Common use of No Additional Representations and Warranties Clause in Contracts

No Additional Representations and Warranties. Except as provided in this Article IV or in any certificate to be delivered by the Company in connection with this Agreement, none of the Company, Operating Partnerships or any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to the Company, Operating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise.

No Additional Representations and Warranties. Except as provided in this Article IV V or in any certificate to be delivered by Parent or the Company Merger Subs in connection with this Agreement, none of Parent, the Company, Operating Partnerships Merger Subs or any other Person on behalf of Parent or the Company or Operating Partnerships Merger Subs makes any express or implied representation or warranty with respect to Parent, the Company, Operating PartnershipsMerger Subs, any of their respective Subsidiaries, or with respect to any other information provided to Parentthe Company, the Merger Subs Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Company, Operating Partnerships Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to Parentthe Company, the Merger Subs Operating Partnerships or any other Person resulting from the distribution or failure to distribute to Parent the Company or the Merger SubsOperating Partnerships, or Parentthe Company’s or the Merger SubsOperating Partnerships’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. V. Except for the representations and warranties expressly contained in Article VIV, the Company Parent and the Operating Partnerships Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent the Company nor any of its Subsidiaries or Representatives makes, and none of the CompanyParent, the Operating Partnerships Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parentthe Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the CompanyParent, the Operating Partnerships Merger Subs or any of their respective Representatives by or on behalf of Parentthe Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the Transactions.

No Additional Representations and Warranties. (a) Except as provided in this Article IV V (as modified by the Parent Disclosure Letter) or in the Parent Closing Certificate, neither Parent, Merger Sub nor any certificate other Person on behalf of Parent or Merger Sub makes, or has made, any express or implied representation or warranty with respect to be delivered by Parent or Merger Sub or with respect to any other information provided to the Company Company, any of its Subsidiaries or their respective Affiliates or other Representatives in connection with entering into this AgreementAgreement and proceeding with the Transactions or otherwise, none including the accuracy, completeness or timeliness thereof. (b) Each of Parent and Merger Sub acknowledges that neither the Company, Operating Partnerships or nor any of its Subsidiaries, nor any other Person on behalf of the Company Acquired Companies makes, or Operating Partnerships makes has made, and neither Parent nor Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company, Operating Partnerships, any of their respective Subsidiaries, Acquired Companies or with respect to any other information provided to Parent, the Merger Subs or Sub, their respective Affiliates or any of their respective Representatives in connection with entering into this Agreement and proceeding with the TransactionsTransactions or otherwise, including the accuracy, completeness or timeliness thereof, other than the representations and warranties contained in Article IV (as modified by the Company Disclosure Letter) or in the Company Closing Certificate. None Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by Applicable Law, the Company, Operating Partnerships its Subsidiaries and their respective Affiliates, equityholders, controlling Persons or other Representatives shall not have any liability or responsibility whatsoever to Parent, Merger Sub or their respective Affiliates, equityholders, controlling Persons or other Representatives or any other Person will have on any basis (including in contract or be subject to any claimtort, liabilities under federal or any other obligation to Parentstate securities Laws or otherwise) based upon, the Merger Subs or any other Person related to, resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, arising out of (i) any such information, including any information, documents, projections, estimates, forecasts or other material material, made available to Parent Parent, Merger Sub or any of its or their respective Affiliates or other Representatives in connection with entering into this Agreement and proceeding with the Merger Subs Transactions (including in the any electronic data room maintained by the Company for purposes of the Transactions or in any management presentations presentation made in expectation of connection with the Transactions), unless and or (ii) any statements made (or any omissions therefrom) to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article VParent, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of Merger Sub, their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships Affiliates or any of their other respective Representatives has relied upon or otherwise been induced byRepresentatives, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available except as and only to the Company, extent expressly set forth in Article IV (as modified by the Operating Partnerships Company Disclosure Letter) or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseCompany Closing Certificate.

No Additional Representations and Warranties. Except as for the express representations and warranties provided in this Article IV or in any certificate to be delivered by the Company in connection with this Agreement, none of the Company, Operating Partnerships or any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to the Company, Operating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless III and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent Seller nor any of its Subsidiaries or Representatives makesnor Affiliates, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, nor any of their respective Representatives or equityholders or any other Person acting on Seller’s behalf has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to Seller or any of the Company Entities (including any representation or warranty relating to financial condition, results of operations, assets or liabilities of any of the Company Entities) to Buyer or any of its Affiliates or their respective Representatives or equityholders or any other Person, and Seller, on behalf of itself and its Subsidiaries and their respective Affiliates and Representatives, hereby disclaims any such other representations or with warranties and no such party shall be liable in respect to of the accuracy or completeness of any other information provided or made available to the Company, the Operating Partnerships Buyer or any of its Affiliates or their respective Representatives by or on behalf of Parent, equityholders other than the express representations and warranties provided in Article III and this Article IV. Neither Seller nor any of its SubsidiariesSubsidiaries nor Affiliates, nor any of their respective Representatives or equityholders or any other Person acting on Seller’s behalf is, directly or indirectly, orally or in connection with the Transactions writing, making any representations or warranties regarding any pro-forma financial information, financial projections or other forward-looking prospects, risks or statements (financial or otherwise) of the Company Entities to Buyer or its Affiliates (including any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to Buyer), and Seller, on behalf of itself and its Subsidiaries and their respective Affiliates and Representatives, hereby disclaims all Liability and responsibility for any such information and statements. It is understood that any due diligence materials made available to Buyer or its Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of Seller or its Affiliates or their respective Representatives.

