Common use of No Other Representations or Warranties Clause in Contracts

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except for the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries.

No Other Representations or Warranties. (a) Except for the representations and warranties made by Parent and Merger Sub in this Article V, none of Parent, Merger Sub or any other Person makes any representations or warranties on behalf of Parent or Merger Sub. Parent and Merger Sub acknowledge and agree that except for the representations and warranties contained made by the Company in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the SharesIV, none of the Company, any of its Subsidiaries, the Company Subsidiaries or any stockholder other Person makes any representations or Representative warranties on behalf of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis . (including in contract or tort, under federal or state securities laws or otherwiseb) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as that it (i) has had an opportunity to discuss the business of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its the Company Subsidiaries that it with the management of the Company, (ii) has requested had reasonable access to the books and Representatives records of the Company have answered all inquiries that Parent or Merger Sub and the Company Subsidiaries and the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, (iii) has made been afforded the opportunity to ask questions of them concerning and receive answers from officers and other key employees of the Company and (iv) has conducted its own independent investigation of the Company and the Company Subsidiaries, their respective businesses and the transactions contemplated by this Agreement, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of the Company Subsidiaries, other than the representations and warranties of the Company expressly contained in Article IV, and that all other representations and warranties are specifically disclaimed. (c) In connection with any investigation by Parent and Merger Sub of the Company and the Company Subsidiaries, Parent and Merger Sub have received or may receive from the Company or its Affiliates or other Persons on behalf of the Company certain projections, forward-looking statements and other forecasts and certain business plan information in written or verbal communications. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent and Merger Sub are familiar with such uncertainties, that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that Parent and Merger Sub will have no claim against the Company or any other Person with respect thereto. Accordingly, Parent and Merger Sub acknowledge that neither the Company nor any other Person on behalf of the Company makes any representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained made by the Company in this Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, Subsidiaries or any stockholder other Person makes any representations or Representative warranties on behalf of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this AgreementSubsidiaries. To the fullest extent permitted by applicable Law, except with respect to Without limiting the representations and warranties contained made by the Company in this Article III, neither the Company nor any certificate delivered pursuant other Person will have or be subject to Article VI any liability or indemnification obligation to Parent, Merger Sub or any letter of transmittal related other Person resulting from the distribution to the SharesParent or Merger Sub, none of the Company or its AffiliatesParent’s or Merger Sub’s use of, Subsidiariesany such information, stockholders including any information, documents, projections, forecasts or Representatives shall have any liability other material made available to Parent or Merger Sub in certain “data rooms” or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including management presentations in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by expectation of the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated herebyTransactions. Each of Parent and Merger Sub acknowledges and agrees that, as that it (a) has had an opportunity to discuss the business of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it with the management of the Company, (b) has requested had reasonable access to (i) the books and Representatives records of the Company have answered all inquiries that Parent or Merger Sub and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the Transactions, (c) has made been afforded the opportunity to ask questions of them concerning and receive answers from officers and other key employees of the Company, and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the Transactions, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in this Article III, and that all other representations and warranties are specifically disclaimed. For the avoidance of doubt, neither the Company nor any of its Affiliates makes any other express or implied representation or warranty with respect to “Information” as defined in the Confidentiality Agreement, dated March 14, 2016, between the Company and Parent (the “Confidentiality Agreement”) or “May 31 Synergy Information” as defined in the Confidentiality Agreement, dated May 31, 2016, between the Company and Parent (the “Synergy Confidentiality Agreement”).

