Common use of No Additional Representations or Warranties Clause in Contracts

No Additional Representations or Warranties. Seller acknowledges and agrees that neither Buyer nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Seller further acknowledges and agrees that (a) Seller has conducted such investigations of the Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) and prospects as Seller deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made by the Buyer herein. Seller acknowledges and agrees that, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements).

No Additional Representations or Warranties. Seller Buyer acknowledges and agrees that neither Buyer Seller nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to Buyer’s businessthe Business, its assetsPurchased Assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller Buyer acknowledges and agrees that Seller Buyer has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Seller Buyer further acknowledges and agrees that (a) Seller Buyer has conducted such investigations of the Buyer’s businessBusiness, its assetsPurchased Assets, liabilities, condition (financial ability to Close or otherwise) and prospects as Seller Buyer deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made by the Buyer Seller herein. Seller Buyer acknowledges and agrees that, in connection with such investigation, Seller Buyer may have received from or on behalf of the Buyer Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of BuyerSeller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller Buyer is not relying thereon. Seller Buyer acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements).

No Additional Representations or Warranties. Buyer acknowledges that Seller acknowledges and agrees that neither Buyer nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has not made any representationrepresentation or warranty, warranty or promise, expressed express or implied, as to Buyer’s businessregarding Seller, its assetsthe Business, liabilities, condition (financial ability to Close the Acquired Assets or otherwise) or prospectsthe Assumed Liabilities, except only as for the representations and warranties of Seller expressly set forth in Section 7 of this Agreement. Buyer further agrees that, except with respect to the representations and warranties of Seller expressly set forth in Section 7 of this Agreement, Seller shall not have or be subject to any liability to Buyer or any other Buyer Indemnified Party resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in the Data Room, management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Business, as Buyer acknowledges and agrees that Seller has not reliedno representations or warranties are made with respect to any such information, document, material or statement. ▇▇▇▇▇ further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertainties, and that Buyer is not relyingfully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, upon any representationforecasts, warranty, promise, statement projections or information (whether written or oral) not expressly made in this Agreementstatements. Seller ▇▇▇▇▇ further acknowledges and agrees that (a) Seller it has conducted such investigations of Seller and the Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) and prospects Business as Seller it deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making it and its decision representatives have been permitted access to execute the records, facilities, equipment, Tax Returns, Contracts and consummate other properties and assets of Seller which they have desired and requested to see and/or review, and (c) it and its representatives have had the transactions contemplated by this Agreementopportunity to meet with representatives of Seller to discuss the Business, is solely relying upon the results of its own investigation Acquired Assets and the express Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (i) the representations and warranties made expressly set forth in Section 7 (as modified by the Disclosure Schedule) of this Agreement or Buyer’s right to rely thereon or (ii) Seller’s liability to Buyer herein. Seller acknowledges and agrees that, or any other Buyer Indemnified Party in connection with such investigation, Seller may have received from the event of any Fraud by or on behalf of the Buyer or its Affiliates or their respective ownersSeller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8, managersBUYER MAKES NO REPRESENTATION OR WARRANTY, directorsEXPRESS OR IMPLIED, officersAT LAW OR IN EQUITY, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)IN RESPECT OF BUYER.