No Additional Representations and Warranties. Except as provided Buyer acknowledges and agrees that except for the representations and warranties contained in this Article IV or in any certificate to be delivered (as modified by the Company in connection with this AgreementDisclosure Schedules), none of neither the Company, Operating Partnerships or Selling Parties nor any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty warranty, including as to the accuracy or completeness of any information regarding the Business, on behalf of the Selling Parties. The Selling Parties specifically disclaim any such representation or warranty, whether by the Selling Parties or any of their Representatives or any other Person, with respect to the Companyexecution and delivery of this Agreement, Operating Partnerships, the Ancillary Agreements or the consummation of the transactions contemplated hereby or the Business or Purchased Assets notwithstanding the delivery or disclosure to Buyer or any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships its Representatives or any other Person will of any documentation or other information with respect to the foregoing. Buyer further agrees that neither the Selling Parties nor any other Person shall have or be subject to any claim, liabilities or any other obligation Liability to Parent, the Merger Subs Buyer or any other Person resulting from the distribution to Buyer or failure to distribute to Parent or the Merger Subssuch Person, or ParentBuyer’s or the Merger Subs’ such Person’s use of, any such information, including any information, documents, projections, estimates, forecasts data or other material materials made available to Parent or the Merger Subs in the electronic data room maintained Buyer by the Company for purposes of the Transactions or Selling Parties, management presentations or other form in expectation of the Transactionstransactions contemplated by this Agreement. OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES), unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IVIT IS THE EXPRESS INTENT OF THE PARTIES HERETO THAT THE SELLING PARTIES MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY IN RE- SPECT OF THE BUSINESS OR THE PURCHASED ASSETS OR ANY OTHER MATTER, INCLUDING, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PURCHASED ASSETS, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY DISCLAIMED. Except for the representations and warranties expressly contained in Article VTHE SELLING PARTIES RECOGNIZE AND AGREE THAT BUYER, the Company and the Operating Partnerships acknowledge and agree IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, IS RELYING UPON THE REPRESENTATIONS AND WARRANTIES EXPRESSLY GIVEN IN ARTICLE IV OF THIS AGREEMENT (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseAS MODIFIED BY THE DISCLOSURE SCHEDULES).

No Additional Representations and Warranties. Except as provided Each of Acquiror and Merger Sub, on the one hand, and SPC, on the other hand, agrees that, except for the representations and warranties made by the other party that are expressly set forth in this Article III and Article IV or in any certificate to be delivered by the Company in connection with of this Agreement, none of the Companyas applicable, Operating Partnerships or any neither party has made and shall not be deemed to have made to such other Person on behalf of the Company or Operating Partnerships makes party any express or implied representation or warranty of any kind. Unless otherwise expressly liable pursuant to a written agreement, no representative of a party or “affiliate” (within the meaning of Rule 405 promulgated under the Securities Act) (each such person a “Securities Act Affiliate”), acting in his or its capacity as an agent of a party, shall have any liability or obligation for breaches of this Agreement or the Transaction, and each party hereby waives and releases all claims of any such liability and obligation, except as set forth below. Without limiting the generality of the foregoing, each party agrees that neither the other party nor any of its Securities Act Affiliates or representatives makes or has made any representation or warranty to such party or to any of its representatives or Securities Act Affiliates with respect to the Companyto: (a) any projections, Operating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projectionsforecasts, estimates, forecasts plans or other material made available to Parent budgets of future revenues, expenses or the Merger Subs in the electronic data room maintained by the Company for purposes expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) of future financial condition (or any component thereof) of the Transactions other party or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makesthe future business, and none operations or affairs of the Company, the Operating Partnerships other party or any of their respective Representatives has relied upon or otherwise been induced by, its Subsidiaries; and (b) any other representation information, statement or warrantydocuments heretofore or hereafter delivered to or made available to such party or its representatives or Securities Act Affiliates with respect to the other party or any of its Subsidiaries or the business, whether operations or not express affairs of the other party or implied, by or on behalf of Parent, any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made by the other party and contained in Article III or Article IV of this Agreement, as applicable. Notwithstanding anything to the contrary in this Section 5.10, nothing in this Agreement shall relieve any of their respective Representatives party to this Agreement, any representative or any other Person, Securities Act Affiliate from any liability for statutory or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwisecommon law fraud.

No Additional Representations and Warranties. Except as otherwise expressly provided in this Article IV or in any certificate to be delivered II (as modified by the Company Schedules) and in connection with this any Ancillary Agreement, none of neither the Company, Operating Partnerships any Subsidiary, any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty whatsoever with respect to the Company, Operating Partnershipsits Affiliates, and any matter relating to any of them, including their respective Subsidiariesaffairs, the condition, value or quality of their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided made available to Parent, the Merger Subs or their respective its Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced representatives by, or on behalf of, Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any other person on behalf of Company has made or makes, any representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided projections, forecasts or estimates or budgets made available to the CompanyParent, the Operating Partnerships its Affiliates or any of their respective Representatives by representatives of future revenues, future results of operations (or on behalf any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, any of its Subsidiaries, Affiliates or any of their respective Representatives representatives or any other Person person, and that any such representations or warranties are expressly disclaimed. The Company is not relying on any statement, representation or warranty, oral or written, express or implied, made by Parent or Merger Sub or any of their respective representatives, except as expressly set forth in connection with Article III (as modified by the Transactions Parent Schedule), in any Ancillary Agreement, or otherwisein any Parent SEC Report.