No Other Representations or Warranties. Except for the representations or warranties expressly set forth in this Section 3.1, neither any Company Party nor any other Person on behalf of any Company Party has made, and each of the Parent Parties specifically disclaims that it is relying or has relied upon, any representation or warranty, expressed or implied, with respect to the Company or the Subsidiaries of the Company, their businesses, operations, assets, liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or the Subsidiaries of the Company. In particular, without limiting the foregoing disclaimer, neither any Company Party nor any other Person makes or has made, and each of the Parent Parties specifically disclaims that it is relying or has relied upon, any representation or warranty to the Parent, the Merger Sub acknowledge and agree that or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties contained made by the Company Parties in Article IIIthis Section 3.1, any certificate delivered pursuant to Article VI oral or any letter of transmittal related written information presented to the SharesParent, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries Merger Sub or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders Affiliates or Representatives in connection with the Merger course of their due diligence of the Company, the negotiation of this Agreement and the other Ancillary Agreements to which it is a party or in the course of the transactions contemplated hereby. Each Notwithstanding anything contained in this Agreement to the contrary, each of Parent the Company and Merger Sub the Company Operating Partnership acknowledges and agrees that, as that none of the date hereof and to its knowledge, it Parent Parties or any other Person has been furnished with, made or given adequate access to, all information and materials is making any representations or warranties relating to the Company and its Subsidiaries that it has requested and Representatives Parent Parties whatsoever, express or implied, beyond those expressly given by the Parent Parties in Section 3.2, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Parent Parties furnished or made available to the Company have answered all inquiries that Parent Parties or Merger Sub has made any of them concerning the Company and its Subsidiariestheir Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article 5, none of Parent, Merger Sub or any of its Affiliates nor any other Person on behalf of any of them makes or has made any express or implied representation or warranty with respect to Parent, its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company, its Subsidiaries or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof. Parent and Merger Sub acknowledge and agree that that, except for the representations and warranties contained made by the Company in Article III4 (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any certificate delivered pursuant other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect with respect to Article VI or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative on behalf of the Company or any of its Subsidiaries makes Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or has made financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any representation or warranty, either express or implied, concerning information regarding the Company or any of its Subsidiaries or any of their respective assets other matter furnished or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability provided to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliatesto Parent, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with with, this Agreement or the Merger and the other transactions contemplated herebyTransactions. Each of Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that, as that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company Transactions and have answered all inquiries that Parent or Merger Sub has made of them concerning had an opportunity to discuss and ask questions regarding the Company and its Subsidiaries’ businesses with the management of the Company.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that (i) Each of the Buyer Parties agrees that, except for the representations and warranties contained made by the MLP Parties that are expressly set forth in Article III, IV and in any certificate delivered provided pursuant to Section 7.2(e), neither the MLP Parties nor any other Person has made and shall not be deemed to have made any representation or warranty of any kind. Except for the representations and warranties made by the MLP Parties that are expressly set forth in Article VI or IV and in any letter certificate provided pursuant to Section 7.2(e), without limiting the generality of transmittal related to the Sharesforegoing, each of the Buyer Parties agrees that none of the CompanyMLP Parties, any holder of its Subsidiaries, or any stockholder or Representative of the Company MLP’s securities or any of its Subsidiaries the MLP Parties’ respective Affiliates or Representatives, makes or has made any representation or warranty, either express or implied, concerning warranty to the Company or its Subsidiaries Buyer Parties or any of their respective assets Representatives or properties Affiliates with respect to: (A) any projections, forecasts or other 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 MLP or any of the MLP Subsidiaries or the transactions contemplated by this