No Additional Representations or Warranties. Seller Buyer acknowledges that Sellers, the Company and agrees that neither their representatives and affiliates have not made, and Buyer nor has not relied on, any of its Affiliates representation or their respective ownerswarranty, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed express or implied, as to Buyer’s businessregarding Sellers, its the Company, the assets, liabilities, condition (financial ability to Close liabilities or otherwise) operations or prospectsthe Business, except only as for the representations and warranties of the Company and the Sellers expressly set forth in Sections 3 and 4 of this Agreement, respectively, in each case as modified by the Disclosure Schedule. Buyer further agrees that the Company and the Sellers, and their respective representatives and Affiliates, shall not have or be subject to any liability to Buyer or its Affiliates resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in any “data room,” management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans or financial projections of the Company, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document or material and Buyer has not relied on any such information, document or material in making its investment decision in connection with this Agreement. Seller Buyer further acknowledges and agrees that Seller has not reliedthere are uncertainties inherent in attempting to make any such estimates, forecasts or projections, that Buyer is familiar with such uncertainties, and that Buyer is not relyingfully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, upon any representation, warranty, promise, statement forecasts or information (whether written or oral) not expressly made in this Agreementprojections. Seller Buyer further acknowledges and agrees that (ai) Seller it has conducted such investigations of the Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) Company and prospects the Business as Seller it deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (ii) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of the Company which they and their representatives have desired and requested to see and/or review and (biii) in making it and its decision representatives have had the opportunity to execute and consummate meet with representatives of the transactions contemplated by this Agreement, is solely relying upon Company to discuss the results of its own investigation Business and the express representations and warranties made by the Buyer herein. Seller acknowledges and agrees that, in connection with such investigation, Seller may have received from or on behalf assets of the Buyer Company. In no event shall anything contained in this Section 5(g) be deemed to exclude the Company’s or its Affiliates or their respective ownersany Seller’s liability for Fraud. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, managersBUYER MAKES NO REPRESENTATION OR WARRANTY, directorsEXPRESS OR IMPLIED, officersAT LAW OR IN EQUITY, agents or representatives certain estimatesAND EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES. EACH OF THE SELLERS, budgetsTHE SELLER REPRESENTATIVE AND THE COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT, forecastsEXCEPT TO THE EXTENT SET FORTH IN THIS SECTION 5, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)BUYER IS MAKING NO OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; PROVIDED THAT THE FOREGOING SHALL IN NO EVENT BE DEEMED TO EXCLUDE LIABILITY FOR FRAUD.

No Additional Representations or Warranties. Seller acknowledges Except for the specific representations and agrees that neither Buyer nor any warranties expressly made by the Shareholder in Article IV of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or orala) not expressly made in this Agreement. Seller further Purchaser acknowledges and agrees that (a1) Seller neither the Company nor Shareholder is making or has conducted such investigations made any representation or warranty, express or implied, at law or in equity, in respect of the Buyer’s businessCompany, its Subsidiaries, or any of the Company’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial ability or otherwise), including with respect to Close merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Company and its Subsidiaries, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Company or any Subsidiary furnished to the Purchaser or its Representatives or made available to the Purchaser and prospects as Seller deems necessary its Representatives in any “data rooms,” “virtual data rooms,” management presentations or appropriate in any other form in expectation of, or in connection with the execution of this Agreement and the consummation of the transactions contemplated herebywith, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (2) no Representative of the Shareholder, the Company or any of its Subsidiaries has any authority, express or implied, to make any statements, representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) Purchaser specifically disclaims that it is solely relying upon the results of its own investigation and the express or has relied upon any such other statements, representations and or warranties that may have been made by the Buyer herein. Seller acknowledges any Person, and agrees that, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that the Company and the Shareholder have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (ac) there are uncertainties inherent Purchaser specifically disclaims any obligation or duty by the Shareholder, the Company or its Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in the Forward-Looking Statements, Article IV of this Agreement; and (bd) it Purchaser is familiar with such uncertainties acquiring the Company subject only to the specific representations and is taking full responsibility for making its own evaluation warranties set forth in Article IV of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)this Agreement.

