) EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE III, SELLER NO LENDER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLERIN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION REGARDING THE SHARES, VALUE OF THE COLLATERAL UNDER THE SECURITY AGREEMENTS OR THE BUSINESS, ASSETS EFFECTIVENESS OF THIS AGREEMENT OR LIABILITIES ANY OF SELLER, EXPLORER OR EPSC. SHLX AND BUYER EACH ACKNOWLEDGES THAT, THE AGREEMENTS EXECUTED IN CONNECTION HEREWITH TO RELEASE THE LIENS CREATED THEREBY. (b) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER EACH LENDER HAS NOT MADE, AND SELLER HEREBY EACH LENDER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH BORROWER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR EACH LENDER AND ITS REPRESENTATIVES REPRESENTATIVES, IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY SUCH BORROWERS AND ITS THEIR REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES EACH LENDER, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTY.AGREEMENT

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES AND EXHIBITS HERETO AND ALL OTHER DOCUMENTS EXECUTED BY PARENT OR SELLER IS NOT MAKING IN CONNECTION HEREWITH, SELLER MAKES NO REPRESENTATION OR WARRANTY, AND HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS REPRESENTATION OR WARRANTIES, WRITTEN OR ORAL, STATUTORYWARRANTY, EXPRESS OR IMPLIED, CONCERNING WHICH RELATES TO THE RIGS, THE EQUIPMENT AND ROLLING STOCK, THE VACUUM TRUCKS, THE INVENTORY OR THE FIXTURES AND IMPROVEMENTS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, VALUE, REPAIR, SUITABILITY OR FITNESS FOR A PARTICULAR USE, OR QUALITY, OR AS TO THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT THE RIGS, THE EQUIPMENT AND ROLLING STOCK, THE VACUUM TRUCKS, THE INVENTORY AND THE FIXTURES AND IMPROVEMENTS ARE BEING TRANSFERRED HEREUNDER "AS IS AND WHERE IS" WITH ALL FAULTS AND IN THEIR PRESENT STATE AND CONDITION. BUYER ACKNOWLEDGES THAT IT HAS EXAMINED AND MADE ITS OWN INDEPENDENT INVESTIGATION AS IT RELATES TO THE RIGS, THE EQUIPMENT AND ROLLING STOCK, THE VACUUM TRUCKS, THE INVENTORY AND THE FIXTURES AND IMPROVEMENTS AND, AS IT RELATES TO SUCH ASSETS, HAS NOT RELIED ON ANY STATEMENTS OF ANY SELLER, THE SHARESOFFICER OR REPRESENTATIVE AS TO VALUES, OR CONDITION OR APPRAISALS OF, OR REPRESENTATIONS OR WARRANTIES (OTHER THAN AS SET FORTH IN THIS AGREEMENT, THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSC. SHLX SCHEDULES AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY EXHIBITS HERETO AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY OTHER DOCUMENTS EXECUTED BY PARENT OR SELLER PARTY OR ITS REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO ANY BUYER PARTY AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSHEREWITH). NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SECTION 4.18 SHALL ACT AS A RELEASE BE CONSTRUED TO IN ANY WAY DETRACT FROM THE REPRESENTATIONS AND WARRANTIES OF ANY ACT OF FRAUD BY A PARTYSELLER AND PARENT IN SECTION 4.12, 4.13 OR 4.17.

Limitation of Representations and Warranties. EXCEPT FOR Except for the representations and warranties expressly set forth in Article 3, the Company is not making and shall not be deemed to have made, and except for the representations and warranties expressly set forth in Article 4, the Seller is not making and shall not be deemed to have made, any other representations or warranties, written or oral, statutory, express or implied, concerning the Shares, the Acquired Companies, the Seller or the business, assets or liabilities of the Acquired Companies. THE SELLER’S REPRESENTATIONS PURCHASER REPRESENTS, WARRANTS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARES, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSC. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5ARTICLE 3 OR 4, NEITHER THE COMPANY NOR THE SELLER HAS NOT MADE, AND THE COMPANY AND THE SELLER HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER THE PURCHASER HEREBY EXPRESSLY WAIVES AND SHLX HEREBY EACH EXPRESSLY WAIVESIS NOT RELYING ON, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY THE COMPANY, EACH OPERATING COMPANY, THE SELLER PARTY OR ITS AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY STATEMENTS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS HERETOFORE FURNISHED OR MADE AVAILABLE TO ANY BUYER PARTY THE PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT THE COMPANY OR THE TRANSACTIONSSELLER THAT ARE NOT SET FORTH OR OTHERWISE INCORPORATED IN THIS AGREEMENT. NOTWITHSTANDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTHING NEITHER THE COMPANY NOR THE SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYSUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO THE PURCHASER OR ITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS (i) THE TESCO COMPANIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE ASSETS (INCLUDING ANY WARRANTY AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE) AND (ii) THE TEP COMPANIES ARE ACQUIRING THE ASSETS “AS IS, WHERE IS.” THE TESCO COMPANIES ARE NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARESASSETS, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSCTHE TESCO COMPANIES. SHLX AND BUYER EACH ACKNOWLEDGES THE TEP COMPANIES ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS NOT NONE OF THE TESCO COMPANIES HAVE MADE, AND SELLER THEY HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVES, NEGATE ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH THE TEP COMPANIES HEREBY EXPRESSLY WAIVES WAIVE AND RELINQUISHES RELINQUISHE ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS THE TESCO COMPANIES AND THEIR REPRESENTATIVES (OTHER THAN RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST THE TESCO COMPANIES AND THEIR REPRESENTATIVES INVOLVING FRAUD) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY AND ITS TEP OR THEIR REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSA TESCO COMPANY. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE NONE OF THE TESCO COMPANIES MAKES ANY ACT REPRESENTATION OR WARRANTY WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, THE ASSETS OR LIABILITIES OF FRAUD BY A PARTYTHE BUSINESS OR THE ASSETS.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLERIB FINANCE, THE SHARESBANK, THE TRANSFERRED CLASS M COMMON UNITS, THE MORTGAGE DIVISION OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLERIB FINANCE, EXPLORER BANK OR EPSCSELLER OR THEIR RESPECTIVE SUBSIDIARIES. SHLX AND BUYER EACH PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, INCLUDING ARTICLE III, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR AND ITS REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY IB FINANCE, BANK OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSSELLER. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST RELATING TO IB FINANCE, THE BANK, THE MORTGAGE DIVISION, ANY SUBSIDIARIES, THE TRANSFERRED CLASS M COMMON UNITS OR SELLER. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF BANK, IB FINANCE OR SELLER TO PURCHASER OR ITS REPRESENTATIVES, PURCHASER ACKNOWLEDGES THAT (A) THERE ARE UNCERTAINTIES INHERENT IN THIS AGREEMENT ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (B) IT IS FAMILIAR WITH SUCH UNCERTAINTIES, (C) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (D) IT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYHAVE NO CLAIM AGAINST SELLER OR ITS AFFILIATES WITH RESPECT THERETO.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV OF THIS AGREEMENT, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARESEQUITY INTEREST, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER THE TRANSFER GROUP COMPANIES OR EPSCTHE NORTHERN BORDER COMPANIES. SHLX AND BUYER EACH PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR AND ITS REPRESENTATIVES IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSSELLER. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO (A) THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT THE NORTHERN PLAINS NATURAL GAS COMPANY CONFIDENTIAL INFORMATION MEMORANDUM DATED AS A RELEASE OF JULY 2002 OR (B) ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACT OF FRAUD BY A PARTYTHE TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER COMPANIES. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF SELLER TO PURCHASER OR ITS REPRESENTATIVES, PURCHASER ACKNOWLEDGES THAT (W) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (X) IT IS FAMILIAR WITH SUCH UNCERTAINTIES, (Y) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (Z) IT SHALL HAVE NO CLAIM AGAINST SELLER OR ITS AFFILIATES WITH RESPECT THERETO. Notwithstanding any provision hereof to the contrary, to the extent that the Conversion Transactions (as defined in the Enron Purchase Agreement) cause Seller to breach any representation, warranty, covenant or other agreement of Seller contained in this Agreement, such breach shall be given no effect, and Purchaser shall have no right to (i) terminate this Agreement due to such breach by Seller or the failure of Seller to meet any of the conditions set forth in Sections 7.1 or 7.2 by the Outside Date as a result of the Conversion Transactions (as defined in the Enron Purchase Agreement) (for the avoidance of doubt, such breach shall in no way relieve Purchaser of its obligations to close the transactions contemplated by this Agreement), or (ii) to seek indemnification from Seller for such breach.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTExcept for the representations and warranties expressly set forth in Article IV, Purchaser and ▇▇▇▇ are not making and shall not be deemed to have made any other representations or warranties, written or oral, statutory, express or implied, concerning the ▇▇▇▇ Share Consideration, ▇▇▇▇, or the businesses, assets or liabilities of ▇▇▇▇. EACH SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARES, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSC. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS PURCHASER AND ▇▇▇▇ HAVE NOT MADE, AND PURCHASER AND ▇▇▇▇ HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH SELLER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS AGAINST, PURCHASER, ▇▇▇▇, AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS FURNISHED OR MADE AVAILABLE TO ANY BUYER PARTY AND SELLER OR ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY PURCHASER OR ANY ▇▇▇▇ INCLUDING ▇▇▇▇ FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING NEITHER PURCHASER NOR ▇▇▇▇ IS MAKING ANY REPRESENTATION OR WARRANTY TO ANY SELLER WITH RESPECT TO ANY ▇▇▇▇ FORWARD LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO ANY SELLER OR REPRESENTATIVES OR AFFILIATES OF A RELEASE OF ANY ACT OF FRAUD BY A PARTYSELLER.