Agreement. To future business, operations or affairs of MLP or any of the fullest extent permitted by applicable LawMLP Subsidiaries heretofore or hereafter delivered to or made available to the Buyer Parties or their respective Representatives or Affiliates; or (B) any other information, statement or documents heretofore or hereafter delivered to or made available to the Buyer Parties or their respective Representatives or Affiliates. (ii) Each of the MLP Parties agrees that, except with respect to for the representations and warranties contained made by the Buyer Parties that are expressly set forth in Article III, V and in any certificate delivered provided pursuant to Section 7.3(e), neither the Buyer Parties nor any other Person has made and shall not be deemed to have made any representation or warranty of any kind. Except for the representations and warranties made by the Buyer Parties that are expressly set forth in Article VI or V and in any letter certificate provided pursuant to Section 7.3(e), without limiting the generality of transmittal related to the Sharesforegoing, each of the MLP Parties agrees that none of the Company Buyer Parties, any holder of Buyer’s securities or its Affiliatesany of the Buyer Parties’ respective Affiliates or Representatives, Subsidiariesmakes or has made any representation or warranty to the MLP Parties or any of their Representatives or Affiliates with respect to: (A) any projections, stockholders forecasts or Representatives shall have other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any liability component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of Buyer or any of the Buyer Subsidiaries or the future business, operations or affairs of Buyer or any of the Buyer Subsidiaries heretofore or hereafter delivered to Parent or Merger Sub made available to the MLP Parties or their respective Representatives or Affiliates; or (B) any other information, Subsidiaries, stockholders statement or Representatives on any basis (including in contract documents heretofore or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided hereafter delivered to or made available by to the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub MLP Parties or their respective Representatives or Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article V, none of Parent, any of its Affiliates or any other Person on behalf of Parent or any of its Affiliates makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or with respect to any other information provided to the Company or its Affiliates or Representatives in connection with this Agreement, the Mergers or the other transactions contemplated by this Agreement. Parent and Merger Sub acknowledge Subs each acknowledges and agree that agrees that, except for the representations and warranties contained expressly set forth in Article III, IV and in any certificate certificates delivered pursuant to Article VI by the Company or any letter of transmittal related to its Representatives in connection with the Sharestransactions contemplated hereby or in the Voting Agreements, none of (a) neither the Company, any of its SubsidiariesSubsidiaries nor any of their respective Representatives makes, or has made, any stockholder representations or Representative warranties relating to the Company, the Company’s Subsidiaries or the Company’s business or otherwise in connection with the Mergers, except for those expressly set forth in this Agreement or in any such certificate, (b) none of Parent, Merger Subs, or their Affiliates is relying on any representation or warranty of the Company, its Subsidiaries or Affiliates, including any representation or warranty with respect to any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Merger Subs or any of their Affiliates or Representatives, except, in each case, for those expressly set forth in this Agreement or in any such certificate, and (c) no Person has been authorized by the Company or any of its Subsidiaries makes or has made to make any representation or warranty, either express or implied, concerning warranty relating to the Company or any of its Subsidiaries or their businesses or otherwise in connection with this Agreement and the Mergers, and if made, such representation or warranty must not be relied upon by Parent, Merger Subs or their Affiliates as having been authorized by such party. Nothing in this Section 5.17 shall impact any rights of their respective assets or properties or the transactions contemplated by any party to this Agreement. To the fullest extent permitted by applicable Law, except Agreement in respect of fraud with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesthis Agreement.