No Additional Representations or Warranties. Seller The Buyer acknowledges ------------------------------------------- that its principal officers and certain of its stockholders include persons who have been actively involved in the day-to-day management of the Company. The Buyer also acknowledges and agrees represents that neither it has conducted its own investigation of the Company's business and operations and such other matters as the Buyer has determined to be worthy of its investigation in connection with the transactions contemplated hereby. The Buyer further acknowledges that none of the Seller, the Company, Union Pacific nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives other Person has made any representationrepresentation or warranty, warranty or promise, expressed express or implied, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close the accuracy or otherwise) or prospectscompleteness of any information regarding the Company, except only as expressly set forth in this Agreement. Seller acknowledges Agreement or the Disclosure Schedule, and the Buyer further agrees that Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Seller further acknowledges and agrees that (a) Seller has conducted such investigations none of the Seller, the Company, Union Pacific nor any other Person will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer’s business, or the Buyer's use of, any such information, including, without limitation, any Confidential Financing Memorandum prepared by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and The Chart Group, L.P. and any information, document or material made available to the Buyer or its assets, liabilities, condition (financial ability to Close or otherwise) and prospects as Seller deems necessary or appropriate lenders in connection with the execution expectation of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN (S)3, is solely relying upon the results of its own investigation and the express representations and warranties made by the Buyer hereinNEITHER THE SELLER NOR THE COMPANY MAKES ANY REPRESENTATION OF WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE SELLER OR THE COMPANY OR ANY OF THE ASSETS, LIABILITIES OR OPERATIONS OF THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE SELLER EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. Seller acknowledges and agrees thatEXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN (S)3, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements).THE BUYER AGREES THAT IT IS PURCHASING THE COMPANY ON AN "AS IS" AND "WHERE IS" BASIS

No Additional Representations or Warranties. Seller acknowledges Except for the specific representations and agrees that neither Buyer nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not warranties expressly made by First Surgical in this Agreement. Seller further Article III, (a) Northstar acknowledges and agrees that (ai) Seller neither First Surgical nor any Subsidiary is making or has conducted such investigations made any representation or warranty, express or implied, at law or in equity, in respect of the Buyer’s businessFirst Surgical or its Subsidiaries (including FS Surgical and FS Hospital), its or any of their respective businesses, assets, liabilities, operations, prospects, or condition (financial ability or otherwise), including with respect to Close merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, prospects, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) and prospects as Seller deems necessary regarding FS Surgical or appropriate FS Hospital furnished to Northstar or its Representatives or made available to the Northstar or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with the execution of this Agreement and the consummation of the transactions contemplated herebywith, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (ii) no Representative of First Surgical or any of its Subsidiaries has any authority, express or implied, to make any statements, representations, warranties or agreements regarding the transactions contemplated by and the subject matter of this Agreement not specifically set forth in this Agreement and subject to the express remedies and limitations thereon herein provided; (b) Northstar specifically disclaims that it is solely relying upon the results of its own investigation and the express or has relied upon any such other statements, representations and or warranties that were made by the Buyer herein. Seller acknowledges any Person, and agrees that, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that First Surgical has specifically disclaimed and does hereby specifically disclaim any such other representation or warranty made by any Person; (ac) there are uncertainties inherent Northstar specifically disclaims any obligation or duty by First Surgical or its Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in the Forward-Looking Statements, Article III; and (bd) it Northstar is familiar with such uncertainties entering into the transaction contemplated by this Agreement subject only to the specific representations and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)warranties set forth in Article III.

No Additional Representations or Warranties. Seller The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Company and its Subsidiaries and (ii) has been furnished with or given adequate access to such representatives of the Company and its Subsidiaries, and books, records and other information about the business of the Company and its Subsidiaries as it has requested. The Purchaser acknowledges that neither Buyer the Company nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its Affiliates Subsidiaries or their respective ownersbusinesses, managersexcept as expressly set forth in this Agreement and the Schedules. The Purchaser further agrees that neither the Company nor any other person shall have, or be subject to, any liability to Purchaser or any other person resulting from the distribution to, or the use by, Purchaser, its financiers and its directors, officers, employees, agents agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives has made of any representationsuch information, warranty or promiseincluding, expressed or impliedwithout limitation, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Seller further acknowledges and agrees that (a) Seller has conducted such investigations of the Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) and prospects as Seller deems necessary or appropriate documentation provided in connection with their due diligence inquiry and any information, document or material made available to the execution of this Agreement and them in the consummation of the transactions contemplated herebydocuments provided, and (b) management presentations or any other form in making its decision to execute and consummate connection with the transactions contemplated by this Agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 3.1 AND 3.2, is solely relying upon the results of its own investigation and the express representations and warranties made by the Buyer hereinTHE COMPANY AND THE SELLERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY, ITS SUBSIDIARIES OR ANY OF THEIR ASSETS, LIABILITIES OR OPERATIONS, OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND PURCHASER EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. Seller acknowledges and agrees thatEXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.1, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)PURCHASER AGREES THAT IT IS ACQUIRING THE COMPANY ON AN "AS IS" AND "WHERE IS" BASIS.