Limitation of Representations and Warranties. (a) EXCEPT FOR AS AND TO THE SELLER’S REPRESENTATIONS AND WARRANTIES EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE III (INCLUDING SPECIFICALLY THE REPRESENTATION AND WARRANTY SET FORTH IN SECTION 3.30) OR THE ASSIGNMENT, SELLER IS NOT MAKING WILL CONVEY TO PURCHASER THE PROPERTIES WITHOUT ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORALEXPRESS, STATUTORY, EXPRESS OR IMPLIEDIMPLIED WARRANTY OR REPRESENTATION OF ANY KIND FROM SELLER OR ANY OF ITS AFFILIATES, CONCERNING INCLUDING WARRANTIES OR REPRESENTATIONS RELATING TO (A) SELLER, (B) TITLE OF SELLER IN AND TO THE SHARESPROPERTIES, (C) THE CONDITION OF THE PROPERTIES, (D) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OF THE PROPERTIES, (E) ANY IMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF THE PROPERTIES FOR A PARTICULAR PURPOSE, (F) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (G) ANY AND ALL OTHER IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW IN EFFECT, OR (H) ANY IMPLIED OR EXPRESS WARRANTY REGARDING COMPLIANCE WITH ANY APPLICABLE ENVIRONMENTAL LAWS, THE BUSINESSRELEASE OF MATERIALS INTO THE ENVIRONMENT, ASSETS OR LIABILITIES PROTECTION OF SELLERTHE ENVIRONMENT OR HEALTH. (b) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE III (INCLUDING SPECIFICALLY THE REPRESENTATION AND WARRANTY SET FORTH IN SECTION 3.30) OR THE ASSIGNMENT, EXPLORER OR EPSC. SHLX PURCHASER ACCEPTS THE PROPERTIES “AS IS, WHERE IS” AND BUYER EACH ACKNOWLEDGES THAT“WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. (c) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS AND TO THE EXTENT EXPRESSLY PROVIDED SET FORTH IN ARTICLE III (INCLUDING SPECIFICALLY THE REPRESENTATION AND WARRANTY SET FORTH IN SECTION 53.30) OR THE ASSIGNMENT, SELLER HAS NOT MADENEITHER SELLER, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATESNOR ITS CONSULTANTS, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVESREPRESENTATIVES, OR AGENTS MAKES ANY REPRESENTATION OR WARRANTYWARRANTY AS TO (A) THE AMOUNT, EXPRESSVALUE, IMPLIEDQUALITY, AT COMMON LAWQUANTITY, BY STATUTE VOLUME, OR OTHERWISE RELATING TODELIVERABILITY OF ANY OIL, GAS, OR OTHER MINERALS OR RESERVES IN, UNDER, OR ATTRIBUTABLE TO THE OIL AND BUYER GAS PROPERTIES, (B) THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY, OR ENVIRONMENTAL CONDITION OF THE PROPERTIES, (C) THE GEOLOGICAL OR ENGINEERING CONDITION OF THE OIL AND SHLX EACH HEREBY EXPRESSLY WAIVES AND RELINQUISHES GAS PROPERTIES OR ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY VALUE THEREOF OR ITS REPRESENTATIVES IN CONNECTION WITH, (D) THE ACCURACY, COMPLETENESS COMPLETENESS, OR MATERIALITY OF ANY DATA, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) RECORDS FURNISHED TO ANY BUYER PARTY AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES PURCHASER IN CONNECTION WITH THIS AGREEMENT SELLER OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYPROPERTIES.

Limitation of Representations and Warranties. (I) EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTSECTION 3.1, SELLER IS THE SELLERS ARE NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARESPURCHASED INTERESTS, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLERTHE COMPANIES AND THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXPLORER OR EPSCEXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS SECTION 3.1, THE PURCHASER IS PURCHASING THE PURCHASED INTERESTS ON AN "AS-IS, WHERE-IS" BASIS. SHLX AND BUYER EACH THE PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS NOT NEITHER MIG NOR THE SELLERS HAVE MADE, AND SELLER MIG AND THE SELLERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER AND SHLX THE PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH THE PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION (OTHER THAN FOR, OR BASED UPON, FRAUD ON WILLFUL MISCONDUCT) AGAINST ANY SELLER PARTY OR ITS MIG AND THE SELLERS AND THEIR REPRESENTATIVES IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY THE PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES MIG AND THE SELLERS IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYTRANSACTIONS CONTEMPLATED HEREBY.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTExcept for the representations and warranties in Article 5 and Article 6, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIESas qualified by the Disclosure Schedule and other schedules to this Agreement, WRITTEN OR ORALthe Seller Parties are not making and have not made, STATUTORYand no other Person has made, EXPRESS OR IMPLIEDany representations or warranties, CONCERNING SELLERwritten or oral, THE SHARESstatutory, OR THE BUSINESSexpress or implied, ASSETS OR LIABILITIES OF SELLERconcerning the Purchased Interest, EXPLORER OR EPSCSeller, the Company, or the financial condition, results of operations, business prospects, business, assets, or Liabilities of the Company. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, NONE OF THE SELLER HAS NOT PARTIES NOR THE COMPANY HAVE MADE, AND THE SELLER PARTIES AND THE COMPANY HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVESNEGATE, ANY REPRESENTATION OR WARRANTY, WARRANTY (WHETHER EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE STATUTE, OR OTHERWISE OTHERWISE) RELATING TO, AND BUYER AND SHLX EACH HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS CLAIMS, AND CAUSES OF ACTION AGAINST ANY THE SELLER PARTY OR ITS REPRESENTATIVES PARTIES, THE COMPANY, AND THEIR AGENTS IN CONNECTION WITH, THE ACCURACY, COMPLETENESS COMPLETENESS, OR MATERIALITY OF ANY INFORMATION, DATA DATA, OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO ANY BUYER PARTY AND ITS REPRESENTATIVES AGENTS BY OR ON BEHALF OF THE SELLER PARTIES OR THE COMPANY. WITHOUT LIMITING THE FOREGOING, NONE OF THE SELLER PARTIES NOR THE COMPANY HAVE MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO THE INFORMATION SET FORTH IN THE CONFIDENTIAL INFORMATION MEMORANDUM DATED APRIL 2019 DELIVERED TO BUYER OR ITS AGENTS. BUYER ACKNOWLEDGES THAT: (A) IT HAS NOT RELIED ON ANY SELLER PARTY PARTY, THE COMPANY, THE CONFIDENTIAL INFORMATION MEMORANDUM, OR ANY OTHER SOURCE OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5 OR ARTICLE 6 OF THEIR REPRESENTATIVES THIS AGREEMENT IN CONNECTION WITH BUYER’S EVALUATION OF THE COMPANY; AND (B) NO PERSON HAS MADE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5 AND ARTICLE 6 AND OF THIS AGREEMENT OR THE TRANSACTIONSAGREEMENT. NOTWITHSTANDING THE FOREGOINGFOREGOING OR ANYTHING ELSE IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT HEREIN SHALL ACT AS A RELEASE OF LIMIT ANY ACT OF FRAUD BY A PARTYCLAIM BASED UPON FRAUD.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER NOR ANY OF ITS AFFILIATES IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARESACQUIRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESSORIGINATION BUSINESS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, ASSETS NEITHER SELLER NOR ANY OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR LIABILITIES WARRANTY TO BUYER WITH RESPECT TO (I) THE INFORMATION SET FORTH IN ANY EVALUATION MATERIALS PROVIDED TO BUYER OR (II) ANY FINANCIAL PROJECTION OR FORECAST OR OTHER STATEMENT RELATING TO THE BUSINESS OF SELLER, EXPLORER OR EPSC. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS REPRESENTATIVES IN CONNECTION WITHTHE ORIGINATION BUSINESS, THE ACCURACY, COMPLETENESS ACQUIRED ASSETS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED THE ASSUMED LIABILITIES EXCEPT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. WITH RESPECT TO ANY BUYER PARTY AND ITS REPRESENTATIVES BY PROJECTION OR FORECAST DELIVERED ON BEHALF OF ANY SELLER PARTY OR ITS AFFILIATES OR REPRESENTATIVES TO BUYER OR ITS REPRESENTATIVES, BUYER ACKNOWLEDGES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (II) EACH IS FAMILIAR WITH SUCH UNCERTAINTIES, AND (III) EACH IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT. BUYER AGREES THAT, IN THE ABSENCE OF FRAUD OR INTENTIONAL MISSTATEMENT, NEITHER SELLER NOR ANY OF THEIR REPRESENTATIVES ITS AFFILIATES WILL HAVE ANY LIABILITY TO BUYER OR ITS AFFILIATES WITH RESPECT TO ANY INFORMATION THAT IS NOT INCLUDED IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYSCHEDULES HERETO.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTExcept for the representations and warranties expressly set forth in Articles V and VI, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIESSellers are not making and shall not be deemed to have made any other representations or warranties, WRITTEN OR ORALwritten or oral, STATUTORYstatutory, EXPRESS OR IMPLIEDexpress or implied, CONCERNING SELLERconcerning the Equity Interests, THE SHARESthe Companies, OR THE BUSINESSthe Company Subsidiary or the 49 businesses, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSCassets or liabilities of the Companies and the Company Subsidiary. SHLX AND BUYER EACH PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS SELLERS HAVE NOT MADE, AND SELLER SELLERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER AND SHLX PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES RELINQUISHES, OTHER THAN IN THE CASE OF FRAUD, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS AGAINST, THE COMPANIES, THE COMPANY SUBSIDIARY, SELLERS AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS FURNISHED OR MADE AVAILABLE TO ANY BUYER PARTY PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY THE COMPANIES, THE COMPANY SUBSIDIARY OR ANY SELLERS. WITHOUT LIMITING THE GENERALITY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING NONE OF SELLERS, THE COMPANIES NOR THE COMPANY SUBSIDIARY IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY FORWARD‑LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYSUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTExcept for the representations and warranties expressly set forth in Article IV, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIESMerger Sub and ▇▇▇▇ are not making and shall not be deemed to have made any other representations or warranties, WRITTEN OR ORALwritten or oral, STATUTORYstatutory, EXPRESS OR IMPLIEDexpress or implied, CONCERNING SELLERconcerning the ▇▇▇▇ Share Consideration, THE