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree Purchaser acknowledges that except for the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, (a) none of Seller, the Company, any of its Subsidiaries, or any stockholder or Representative of the Company Seller Subsidiaries or any of its Subsidiaries makes their respective Affiliates or Representatives has made any representation or warranty, either express expressed or implied, concerning as to the Company Acquired Assets, the Assumed Liabilities, the Business, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Acquired Assets, the Assumed Liabilities or the Business furnished or made available to Purchaser and its Affiliates and Representatives, except as expressly set forth in this Article IV, (b) Purchaser has not relied on, and expressly disclaims any reliance upon, any representation or warranty from Seller, the Seller Subsidiaries or any of their respective assets Affiliates or properties or the transactions contemplated by Representatives in determining to enter into this Agreement. To the fullest extent permitted by applicable Law, except with respect to as expressly set forth in this Article IV, and (c) except in the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter case of transmittal related to the SharesActual Fraud, none of Seller, the Company Seller Subsidiaries or its Affiliates, Subsidiaries, stockholders any of their respective Affiliates or Representatives shall have or be subject to any liability Liability to Parent Purchaser or Merger Sub or their respective Affiliates, Subsidiaries, stockholders any of its Affiliates or Representatives on any basis (including in contract resulting from the distribution to Purchaser or tortits Affiliates or Representatives, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company Purchaser’s or its Affiliates’ or Representatives’ use of, Subsidiariesany such information, stockholders including any information, documents or Representatives material made available to Parent Purchaser or Merger Sub or their respective Affiliates, Subsidiaries, stockholders its Affiliates or Representatives in connection with any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the Merger and the other transactions contemplated hereby. Each of Parent Purchaser shall acquire the Acquired Assets, the Assumed Liabilities and Merger Sub acknowledges the Business without any representation or warranty as to merchantability or fitness thereof, in an “as is” condition and agrees thaton a “where is” basis, except as of the date hereof and to its knowledge, it has been furnished with, otherwise expressly set forth in this Agreement or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesany Ancillary Agreement.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except (a) Except for the representations and warranties contained made by Flagstar in Article III, neither Flagstar nor any certificate delivered pursuant other person makes any express or implied representation or warranty with respect to Article VI or any letter of transmittal related to the SharesFlagstar, none of the Company, any of its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Flagstar hereby disclaims any stockholder such other representations or Representative of warranties. In particular, without limiting the Company or foregoing disclaimer, neither Flagstar nor any of its Subsidiaries other person makes or has made any representation or warrantywarranty to NYCB, either express or implied, concerning the Company or its Subsidiaries Merger Sub or any of their respective assets affiliates or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to Flagstar, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties contained made by Flagstar in Article III, any certificate delivered pursuant oral or written information presented to Article VI NYCB, Merger Sub or any letter of transmittal related to their respective affiliates or representatives in the Sharescourse of their due diligence investigation of Flagstar, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Flagstar acknowledges and agrees that none of NYCB, Merger Sub or any other person on behalf of NYCB or Merger Sub has made or is making, and Flagstar has not relied upon, any express or implied representation or warranty other than those contained in Article IV. (b) Except for the representations and warranties made by NYCB or Merger Sub in Article IV, none of the Company or its AffiliatesNYCB, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or any other person makes any express or implied representation or warranty with respect to NYCB, its Subsidiaries (including Merger Sub), or their respective Affiliatesbusinesses, Subsidiariesoperations, stockholders or Representatives on any basis assets, liabilities, conditions (including in contract or tort, under federal or state securities laws financial or otherwise) based upon or prospects, and each of NYCB and Merger Sub hereby disclaims any information such other representations or statements (or any omissions therefrom) provided or made available by warranties. In particular, without limiting the Company or its Affiliatesforegoing disclaimer, Subsidiariesnone of NYCB, stockholders or Representatives to Parent or Merger Sub or any other person makes or has made any representation or warranty to Flagstar or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to NYCB, any of its Subsidiaries (including Merger Sub) or their respective Affiliatesbusinesses, Subsidiariesor (ii) except for the representations and warranties made by NYCB and Merger Sub in Article IV, stockholders any oral or Representatives written information presented to Flagstar or any of its affiliates or representatives in connection with the course of their due diligence investigation of NYCB and Merger and Sub, the other negotiation of this Agreement or in the course of the transactions contemplated hereby. Each of Parent NYCB and Merger Sub acknowledges and agrees thatthat neither Flagstar nor any other person on behalf of Flagstar has made or is making, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or neither NYCB nor Merger Sub has made of them concerning the Company and its Subsidiariesnot relied upon, any express or implied representation or warranty other than those contained in Article III.