No Additional Representations or Warranties. Seller acknowledges Except for the specific representations and agrees that neither Buyer nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not warranties expressly made by Northstar in this Agreement. Seller further Article IV, (a) First Surgical acknowledges and agrees that (ai) Seller neither Northstar nor any Subsidiary is making or has conducted such investigations made any representation or warranty, express or implied, at law or in equity, in respect of the Buyer’s businessNorthstar or its Subsidiaries, its or any of their respective businesses, assets, liabilities, operations, prospects, or condition (financial ability or otherwise), including with respect to Close merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, prospects, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) and prospects as Seller deems necessary furnished to First Surgical or appropriate its Representatives or made available to First Surgical or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with the execution of this Agreement and the consummation of the transactions contemplated herebywith, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (ii) no Representative of Northstar or any of its Subsidiaries has any authority, express or implied, to make any statements, representations, warranties or agreements regarding the transactions contemplated by and the subject matter of this Agreement not specifically set forth in this Agreement and subject to the express remedies and limitations thereon herein provided; (b) First Surgical specifically disclaims that it is solely relying upon the results of its own investigation and the express or has relied upon any such other statements, representations and or warranties that were made by the Buyer herein. Seller acknowledges any Person, and agrees that, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that Northstar has specifically disclaimed and does hereby specifically disclaim any such other representation or warranty made by any Person; (ac) there are uncertainties inherent First Surgical specifically disclaims any obligation or duty by Northstar or its Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in the Forward-Looking Statements, Article IV; and (bd) it First Surgical is familiar with such uncertainties entering into the transaction contemplated by this Agreement subject only to the specific representations and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)warranties set forth in Article IV.

No Additional Representations or Warranties. Seller Buyer acknowledges that Seller, the Company and agrees that neither their representatives and Affiliates have not made, and Buyer nor has not relied on, any of its Affiliates representation or their respective ownerswarranty, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed express or implied, as to Buyer’s businessregarding Seller, its the Company, their assets, liabilities, condition (financial ability to Close liabilities or otherwise) operations or prospectsthe Business, except only as for the representations and warranties of the Company and Seller expressly set forth in Section 3 and Section 4, respectively, in each case as modified by the Disclosure Schedules. Buyer further agrees that the Company and Seller, and their respective representatives and Affiliates, shall not have or be subject to any liability to Buyer or its Affiliates resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in any “data room,” management presentations or any other form in expectation of the transactions contemplated by this Agreement. Seller , including any estimates, forecasts, plans or financial projections of the Company, and Buyer acknowledges that no representations or warranties are made with respect to any such information, document or material and agrees that Seller Buyer has not reliedrelied on any such information, document or material in making its investment decision in connection with this Agreement except as such information, documents and materials are represented to in Section 3 and Section 4. Buyer further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts or projections, that Buyer is familiar with such uncertainties, and that Buyer is not relyingfully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, upon any representation, warranty, promise, statement forecasts or information (whether written or oral) not expressly made in this Agreementprojections. Seller Buyer further acknowledges and agrees that (a) Seller it has conducted such investigations of the Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) Company and prospects the Business as Seller it deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, and (bnothing in this Section 5(g) in making its decision to execute and consummate shall limit or abrogate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made set forth in Section 3 and Section 4 (in each case, as modified by the Buyer herein. Seller acknowledges and agrees that, in connection with such investigation, Seller may have received from Disclosure Schedule) of this Agreement or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying ’s right to rely thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements).