No Additional Representations and Warranties. Except The Company acknowledges that except for the representations and warranties made by Parent and Merger Sub in Article 5 or as provided in this Article IV or set forth in any certificate to be delivered by the Company in connection with this AgreementLetter of Transmittal, none of the Companyneither Parent, Operating Partnerships or Merger Sub nor any other Person on behalf of the Company or Operating Partnerships makes any other express or implied representation or warranty with respect to Parent and Merger Sub. In entering into this Agreement, each of the CompanyCompany and Stockholders’ Representative has relied solely upon its own investigation and analysis and the representations and warranties set forth in Article 5, Operating Partnerships, and each of the Company and Stockholders’ Representative acknowledges that (i) neither Parent nor any Affiliate of Parent nor any of their respective Subsidiariesdirectors, officers, employees, stockholders, agents or with respect to representatives makes or has made any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not either express or implied, by at Law or on behalf in equity, (A) as to the accuracy or completeness of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other the information provided or made available to the Company, its Affiliates or any of the Operating Partnerships Company’s and its Affiliates respective directors, officers, employees, stockholders, agents, representatives or lenders or any other Person prior to the execution of this Agreement or (B) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the business of the Parent and its Subsidiaries heretofore or hereafter delivered to or made available to the Company, its Affiliates or any of the Company’s and its Affiliates respective directors, officers, employees, stockholders, agents, representatives or lenders and (ii) it has not been induced by or relied upon any representation, warranty or other statement, express or implied, made by Parent or any Affiliate of Parent or any of their respective Representatives by directors, officers, employees, stockholders, agents or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives representatives or any other Person Person, except in connection with the Transactions case of clause (i)(A) or otherwiseclause (ii) for the representations and warranties set forth in Article 5 and as may be set forth in the Letters of Transmittal.

No Additional Representations and Warranties. Except as provided in this Article IV or in any certificate to be delivered for the representations and warranties made by the Company in connection with this AgreementArticle III (including the Company Disclosure Letter), none of neither the Company, Operating Partnerships or Company nor any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to the CompanyCompany or any of its Subsidiaries or their respective businesses, Operating Partnershipsoperations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes or has made any representation or warranty to Purchaser or Purchaser Guarantor or any of their respective Subsidiaries, Affiliates or Representatives with respect to (i) any other financial projection, forecast, estimate, budget or prospect information provided relating to Parent, the Merger Subs Company or any of its Subsidiaries or the transactions contemplated hereby or its or their respective businesses or operations or (ii) any oral or written information furnished or made available to Purchaser or Purchaser Guarantor or any of their Affiliates or Representatives in connection with the Transactionscourse of their due diligence investigation of the Company, the negotiation of this Agreement or the consummation of the transactions contemplated hereby, including the accuracy, completeness or timeliness currency thereof. None of , and neither the Company, Operating Partnerships or Company nor any other Person will have any liability to Purchaser or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs Purchaser Guarantor or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any in respect of such information, including any subsequent use of such information, documentsexcept for any claim for damages made prior to the Closing hereunder, projectionssubject to the terms hereof, estimates, forecasts for a breach of any representation or other material warranty made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and Article III relating to the extent any such information is expressly included or in a representation or warranty contained the case of fraud. The representations and warranties in this Article IV. Except for Agreement, including this Section 3.15, do not abrogate or limit in any manner the representations and warranties expressly contained made in Article Vthe Management Agreement, the Company when and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseif made.

No Additional Representations and Warranties. Except as in the event of Fraud and for the express representations and warranties provided in this Article IV III, Article IV, any Transaction Document to which Seller is or in will at the Closing be a party, or any certificate to be delivered by the Company in connection with Seller pursuant to this AgreementAgreement or any Transaction Document, none neither Seller nor any other member of the Company, Operating Partnerships or any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to Seller Group (including the Company), Operating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Affiliates, directors, officers, employees, equityholders, partners, members or other Representatives has relied upon made, or otherwise been induced byis making, any other representation or warrantywarranty of any kind or nature whatsoever, whether oral or not written, express or implied, by relating to the Company (including, but not limited to, any representation or warranty relating to financial condition, results of operations, assets or liabilities of the Company) to Buyer or any of its Affiliates or its or their respective directors, officers, employees, equityholders, partners, members or other Representatives, and Seller, on behalf of Parentitself and the other members of the Seller Group (including the Company) and their Affiliates, except in the event of Fraud, hereby disclaims any such other representations or warranties and all Liability and responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to Buyer or any of Buyer’s Affiliates or Representatives, including omissions therefrom, and no such party shall be liable, except in the event of Fraud, in respect of the accuracy or completeness of any information provided to Buyer or any of its SubsidiariesAffiliates or its or their respective directors, officers, employees, equityholders, partners, members or other Representatives other than the express representations and warranties provided in this Article III, Article IV, any of their respective Representatives Transaction Document to which Seller is or will at the Closing be a party, or any other Person, or with respect certificate delivered by Seller pursuant to any other information provided or made available to the Company, the Operating Partnerships this Agreement or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseTransaction Document.