SHARES▇▇▇▇, OR THE BUSINESSor the businesses, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSCassets or liabilities of ▇▇▇▇. SHLX AND BUYER EACH SHAREHOLDER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS MERGER SUB AND ▇▇▇▇ HAVE NOT MADE, AND SELLER MERGER SUB AND ▇▇▇▇ HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER AND SHLX EACH SHAREHOLDER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH SHAREHOLDER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS AGAINST, BAER, BAER, AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS FURNISHED OR MADE AVAILABLE TO ANY BUYER PARTY AND SHAREHOLDER OR ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY MERGER SUB OR ANY ▇▇▇▇ INCLUDING ▇▇▇▇ FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING NEITHER ▇▇▇▇ NOR ▇▇▇▇ IS MAKING ANY REPRESENTATION OR WARRANTY TO ANY SHAREHOLDER WITH RESPECT TO ANY ▇▇▇▇ FORWARD LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO ANY SHAREHOLDER OR REPRESENTATIVES OR AFFILIATES OF A RELEASE OF ANY ACT OF FRAUD BY A PARTYSHAREHOLDER.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV OF THIS AGREEMENT, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARESEQUITY INTEREST, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLER, EXPLORER THE TRANSFER GROUP COMPANIES OR EPSCTHE NORTHERN BORDER COMPANIES. SHLX AND BUYER EACH PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR AND ITS REPRESENTATIVES IN CONNECTION WITH, WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSSELLER. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO (A) THE INFORMATION SET FORTH IN THE NORTHERN PLAINS NATURAL GAS COMPANY CONFIDENTIAL INFORMATION MEMORANDUM DATED AS OF JULY 2002 OR (B) ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY OF THE TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER COMPANIES. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF SELLER TO PURCHASER OR ITS REPRESENTATIVES, PURCHASER ACKNOWLEDGES THAT (W) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (X) IT IS FAMILIAR WITH SUCH UNCERTAINTIES, (Y) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (Z) IT SHALL HAVE NO CLAIM AGAINST SELLER OR ITS AFFILIATES WITH RESPECT THERETO. NOTWITHSTANDING ANY PROVISION HEREOF TO THE CONTRARY, TO THE EXTENT THAT THE CONVERSION TRANSACTIONS (AS DEFINED IN THE ENRON PURCHASE AGREEMENT) CAUSE SELLER TO BREACH ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER AGREEMENT OF SELLER CONTAINED IN THIS AGREEMENT, SUCH BREACH SHALL BE GIVEN NO EFFECT, AND PURCHASER SHALL HAVE NO RIGHT TO (I) TERMINATE THIS AGREEMENT SHALL ACT DUE TO SUCH BREACH BY SELLER OR THE FAILURE OF SELLER TO MEET ANY OF THE CONDITIONS SET FORTH IN SECTIONS 7.1 OR 7.2 BY THE OUTSIDE DATE AS A RELEASE RESULT OF ANY ACT THE CONVERSION TRANSACTIONS (AS DEFINED IN THE ENRON PURCHASE AGREEMENT) (FOR THE AVOIDANCE OF FRAUD DOUBT, SUCH BREACH SHALL IN NO WAY RELIEVE PURCHASER OF ITS OBLIGATIONS TO CLOSE THE TRANSACTIONS CONTEMPLATED BY A PARTYTHIS AGREEMENT), OR (II) TO SEEK INDEMNIFICATION FROM SELLER FOR SUCH BREACH.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTExcept for the representations and warranties expressly set forth in Article V and Article VI, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIESSellers are not making and shall not be deemed to have made any other representations or warranties, WRITTEN OR ORALwritten or oral, STATUTORYstatutory, EXPRESS OR IMPLIEDexpress or implied, CONCERNING SELLERconcerning the Equity Interests, THE SHARESthe Companies, OR THE BUSINESSor the businesses, ASSETS OR LIABILITIES OF SELLER, EXPLORER OR EPSCassets or liabilities of the Companies. SHLX AND BUYER EACH PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS SELLERS HAVE NOT MADE, AND SELLER SELLERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER AND SHLX PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS AGAINST, THE COMPANIES, SELLERS AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS FURNISHED OR MADE AVAILABLE TO ANY BUYER PARTY PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY THE COMPANIES OR ANY SELLERS INCLUDING COMPANY FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING NONE OF SELLERS NOR THE COMPANIES IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY COMPANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYSUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE IV, NEITHER EME NOR ANY SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLERTHE PROJECT SECURITIES, THE SHARES, OR THE BUSINESS, ASSETS OR LIABILITIES OF SELLERANY ACQUIRED COMPANY, EXPLORER THE CONTEMPLATED TRANSACTIONS OR EPSCANY OTHER MATTER. SHLX AND BUYER EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS NOT MADE, AND SELLER EME AND THE SELLERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER AND SHLX THE PURCHASER PARTIES HEREBY EACH EXPRESSLY WAIVESWAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVES WAIVE AND RELINQUISHES RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS EME, THE SELLERS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY AND THE PURCHASER PARTIES OR ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME OR ANY SELLER. NEITHER EME NOR ANY SELLER PARTY IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTIES WITH RESPECT TO (A) THE INFORMATION SET FORTH IN INTRALINKS, (B) ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT ANY ACQUIRED COMPANY, OR (C) ANY OTHER FORWARD LOOKING STATEMENTS INCLUDING THOSE RELATING TO THE TRANSACTIONSBUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY. NOTWITHSTANDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY OR ON BEHALF OF A RELEASE PARTY ARE MADE SOLELY AND EXCLUSIVELY BY OR ON BEHALF OF SUCH PARTY AND NOT BY OR ON BEHALF OF SUCH PARTY’S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY ACT OF FRAUD BY A PARTYOTHER PERSON.