No Additional Representations or Warranties. Seller Buyer acknowledges that Sellers and agrees that neither the Company have not made, and Buyer nor has not relied on, any of its Affiliates representation or their respective ownerswarranty, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed express or implied, as to Buyer’s businessregarding Sellers, its the Company, their assets, liabilities, condition (financial ability to Close liabilities or otherwise) operations or prospectsthe Business, except only as for the representations and warranties expressly set forth in this Agreement and the other Transaction Documents. Buyer further agrees that, except with respect to the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, Sellers shall not have or be subject to any liability to Buyer or any of its Affiliates resulting from representations or warranties with respect to any information, document or material provided to Buyer or made available to Buyer in any “data room,” management presentations or any other form in expectation of the transactions contemplated by this Agreement. Seller , including any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Company, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document or material and, except with respect to the representations and agrees that Seller warranties expressly set forth in this Agreement and the other Transaction Documents, Buyer has not reliedrelied on any such information, and is not relyingdocument, upon any representation, warranty, promise, material or statement or information (whether written or oral) not expressly made in making its investment decision in connection with this Agreement. Seller Buyer further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements. Buyer further acknowledges and agrees that (a) Seller it has conducted such investigations of the Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) Company and prospects as Seller deems necessary or appropriate the Business in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (a) the representations and warranties set forth in the Transaction Documents, including those in Section 3 and Section 4 (in each case, as modified by the Disclosure Schedule) of this Agreement, or Buyer’s right to rely thereon or (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made by the Buyer herein. Seller acknowledges and agrees that, in connection with such investigation, Seller may have received from or on behalf of the Buyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility claim for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements)Fraud against any Person.