No Additional Representations and Warranties. (a) Except as for the express representations and warranties provided in ARTICLE III and this Article IV or in ARTICLE IV, neither Seller nor any certificate to be delivered by the Company in connection with this Agreementof its Affiliates, none of the Company, Operating Partnerships or any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to the Company, Operating Partnerships, nor any of their respective Subsidiariesdirectors, officers, employees, stockholders, partners, members or Representatives has made, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use ofis making, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article Vof any kind or nature whatsoever, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries oral or Representatives makeswritten, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by relating to Seller, the Company or the Business (including, but not limited to, any representation or warranty relating to financial condition, results of operations, assets or Liabilities of the Business) to Buyer or any of its Affiliates or their respective directors, officers, employees, stockholders, partners, members or Representatives, and Seller, on behalf of Parentitself and its Affiliates, hereby disclaims any such other representations or warranties and no such party shall be liable in respect of the accuracy or completeness of any information provided to Buyer or any of its Subsidiaries, any of Affiliates or their respective directors, officers, employees, stockholders, partners, members or Representatives (including information in the “Project Harvest Moon” electronic data room hosted by Venue by DFIN (the “Data Room”) or provided in any formal or informal management presentation), other Personthan the express representations and warranties provided in ARTICLE III and this ARTICLE IV. (b) EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV, or with respect to any other information provided or made available to the CompanyTHE COMPANY INTERESTS ARE BEING ACQUIRED “AS IS, the Operating Partnerships or any of their respective Representatives by or on behalf of ParentWHERE IS,” AND SELLER AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, any of its SubsidiariesEXPRESS OR IMPLIED, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseAS TO LIABILITIES, OPERATIONS OF THE BUSINESSES, OR ASSETS (INCLUDING TITLE, CONDITION, VALUE OR QUALITY THEREOF) OF THE COMPANY AND THE BUSINESS OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE ASSETS OF THE COMPANY AND THE BUSINESS, AND SELLER AND ITS AFFILIATES EXPRESSLY DISCLAIM, AND BUYER HEREBY WAIVES, ANY REPRESENTATION OR WARRANTY OF QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS OF THE COMPANY AND THE BUSINESS, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR AS TO THE CONDITION OF THE ASSETS OF THE COMPANY AND THE BUSINESS OR ANY PART THEREOF, INCLUDING WHETHER THE COMPANY POSSESS SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE THE BUSINESS, IN EACH CASE EXCEPT AS EXPRESSLY SET FORTH HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE CONDITION OF THE ASSETS OF THE COMPANY AND THE BUSINESS, AND NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY OR ON BEHALF OF SELLER OR ITS AFFILIATES OR BY ANY REPRESENTATIVE, AGENT, ATTORNEY, ADVISOR, CONSULTANT, ACCOUNTANT, BROKER OR INVESTMENT BANKER, INCLUDING ANY INFORMATION OR MATERIAL CONTAINED IN THE MANAGEMENT PRESENTATION RECEIVED BY BUYER, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING ANY SUPPLEMENTS), INFORMATION PROVIDED DURING DUE DILIGENCE, INCLUDING INFORMATION IN THE DATA ROOM, AND ANY ORAL, WRITTEN OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST PROVIDED TO BUYER, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, WILL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF THE COMPANY INTERESTS AND THE ASSETS OF THE COMPANY AND THE BUSINESS THAT IS NOT SET FORTH HEREIN.

No Additional Representations and Warranties. Except as provided in this Article IV Agreement, any Ancillary Agreement or in any certificate delivered pursuant to be delivered by the Company in connection with this Agreement, none of the Company, Operating Partnerships or no RHP Party nor any other Person on behalf of the Company makes, has made or Operating Partnerships makes will make any express or implied representation or warranty with respect to the Company, Operating Partnerships, Company or any of the OEG Subsidiaries or its or their respective Subsidiariesbusinesses, operations, assets, liabilities, condition (financial or with respect to otherwise) or prospects, and the Company hereby disclaims any such other information provided to Parentrepresentations or warranties. In particular, without limiting the Merger Subs or foregoing disclaimer, except for the representations and warranties made by the RHP Parties and their respective Affiliates in connection this Agreement, any Ancillary Agreement or in any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any representation or warranty to Purchaser or Purchaser Guarantor or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the TransactionsCompany or any of the OEG Subsidiaries or the transactions contemplated hereby or its or their respective businesses or operations or (ii) any oral or written information furnished or made available to Purchaser or Purchaser Guarantor or any of their Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the consummation of the transactions contemplated hereby, including the accuracy, completeness or timeliness currency thereof. None of the CompanyNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, Operating Partnerships or any other Person will have or be subject to any claimNOTHING IN THIS SECTION 3.22 OR SECTION 4.8 SHALL PREVENT, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseLIMIT OR PRECLUDE A CLAIM RELATING TO FRAUD.