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTExcept for the representations and warranties expressly set forth in Article V, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIESthe Shareholders are not making and shall not be deemed to have made any other representations or warranties, WRITTEN OR ORALwritten or oral, STATUTORYstatutory, EXPRESS OR IMPLIEDexpress or implied, CONCERNING SELLERconcerning the Company Common Stock, THE SHARESthe Company, OR THE BUSINESSor the businesses, ASSETS OR LIABILITIES OF SELLERassets or liabilities of the Company. Except for the representations and warranties expressly set forth in Article VI, EXPLORER OR EPSCthe Company is not making and shall not be deemed to have made any other representations or warranties, written or oral, statutory, express or implied, concerning the Company Common Stock, the Company, or the businesses, assets or liabilities of the Company. SHLX AND BUYER EACH ▇▇▇▇ ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT, SELLER HAS SHAREHOLDERS HAVE NOT MADE, AND SELLER SHAREHOLDERS HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER ▇▇▇▇ HEREBY EXPRESSLY WAIVES AND SHLX HEREBY EACH EXPRESSLY WAIVESDISCLAIMS RELIANCE UPON, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH ▇▇▇▇ HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS AGAINST, THE COMPANY, SHAREHOLDERS AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS FURNISHED OR MADE AVAILABLE TO ANY BUYER PARTY ▇▇▇▇ AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY THE COMPANY OR ANY SHAREHOLDERS INCLUDING COMPANY FORWARD- LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. NOTWITHSTANDING THE FOREGOING, NOTHING NONE OF SHAREHOLDERS NOR THE COMPANY IS MAKING ANY REPRESENTATION OR WARRANTY TO ▇▇▇▇ WITH RESPECT TO ANY COMPANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYSUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO ▇▇▇▇ OR ITS REPRESENTATIVES.

Limitation of Representations and Warranties. (a) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE PLAN OF ARRANGEMENT (INCLUDING SCHEDULE D HERETO) AND, IN PARTICULAR, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY HEREBY EXPRESSLY NEGATES AND DISCLAIMS, AND SHALL NOT BE LIABLE FOR, ANY AND ALL REPRESENTATIONS OR WARRANTIES WHICH MAY HAVE BEEN MADE OR ALLEGED TO HAVE BEEN MADE IN ANY OTHER DOCUMENT OR INSTRUMENT OR IN ANY STATEMENT OR INFORMATION MADE OR COMMUNICATED TO THE PARENT OR THE ACQUIROR OR ANY OF THEIR RELATED PARTIES IN ANY MANNER, EXCEPT FOR THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE PLAN OF ARRANGEMENT (INCLUDING SCHEDULE D HERETO); (b) THE COMPANY HEREBY EXPRESSLY NEGATES AND DISCLAIMS, AND SHALL NOT BE LIABLE FOR, ANY REPRESENTATIONS OR WARRANTIES MADE OR ALLEGED TO HAVE BEEN MADE TO THE PARENT, THE ACQUIROR OR ANY OF THEIR RELATED PARTIES IN THIS AGREEMENT OR OTHERWISE WITH RESPECT TO ANY OF THE FOLLOWING MATTERS: (i) EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLER, THE SHARES, AGREEMENT OR THE BUSINESSPLAN OF ARRANGEMENT (INCLUDING SCHEDULE D HERETO), ANY DATA OR INFORMATION PROVIDED OR MADE AVAILABLE TO THE PARENT OR THE ACQUIROR BY THE COMPANY’S REPRESENTATIVES IN THE DATA ROOM, ON PLANT OR SITE VISITS, IN MANAGEMENT PRESENTATIONS, IN MEETINGS WITH THE COMPANY’S MANAGEMENT OR EMPLOYEES OR OTHERWISE; (ii) THE VALUE OF THE ASSETS OF THE COMPANY OR LIABILITIES ANY OF SELLER, EXPLORER ITS SUBSIDIARIES OR EPSC. SHLX AND BUYER EACH ACKNOWLEDGES THAT, THE FUTURE CASH FLOW THEREFROM; (iii) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5SCHEDULE D TO THIS AGREEMENT, SELLER HAS NOT MADETHE ENVIRONMENTAL CONDITION OF ANY LANDS OR ASSETS OR ANY ENVIRONMENTAL LIABILITY; (iv) EXCEPT AS EXPRESSLY PROVIDED IN SCHEDULE D TO THIS AGREEMENT, THE QUALITY, CONDITION, FITNESS, MARKETABILITY, MERCHANTABILITY OR SUITABILITY OF USE FOR ANY PURPOSE, OF ANY TANGIBLE, DEPRECIABLE EQUIPMENT OR PROPERTY THAT FORMS PART OF THE COMPANY’S OR ANY OF ITS SUBSIDIARIES’ ASSETS AND TAKES THE SAME WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. SUBJECT TO THE COMPANY’S EXPRESS REPRESENTATIONS HEREIN AND IN THE PLAN OF ARRANGEMENT (INCLUDING SCHEDULE D HERETO), THE PARENT AND THE ACQUIROR HAVE INSPECTED, OR WAIVED (AND UPON THE EFFECTIVE TIME SHALL BE DEEMED TO HAVE WAIVED), THEIR RIGHTS TO INSPECT THE INTERESTS FOR ALL PURPOSES, AND SELLER HEREBY EXPRESSLY