No Additional Representations or Warranties. (a) Except as expressly set forth in Article 3 of this Agreement, neither the Company nor any Seller or any other Person makes any representation or warranty, express or implied, at law or in equity and any such other representations or warranties are hereby expressly disclaimed including any implied representation or warranty as to condition, merchantability, suitability or fitness for a particular purpose. Notwithstanding anything to the contrary, (i) neither the Company nor any Seller or any other Person shall be deemed to make to Buyer any representation or warranty other than as expressly made by such Person in this Agreement and (ii) neither the Company nor any Seller or any other Person makes any representation or warranty to Buyer with respect to (A) any projections, estimates or budgets heretofore Delivered to Buyer or its Affiliates or Representatives of future revenues, expenses or expenditures or future results of operations of the Company and its Subsidiaries, or (B) except as expressly covered by a representation and warranty contained in Article 3 of this Agreement, any other information or documents (financial or otherwise) Delivered to Buyer or its respective Affiliates or Representatives with respect to the Company Entities. (b) Buyer is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Buyer acknowledges and agrees that, it is relying exclusively on the representations set forth in Article 3 of this Agreement and its own examination and investigation of the Company Entities and that neither it is not relying on any other statements or documents. (c) Without limiting the generality of the foregoing, Buyer nor acknowledges that, (i) none of the Company Entities or any of its their respective Affiliates or any other Person makes any representation or warranty with respect to (A) any projections, estimates or budgets delivered to or Delivered to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Entities or the future business and operations of the Company Entities or (B) any other information or documents Delivered to Buyer or their counsel, accountants or advisors with respect to the Company Entities or any of their respective ownersbusinesses, managersassets, liabilities or operations, except as expressly set forth in this Agreement, and (ii) Buyer has not relied and will not rely upon any of the information described in subclauses (A) and (B) of clause (i) above in executing, delivering and performing this Agreement and the transactions contemplated hereby or any other information, representation or warranty except those representations or warranties set forth in Article 3 of this Agreement in negotiating, discussing, executing, delivering and performing this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything that may be expressed or implied in this Agreement to the contrary (and subject only to the specific contractual provisions hereof including, without limitation, this Section 11.12), each of the Parties hereby acknowledges, covenants and agrees (on behalf of itself, its Affiliates, and any Person claiming by through or on behalf of any Party or its Affiliates) that all claims, obligations, liabilities, causes of action or proceedings (in each case whether at law or in equity, and whether sounding in contract, tort, statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, this Agreement, or the negotiation, execution, performance, or breach (whether willful, intentional, unintentional or otherwise) of this Agreement by any Party, or any of their respective Affiliates, including, without limitation, any representation or warranty made or alleged to be made in, in connection with, or as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may be made or asserted only against (and are expressly limited to) the Parties. No Person other than the Parties (including, without limitation, (i) any past, present or future director, officer, employee, incorporator, member, partner, manager, direct or indirect equityholder, management company, Affiliate, agent, attorney, or Representative of, and any financial advisor to (all above-described Persons in this subclause (i), each a “Related Party”) to the Parties, (ii) any Related Party of such Related Parties and (iii) any Debt Financing Source and each Related Party of any Debt Financing Source (the Persons in subclauses (i) through (iii), collectively, “Non-Parties”)) shall have any liability or obligation in respect of any Recourse Theory, provided, that the Parties agree and acknowledge that no claims for Fraud against the party committing such Fraud may be waived or have been waived hereunder. (e) Without limiting the generality of the foregoing, except in the case of claims for Fraud against the Party committing such Fraud, to the maximum extent explicitly permitted or otherwise conceivable under applicable Law (and subject only to the specific contractual provisions of this Agreement), each Party, on behalf of itself, and its Affiliates, and any Person claiming by, through, or on behalf of any of them, hereby (i) waives, releases and disclaims any and all Recourse Theories against all Non-Parties, and (ii) expressly disclaims reliance upon any Non-Parties with respect to the performance of this Agreement or any representations or warranty made (or alleged to have been made) in, in connection with, or as an inducement to this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, each of the Seller Representative and the Company, in each case on behalf of itself and its Subsidiaries, and each of their respective Affiliates, directors, officers, employees, agents or representatives has made any representationagents, warranty or promisepartners, expressed or impliedmanagers, as to Buyer’s businessmembers and shareholders, its assetsincluding the Sellers, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not relied, and is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly made in this Agreement. Seller further acknowledges and agrees that (ai) Seller has conducted such investigations of the Buyer’s business, its assets, liabilities, condition no Debt Financing Source shall have any liability (financial ability to Close whether in contract or otherwise) and prospects as Seller deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its own investigation and the express representations and warranties made by the Buyer herein. Seller acknowledges and agrees thattort, in connection with such investigationlaw or in equity, or granted by statute) to the Seller may have received from or on behalf of Representative, the Buyer Company or its Affiliates Subsidiaries or any of their respective owners, managersAffiliates, directors, officers, agents employees, agents, partners, managers, members and shareholders, including the Sellers, for any claims, causes of action, obligations, or representatives certain estimateslosses arising under, budgetsout of, forecastsin connection with, capital raising plans or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance, or breach or any transaction contemplated hereby; and financial projections (“Forward-Looking Statements”), but that ii) none of Buyerthe Seller Representative, the Company or its Affiliates Subsidiaries or any of their respective owners, managersAffiliates, directors, officers, agents employees, agents, partners, managers, members and shareholders, including the Sellers, will have any rights or representatives make claims against any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, and (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy Debt Financing Sources (whether in contract or in tort, in law or in equity, or granted by statute) arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach or any transaction contemplated hereby; provided nothing in clauses (i) or (ii) above shall (x) prohibit Buyer (or its permitted successors and accuracy of all Forward-Looking Statements so furnished (including assigns under the reasonableness Debt Commitment Letter) from bringing any claim against a Debt Financing Source for failing to satisfy its obligation to fund the Debt Financing in accordance with the terms of the assumptions underlying Forward-Looking Statements)Debt Commitment Letter to which such Debt Financing Source is a party or (y) limit the liability or the obligations of the Debt Financing Sources under any Debt Commitment Letter or any definitive documentation relating to the Debt Financing to which such Debt Financing Source is a party in accordance with the terms of such Debt Commitment Letter or definitive documentation relating to the Debt Financing.