No Additional Representations and Warranties. Except as otherwise expressly provided in this Article IV or in any certificate to be delivered II (as modified by the Company in connection with this AgreementSchedules), none of neither the Company, Operating Partnerships any Subsidiary, any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any other express or implied representation or warranty whatsoever with respect to the Company, its Affiliates, or any matter relating to any of them, including their affairs, the condition, value or quality of their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, its Affiliates or any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, neither the Company nor any other Person on behalf of the Company has made or Operating Partnerships makes makes, any representation or warranty, whether express or implied representation or warranty with respect to the Companyimplied, Operating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided projections, forecasts or estimates or budgets made available to Parent, the Merger Subs or their respective its Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon representatives of future revenues, future results of operations (or otherwise been induced byany component thereof), future cash flows or future financial condition (or any other representation component thereof) of the Company or warrantyany of its Subsidiaries (including the reasonableness of the assumptions underlying any of the foregoing), whether or not express included in any management presentation or implied, by or on behalf of in any other information made available to Parent, any of its Subsidiaries, Affiliates or any of their respective Representatives representatives or any other Person, and any such representations or with respect to warranties are expressly disclaimed. The Company is not relying on any other information provided statement, representation or warranty, oral or written, express or implied, made available to the Company, the Operating Partnerships by Parent or Merger Subs or any of their respective Representatives representatives, except as expressly set forth in Article III (as modified by the Parent Schedule) or on behalf of Parent, in any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseParent SEC Report.

No Additional Representations and Warranties. Except (a) Buyer acknowledges and agrees that it is acquiring the Purchased Assets on an “as is, where is” and “without recourse” basis, and that, except as expressly provided in this Article IV Agreement, Receiver nor any of its Representatives make any representations or warranties of any kind whatsoever, express or implied, and in particular, and without limiting the generality of the foregoing, Receiver expressly negates and disclaims, and neither Receiver nor any of its Representatives shall be liable for, any representation or warranty which may have been made or alleged to be made in any instrument or document related hereto, or in any certificate statement or information made or communicated (in writing or orally) to be delivered Buyer or its Representatives in any manner including any opinion, information, or advice which may have been provided to Buyer by the Company in connection with this Agreement, none of the Company, Operating Partnerships Receiver or any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to the Company, Operating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates its Representatives in connection with the Transactions, including the accuracy, completeness Purchased Assets or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and relation to the extent transaction contemplated herein. For greater certainty, neither Receiver nor any such information is expressly included in a of their Representatives make any condition, representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article Vwhatsoever, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, with respect to: (i) the merchantability, physical or financial condition, description, fitness for a particular purpose, suitability for development, title, description, use or zoning, environmental condition, existence of latent defects, quality, quantity or any other thing affecting any of the Purchased Assets; (ii) any data or written or oral information supplied by Receiver or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions Purchased Assets, including by way of management presentations, site visits and diligence meetings or telephone calls or otherwise; (iii) the condition, status, validity or enforceability of the US Patent; (iv) the value of any of the Purchased Assets or the future cash flow therefrom; or (v) any regulatory approvals, Permits and licenses, consents or authorizations that may be needed to complete the transaction contemplated by this Agreement or to operate or carry on the business or any portion thereof.

No Additional Representations and Warranties. Except as provided Buyer acknowledges and agrees that except for the representations and warranties contained in this Article IV or in any certificate to be delivered (as modified by the Company in connection with this AgreementDisclosure Schedules), none of neither the Company, Operating Partnerships or Selling Parties nor any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty warranty, including as to the accuracy or completeness of any information regarding the Business, on behalf of the Selling Parties. The Selling Parties specifically disclaim any such representation or warranty, whether by the Selling Parties or any of their Representatives or any other Person, with respect to the Companyexecution and delivery of this Agreement, Operating Partnerships, the Ancillary Agreements or the consummation of the transactions contemplated hereby or the Business or Purchased Assets notwithstanding the delivery or disclosure to Buyer or any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships its Representatives or any other Person will of any documentation or other information with respect to the foregoing. Buyer further agrees that neither the Selling Parties nor any other Person shall have or be subject to any claim, liabilities or any other obligation Liability to Parent, the Merger Subs Buyer or any other Person resulting from the distribution to Buyer or failure to distribute to Parent or the Merger Subssuch Person, or ParentBuyer’s or the Merger Subs’ such Person’s use of, any such information, including any information, documents, projections, estimates, forecasts data or other material materials made available to Parent or the Merger Subs in the electronic data room maintained Buyer by the Company for purposes of the Transactions or Selling Parties, management presentations or other form in expectation of the Transactionstransactions contemplated by this Agreement. OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES), unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IVIT IS THE EXPRESS INTENT OF THE PARTIES HERETO THAT THE SELLING PARTIES MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY IN RESPECT OF THE BUSINESS OR THE PURCHASED ASSETS OR ANY OTHER MATTER, INCLUDING, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PURCHASED ASSETS, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY DISCLAIMED. Except for the representations and warranties expressly contained in Article VTHE SELLING PARTIES RECOGNIZE AND AGREE THAT BUYER, the Company and the Operating Partnerships acknowledge and agree IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, IS RELYING UPON THE REPRESENTATIONS AND WARRANTIES EXPRESSLY GIVEN IN ARTICLE IV OF THIS AGREEMENT (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseAS MODIFIED BY THE DISCLOSURE SCHEDULES).