DISCLAIMS SATISFIED THEMSELVES AS TO THEIR PHYSICAL AND NEGATESENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING, BUT NOT LIMITED TO, CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS, OR OTHER MANMADE FIBERS OR NATURALLY OCCURRING RADIOACTIVE MATERIALS (“NORM”) IN, ON, OR UNDER THE INTERESTS. THE PARENT AND THE ACQUIROR ARE RELYING SOLELY UPON THE PARENT’S AND THE ACQUIROR’S OWN INSPECTION OF THE INTERESTS, AND BUYER THE PARENT AND SHLX HEREBY EACH EXPRESSLY WAIVESTHE ACQUIROR SHALL, EXCEPT AS PROVIDED OTHERWISE IN THIS AGREEMENT OR THE PLAN OF ARRANGEMENT, ACCEPT ALL OF THE SAME “AS IS, WHERE IS,” WITHOUT LIMITATION OF THE FOREGOING; (v) EXCEPT AS SET FORTH IN SCHEDULE D TO THIS AGREEMENT, ANY REPRESENTATION ENGINEERING OR WARRANTYGEOLOGICAL INFORMATION OR INTERPRETATIONS THEREOF OR ANY ECONOMIC EVALUATIONS; (vi) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (INCLUDING SCHEDULE D HERETO), TITLE TO THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES; (vii) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (INCLUDING SCHEDULE D HERETO), ANY LIABILITIES OR CLAIMS RELATED TO THE ASSETS OR OPERATIONS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES; (viii) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (INCLUDING SCHEDULE D HERETO), THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES; OR (ix) THE RATES OF PRODUCTION OF PETROLEUM SUBSTANCES. WITHOUT LIMITATION OF THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, AT COMMON LAWSTATUTORY, OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY PROJECTIONS NOW, HERETOFORE, OR HEREAFTER FURNISHED OR MADE AVAILABLE TO THE PARENT OR THE ACQUIROR IN CONNECTION WITH THIS AGREEMENT, ANY PRICING ASSUMPTIONS OR QUALITY OR QUANTITY OF RESERVES OF PETROLEUM SUBSTANCES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR THE ABILITY OR POTENTIAL OF THE INTERESTS TO PRODUCE PETROLEUM SUBSTANCES OR THE ENVIRONMENTAL CONDITION OF THE INTERESTS OR ANY OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO THE PARENT OR THE ACQUIROR BY STATUTE THE COMPANY, OR OTHERWISE RELATING TOBY THE COMPANY’S AGENTS OR REPRESENTATIVES. SUBJECT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT, AND BUYER AND SHLX EACH HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS SUCH PROJECTIONS (WRITTEN OR ORAL) FURNISHED BY THE COMPANY OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO THE PARENT OR THE ACQUIROR ARE PROVIDED TO THE PARENT AND THE ACQUIROR AS A CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY BUYER PARTY LIABILITY OF OR AGAINST THE COMPANY, AND ITS REPRESENTATIVES ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT THE PARENT’S AND THE ACQUIROR’S SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSLAW; (c) Inclusion of a matter on the Disclosure Letter with respect to a representation or warranty that addresses matters having a Material Adverse Effect shall not be deemed an indication that such matter does, or may, have a Material Adverse Effect. NOTWITHSTANDING THE FOREGOINGMatters included in the Disclosure Letter may include matters not required by the terms of this Agreement to be listed on the Disclosure Letter, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYwhich additional matters are disclosed for purposes of information only, and inclusion of any such matter does not mean that all such matters are included.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, ARTICLE V NEITHER RADIO UNICA NOR ANY SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SELLERTHE PURCHASED ASSETS, THE SHARES, BUSINESS OR THE BUSINESS, ASSETS OR LIABILITIES OF RADIO UNICA OR ANY SELLER, EXPLORER OR EPSC. SHLX AND BUYER EACH THE PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT INCLUDING WITHOUT LIMITATION ARTICLE V, NEITHER RADIO UNICA NOR ANY SELLER HAS NOT MADE, AND EACH OF RADIO UNICA AND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX THE PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH THE PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY RADIO UNICA AND EACH SELLER PARTY OR AND ITS RESPECTIVE REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY THE PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY SELLER PARTY RADIO UNICA OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSSELLER. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ACT AS A RELEASE NEITHER RADIO UNICA NOR ANY SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO THE PURCHASER WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, THE PURCHASED ASSETS OR THE ASSETS OR LIABILITIES OF ANY ACT OF FRAUD BY A PARTYRADIO UNICA OR ANY SELLER. WITH RESPECT TO ANY PROJECTION OR FORECAST DELIVERED ON BEHALF OF RADIO UNICA OR ANY SELLER TO THE PURCHASER OR ITS REPRESENTATIVES, THE PURCHASER ACKNOWLEDGES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS AND FORECASTS, (II) IT IS FAMILIAR WITH SUCH UNCERTAINTIES, (III) IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS AND FORECASTS FURNISHED TO IT AND (IV) IT SHALL HAVE NO CLAIM AGAINST ANY OF RADIO UNICA OR ANY SELLER OR ITS RESPECTIVE AFFILIATES WITH RESPECT THERETO.