No Additional Representations and Warranties. Except as provided in this Article IV or in any certificate to be delivered by Each of Univision and Merger Sub, on the Company in connection with this Agreementone hand, none of and HBC, on the Companyother hand, Operating Partnerships or any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to the Companyagrees that, Operating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except except for the representations and warranties made by the other party that are expressly contained set forth in Article VII and Article III of this Agreement, as applicable, neither party has made and shall not be deemed to have made to such other party any representation or warranty of any kind. Unless otherwise expressly liable pursuant to a written agreement, no Representative or "affiliate" (each such person a '33 Act Affiliate") within the Company meaning of Rule 405 promulgated under the Securities Act, acting in his or its capacity as an agent of a party, shall have any liability or obligation for breaches of this Agreement or the transactions contemplated hereby, and each party hereby waives and releases all claims of any such liability and obligation, except as set forth below. Without limiting the Operating Partnerships acknowledge and agree (on their own behalf and on behalf generality of the foregoing, each of their respective Representatives) party agrees that neither Parent the other party nor any of its '33 Act Affiliates or Representatives makes or has made any representation or warranty to such party or to any of its Representatives or '33 Act Affiliates with respect to: (a) any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) of future financial condition (or any component thereof) of the other party or any of its Subsidiaries or Representatives makesthe future business, and none operations or affairs of the Company, the Operating Partnerships other party or any of their respective Representatives has relied upon or otherwise been induced by, its Subsidiaries; and (b) any other representation information, statement or warrantydocuments heretofore or hereafter delivered to or made available to such party or its Representatives or '33 Act Affiliates with respect to the other party or any of its Subsidiaries or the business, whether operations or not express affairs of the other party or implied, by or on behalf of Parent, any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made by the other party and contained in Article II or Article III of this Agreement, as applicable. Notwithstanding anything to the contrary in this Section 4.21, nothing in this Agreement shall relieve any of their respective Representatives party to this Agreement, any Representative, or any other Person, '33 Act Affiliate from any liability for statutory or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwisecommon law fraud.

No Additional Representations and Warranties. Except as provided in this Article IV Agreement, any Ancillary Agreement or in any certificate delivered pursuant to be delivered by the Company in connection with this Agreement, none of the CompanyPurchaser, Operating Partnerships or Purchaser Guarantor and any other Person on behalf of the Company makes, has made or Operating Partnerships makes will make any express or implied representation or warranty with respect to Purchaser, Purchaser Guarantor or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Purchaser and Purchaser Guarantor hereby disclaims any such other representations or warranties. In particular, without limiting the Companyforegoing disclaimer, Operating Partnershipsexcept for the representations and warranties made by Purchaser and Purchaser Guarantor in this Agreement, any Ancillary Agreement or in any certificate delivered pursuant to this Agreement, none of Purchaser, Purchaser Guarantor and any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Purchaser, Purchaser Guarantor or any of their respective Subsidiaries, Subsidiaries or with respect to any other information provided to Parent, the Merger Subs transactions contemplated hereby or its or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company or any of their Affiliates or Representatives in connection with the Transactionscourse of their due diligence investigation of Purchaser and Purchaser Guarantor, the negotiation of this Agreement or the consummation of the transactions contemplated hereby, including the accuracy, completeness or timeliness currency thereof. None of the CompanyNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, Operating Partnerships or any other Person will have or be subject to any claimNOTHING IN THIS SECTION 4.8 OR SECTION 3.22 SHALL PREVENT, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseLIMIT OR PRECLUDE A CLAIM RELATING TO FRAUD.

No Additional Representations and Warranties. Except as for the express representations and warranties provided in this Article IV (as qualified by the Schedules), any Letter of Transmittal and the certificate contemplated Section 9.2(c), neither the Company nor any other Seller Party has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, at law or in any certificate equity, relating to be delivered by or with respect to this Agreement or the Company in connection with this Agreementtransactions contemplated hereby to Acquiror, none of the Company, Operating Partnerships Merger Sub or any other Person on behalf of Acquiror Party. The Company and the Company or Operating Partnerships makes Seller Parties expressly disclaim any express or implied and all liability and responsibility for any representation or warranty with respect to the Companyof any kind or nature whatsoever, Operating Partnershipsoral or written, any of their respective Subsidiariesexpress or implied, relating or with respect to any financial information, financial projections, forecasts, budgets, confidential information memorandum or any other document or information provided made available to ParentAcquiror, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships Sub or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, (including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs information in the electronic data room maintained by the Company for purposes of the Transactions Data Room or provided in any formal or informal management presentations in expectation of the Transactionspresentation), unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except except for the representations and warranties expressly contained made in this Article VIV (as qualified the Schedules), the Company any Letter of Transmittal and the Operating Partnerships acknowledge and agree certificate contemplated Section 9.2(c). EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE IV (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makesAS QUALIFIED BY THE SCHEDULES), and none of the CompanyANY LETTER OF TRANSMITTAL OR THE CERTIFICATE CONTEMPLATED BY SECTION 9.2(c), the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced byNEITHER THE COMPANY NOR ANY SELLER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES TO ACQUIROR, any other representation or warrantyMERGER SUB OR ANY OTHER ACQUIROR PARTY, whether or not express or impliedORAL OR WRITTEN, by or on behalf of ParentEXPRESS OR IMPLIED, any of its SubsidiariesWITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, any of their respective Representatives or any other PersonOPERATIONS, or with respect to any other information provided or made available to the CompanyPROPERTIES, the Operating Partnerships or any of their respective Representatives by or on behalf of ParentLIABILITIES OR OBLIGATIONS, any of its SubsidiariesWHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseINCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.

No Additional Representations and Warranties. Except as otherwise expressly provided in this Article IV or in any certificate to be delivered ARTICLE III (as modified by the Company in connection with this AgreementDisclosure Schedule), none of CAG, the CompanyCompanies, Operating Partnerships or any other Person on behalf of the Company Subsidiaries, their Affiliates, or Operating Partnerships makes their Representatives has made, or is making, any express or implied representation or warranty whatsoever with respect to the CompanyCompanies, Operating Partnershipsthe Company Subsidiaries, their Affiliates, or any matter relating to any of them, including their respective Subsidiariesaffairs, the condition, value or quality of their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or any of its Affiliates or Representatives by, or on behalf of, CAG or the Merger Subs Companies (other than regarding CAG as expressly provided in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the TransactionsARTICLE II), unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IVis expressly disclaimed. Except for Without limiting the representations and warranties expressly contained in Article Vgenerality of the foregoing, neither CAG, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and Companies nor any other person on behalf of each of their respective Representatives) that neither Parent nor CAG or the Companies has made or makes any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by with respect to any projections, forecasts or on behalf of Parent, estimates or budgets made available to Parent or any of its SubsidiariesAffiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any member of the Company Group (including the reasonableness of the assumptions underlying any of their respective the foregoing), whether or not included in any management presentation or in any other information made available to Parent or any of its Affiliates Representatives or any other Person, and any such representation or with respect to warranty is expressly disclaimed. The Companies are not relying on any other information provided statement, representation or warranty, oral or written, express or implied, made available to the Company, the Operating Partnerships by Parent or any of their respective Representatives its Representatives, except as expressly set forth in ARTICLE IV (as modified by or on behalf of Parent, the Parent Disclosure Schedule and any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseParent SEC Report).

No Additional Representations and Warranties. Except Buyer acknowledges that none of the Sellers or any other person has made any representation or warranty, express or implied, as provided to the accuracy or completeness of any information regarding the Industrial Power Transmission Business or the Industrial Power Transmission Assets, except as expressly set forth in this Article IV or in any certificate to be delivered by the Company in connection with this Agreement, and Buyer further agrees that none of the Company, Operating Partnerships Sellers or any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to the Company, Operating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will person shall have or be subject to any claim, liabilities liability to Buyer or any other obligation to Parent, the Merger Subs or any other Person person resulting from the distribution to Buyer or failure to distribute to Parent or the Merger Subssuch person, or Parent’s Buyer's or the Merger Subs’ such person's use of, any such information, including including, without limitation, the Confidential Information Memorandum prepared by SG Advisers and any information, documents, projections, estimates, forecasts data or other material materials made available to Parent or the Merger Subs Buyer in the electronic any data room maintained furnished by the Company for purposes of the Transactions or Sellers, management presentations or other form in expectation of the Transactionstransactions contemplated by this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article VIT IS THE EXPRESS INTENT OF THE PARTIES HERETO THAT THE SELLERS MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY WHATSOEVER, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makesEXPRESS OR IMPLIED, and none of the CompanyAT LAW OR IN EQUITY IN RESPECT OF THE INDUSTRIAL POWER TRANSMISSION BUSINESS OR THE INDUSTRIAL POWER TRANSMISSION ASSETS OR ANY OTHER MATTER BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced byINCLUDING WITHOUT LIMITATION ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, any other representation or warrantyMERCHANTABILITY, whether or not express or impliedSUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INDUSTRIAL POWER TRANSMISSION BUSINESS OR ANY OF THE INDUSTRIAL POWER TRANSMISSION ASSETS, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseAND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY DISCLAIMED.

No Additional Representations and Warranties. Except Buyer acknowledges that neither Sellers, IP Sellers nor any other Person has made any representation or warranty, express or implied, as provided to the accuracy or completeness of any information regarding the Businesses, the Purchased Assets or the Purchased IP Assets, except as expressly set forth in this Article IV or in any certificate to be delivered by the Company in connection with this Agreement, none of the Companyor for fraud and Buyer further agrees that neither Sellers, Operating Partnerships or IP Sellers nor any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to the Companyshall have, Operating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to, any Liability to any claim, liabilities or any other obligation to Parent, the Merger Subs Buyer or any other Person resulting from the distribution to Buyer or failure to distribute to Parent or the Merger Subssuch Person, or Parent’s Buyer's or the Merger Subs’ such Person's use of, any such information, including the Confidential Information Memorandum and any information, documents, projections, estimates, forecasts data or other material materials made available to Parent or the Merger Subs Buyer in the electronic online data room maintained furnished by the Company for purposes of the Transactions or Sellers, management presentations or other form in expectation of the Transactionstransactions contemplated by this Agreement. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IVEXCEPT FOR FRAUD, IT IS THE EXPRESS INTENT OF THE PARTIES HERETO THAT NEITHER SELLERS NOR IP SELLERS MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESSES, THE PURCHASED ASSETS OR THE PURCHASED IP ASSETS OR ANY OTHER MATTER BEYOND THOSE EXPRESSLY GIVEN HEREIN OR IN ANY SIGNED CERTIFICATES OR OTHER SIGNED INSTRUMENTS OR SIGNED AGREEMENTS DELIVERED IN CONNECTION WITH THIS AGREEMENT AFTER THE DATE HEREOF AND ON OR PRIOR TO THE CLOSING DATE. Except for the representations and warranties expressly contained in Article VEXCEPT AS SET FORTH IN ARTICLE 5 AND SECTION 13.2, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseTHE PURCHASED ASSETS AND THE PURCHASED IP ASSETS ARE BEING SOLD "AS IS" AND "WHERE IS" WITH ALL FAULTS.