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT(a) Except for the representations and warranties set forth in Article 6 and in Article 7 or in the Transaction Documents, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIESneither the Company nor any Shareholder is making or has made, WRITTEN OR ORALand no other Person has made, STATUTORYany representations or warranties, EXPRESS OR IMPLIEDwritten or oral, CONCERNING SELLERstatutory, THE SHARESexpress or implied, OR THE BUSINESSconcerning the Shares, ASSETS OR LIABILITIES OF SELLERany Acquired Company or the financial condition, EXPLORER OR EPSCresults of operations, business prospects, business, assets or Liabilities of any Acquired Company. SHLX AND BUYER EACH PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, SELLER NEITHER ANY ACQUIRED COMPANY NOR ANY SHAREHOLDER HAS NOT MADE, AND SELLER HEREBY THE ACQUIRED COMPANIES AND EACH SHAREHOLDER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER AND SHLX HEREBY EACH EXPRESSLY WAIVESDISCLAIM, ANY SUCH ADDITIONAL REPRESENTATION OR WARRANTY, WARRANTY (WHETHER EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE OTHERWISE) RELATING TOTO THE ACQUIRED COMPANIES. PURCHASER, FOR ITSELF AND BUYER ITS AFFILIATES (INCLUDING, AFTER THE CLOSING, THE ACQUIRED COMPANIES AND SHLX EACH HEREBY THEIR AFFILIATES) AND ITS AND THEIR RESPECTIVE AGENTS (COLLECTIVELY, THE “PURCHASER PARTIES”), EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY SELLER PARTY OR ITS THE ACQUIRED COMPANIES AND THE SHAREHOLDERS AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO ANY BUYER PARTY PURCHASER AND ITS REPRESENTATIVES AGENTS BY OR ON BEHALF OF ANY SELLER PARTY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT THE ACQUIRED COMPANIES OR THE TRANSACTIONSSHAREHOLDERS, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6 AND IN ARTICLE 7 OR IN THE TRANSACTION DOCUMENTS. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING NEITHER THE ACQUIRED COMPANIES NOR THE SHAREHOLDERS HAVE MADE OR ARE MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT THE RUBY INFORMATION PACKET – JULY 2018, ANY SUPPLEMENTS OR UPDATES TO THAT INFORMATION PACKET (COLLECTIVELY, THE “INFORMATION PACKET”), OR ANY OTHER INFORMATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES, EXCEPT AS A RELEASE OF SET FORTH IN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6 AND IN ARTICLE 7 OR IN THE TRANSACTION DOCUMENTS. PURCHASER ACKNOWLEDGES THAT: (A) IT HAS NOT RELIED ON ANY ACT OF FRAUD BY A PARTY.ACQUIRED COMPANY, THE INFORMATION PACKET OR ANY OTHER SOURCE OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6 AND ARTICLE 7 OR IN THE TRANSACTION DOCUMENTS IN STOCK PURCHASE AGREEMENT

Limitation of Representations and Warranties. EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTExcept for the representations and warranties set forth in Article IV and Article VI (including the Schedules) or expressly set forth elsewhere in this Agreement or the Transaction Documents or the certificates or instruments delivered hereunder or thereunder, SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIESthe Company and the Seller Parties are not making any other representations or warranties, WRITTEN OR ORALwritten or oral, STATUTORYstatutory, EXPRESS OR IMPLIEDexpress or implied, CONCERNING SELLERconcerning the Shares, THE SHARESthe Company, OR THE BUSINESSthe Company Subsidiaries or the business, ASSETS OR LIABILITIES OF SELLERassets or liabilities of the Company and the Company Subsidiaries. Without limiting the generality of the foregoing, EXPLORER OR EPSCand notwithstanding any representations and warranties made by the Company in Article IV or otherwise, the Company makes no representation or warranty to Purchaser with respect to any projections, estimates, plans or budgets delivered to or made available to Purchaser of future revenues, expenses or expenditures or future results of operations or performance of the Company, the Company Subsidiaries or their businesses, or any information or documents (financial or otherwise) from third parties made available to Purchaser or its counsel, accountants or advisers with respect to the Company, the Company Subsidiaries or their businesses. SHLX AND BUYER EACH PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, THIS AGREEMENT NONE OF THE COMPANY OR THE SELLER PARTIES HAS NOT MADE, AND THE COMPANY AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIMS DISCLAIM AND NEGATESNEGATE, AND BUYER AND SHLX PURCHASER HEREBY EACH EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND BUYER AND SHLX EACH PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST ANY THE COMPANY AND SELLER PARTY OR ITS PARTIES AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY BUYER PARTY PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF ANY THE COMPANY OR SELLER PARTY OR ANY OF THEIR REPRESENTATIVES PARTIES, EXCEPT AS STATED IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSTRANSACTION DOCUMENTS OR THE CERTIFICATES OR INSTRUMENTS DELIVERED HEREUNDER OR THEREUNDER. NOTWITHSTANDING WITHOUT LIMITING THE FOREGOING, NOTHING NEITHER THE COMPANY NOR SELLER PARTIES ARE MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO THE INFORMATION SET FORTH IN THIS AGREEMENT SHALL ACT AS A RELEASE OF ANY ACT OF FRAUD BY A PARTYCONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.