No Additional Representations and Warranties. Except as otherwise expressly provided in this Article ARTICLE IV or in any certificate to be delivered (as modified by the Company in connection with this AgreementParent Disclosure Schedule), none of Parent, the CompanyParent Subsidiaries, Operating Partnerships their Affiliates, or their Representatives has made, or is making, any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty whatsoever with respect to Parent, the CompanyParent Subsidiaries, Operating Partnershipstheir Affiliates, or any matter relating to any of them, including their respective Subsidiariesaffairs, the condition, value or quality of their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article VCAG, the Company and the Operating Partnerships acknowledge and agree (on Companies, their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships Affiliates or any of their respective Representatives has relied upon or otherwise been induced by, or on behalf of, Parent, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, neither Parent nor any other person on behalf of Parent has made or makes, any representation or warranty, whether or not express or implied, by with respect to any projections, forecasts or on behalf of Parentestimates or budgets made available to CAG, the Companies, their Affiliates or any of its Subsidiariestheir respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to CAG, the Companies, their Affiliates or any of their respective Representatives or any other Person, and that any such representations or with respect to warranties are expressly disclaimed. Parent is not relying on any other information provided statement, representation or warranty, oral or written, express or implied, made available to by CAG or the Company, the Operating Partnerships Companies or any of their respective Representatives Representatives, except as expressly set forth in ARTICLE II (as modified by the CAG Disclosure Schedule) or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with ARTICLE III (as modified by the Transactions or otherwiseCompany Disclosure Schedule).

No Additional Representations and Warranties. Except as otherwise expressly provided in this Article IV II or in any certificate to be delivered by the Company in connection with this Agreementelsewhere herein, none of neither the Company, Operating Partnerships any Subsidiary, any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty whatsoever with respect to the Company, Operating Partnershipsits Affiliates, and any matter relating to any of them, including their respective Subsidiariesaffairs, the condition, value or quality of their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided made available to Parent, the Merger Subs or their respective its Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced representatives by, or on behalf of, Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any other person on behalf of Company has made or makes, any representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided projections, forecasts or estimates or budgets made available to the CompanyParent, the Operating Partnerships its Affiliates or any of their respective Representatives by representatives of future revenues, future results of operations (or on behalf any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, any of its Subsidiaries, Affiliates or any of their respective Representatives representatives or any other Person person, and that any such representations or warranties are expressly disclaimed. The Company is not relying on any statement, representation or warranty, oral or written, express or implied, made by Parent or Merger Sub or any of their respective representatives, except as expressly set forth in connection with Article III (as modified by the Transactions Parent Schedule) or otherwisein any Parent SEC Report.

No Additional Representations and Warranties. Except as for the express representations and warranties provided in this Article IV (including the Schedules), the Ancillary Documents or in any instrument, document or certificate delivered pursuant to be delivered by the Company in connection with this Agreement, none of neither the Company, Operating Partnerships or Company nor any other Person on behalf of the Company Seller Party has made, or Operating Partnerships makes is making, any express or implied representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the Company, Operating Partnerships, Transactions to Acquiror or any of their respective Subsidiariesits Affiliates. The Company expressly disclaims any and all liability and responsibility for any 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 provided made available to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships Acquiror or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, (including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs information in the electronic data room maintained by the Company for purposes of the Transactions Data Room or provided in any formal or informal management presentations in expectation of the Transactionspresentation), unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except except for the representations and warranties expressly contained made in this Article VIV (including the Schedules), the Company and the Operating Partnerships acknowledge and agree Ancillary Documents or in any instrument, document or certificate delivered pursuant to this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE IV (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makesINCLUDING THE SCHEDULES), and none of the CompanyTHE ANCILLARY DOCUMENTS OR IN ANY INSTRUMENT, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced byDOCUMENT OR CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, any other representation or warrantyTHE COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO ACQUIROR OR ANY OF ITS AFFILIATES, whether or not express or impliedORAL OR WRITTEN, by or on behalf of ParentEXPRESS OR IMPLIED, any of its SubsidiariesWITH RESPECT TO THE ACQUIRED COMPANIES OR THE BUSINESSES, any of their respective Representatives or any other PersonOPERATIONS, or with respect to any other information provided or made available to the CompanyPROPERTIES, the Operating Partnerships or any of their respective Representatives by or on behalf of ParentLIABILITIES OR OBLIGATIONS, any of its SubsidiariesWHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, any of their respective Representatives or any other Person in connection with the Transactions or otherwiseINCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.