No Other Representations or Warranties. Parent Except for the representations and warranties expressly set forth in this Article 4, neither Lafite nor any of its Affiliates nor any other Person on behalf of any of them is making or has made any express or implied representation or warranties of any kind or nature whatsoever, including with respect to Lafite or its Subsidiaries or their respective businesses or with respect to any other information provided, or Made Available, to Tempranillo or its Subsidiaries (including Merger Sub acknowledge Sub) or any of their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof, and agree that Lafite hereby expressly disclaims any such other representations and warranties. Lafite acknowledges and agrees that, except for the representations and warranties contained made by Tempranillo and Merger Sub in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to this Agreement (as qualified by the Sharesapplicable items disclosed in the Tempranillo Disclosure Letter), none of the CompanyTempranillo, Merger Sub or any of its SubsidiariesRepresentatives, Affiliates and equityholders is making or has made any stockholder representations or Representative warranties, expressed or implied, at law or in equity, with respect to or on behalf of the Company Tempranillo or any of its Subsidiaries makes (including Merger Sub), their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or has made financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any representation or warranty, either express or implied, concerning the Company or its Subsidiaries information regarding Tempranillo or any of their respective assets its Subsidiaries (including Merger Sub) or properties any other matter furnished or provided to Lafite or Made Available to Lafite or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated by this AgreementTransactions. To the fullest extent permitted by applicable Law, except with respect to the representations Lafite is not relying upon and warranties contained in Article III, any certificate delivered pursuant to Article VI specifically disclaims that it is relying upon or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based has relied upon any information such other representations or statements (or warranties that may have been made by any omissions therefrom) provided or made available by the Company or its AffiliatesPerson, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees thatthat Tempranillo, as Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Lafite has conducted its own independent investigation of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company Tempranillo and its Subsidiaries that it has requested and Representatives of the Company Transactions and have answered all inquiries that Parent or Merger Sub has made of them concerning the Company had an opportunity to discuss and ask questions regarding Tempranillo’s and its Subsidiaries’ businesses with the management of Tempranillo.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except (a) Except for the representations and warranties contained in Article III, IV or in any certificate executed and delivered pursuant to Article VI the terms of this Agreement, Kimberly-Clark acknowledges and agrees that none of Kenvue or any letter other Person on behalf of transmittal related Kenvue makes any other express or implied representation or warranty with respect to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company (i) Kenvue or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub Affiliates or their respective Affiliatesbusinesses, Subsidiariesoperations, stockholders or Representatives on any basis assets, liabilities, condition (including in contract or tort, under federal or state securities laws financial or otherwise) based upon or otherwise or (ii) any other information provided to Kimberly-Clark or statements (its Affiliates or Representatives, including any omissions therefrom) provided information, documents, presentations, projections, estimates, forecasts or other material, made available by the Company to Kimberly-Clark or its Affiliates, Subsidiaries, stockholders Affiliates or Representatives to Parent or Merger Sub or their respective Affiliatesin any format, Subsidiaries, stockholders or Representatives in each case in connection with the Merger Transactions. Except as otherwise expressly provided in this Agreement and to the other transactions contemplated hereby. Each extent any such information is expressly included in a representation or warranty contained in Article IV or in any certificate executed and delivered pursuant to the terms of Parent and Merger Sub this Agreement, Kimberly-Clark acknowledges and agrees that, as in connection with the Transactions, neither Kenvue nor any other Person will have or be subject to any liability or obligation to Kimberly-Clark or any Affiliate or Representative of Kimberly-Clark resulting from the date hereof distribution or failure to distribute to Kimberly-Clark, or the use by Kimberly-Clark of, any such information made available to Kimberly-Clark or any other Person on behalf of Kimberly-Clark in any format in connection with the Transactions. (b) Kimberly-Clark acknowledges and agrees that (i) neither Kimberly-Clark nor any Person on behalf of Kimberly-Clark is relying on any representation or warranty of Kenvue or any of its Affiliates except for those expressly set forth in Article IV or in any certificate executed and delivered pursuant to its knowledge, it the terms of this Agreement and (ii) no person has been furnished with, authorized by Kenvue or given adequate access to, all information and materials any of its Affiliates to make any representation or warranty relating to Kenvue or any of its Affiliates or their respective businesses or otherwise in connection with the Company Transactions, and its Subsidiaries that it if made, such representation or warranty has requested not been and Representatives shall not be relied upon by Kimberly-Clark or any Person on behalf of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesKimberly-Clark.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained of Seller expressly set forth in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to this Agreement (as modified by the Shares, none of the Company, any of its SubsidiariesDisclosure Schedules), or any stockholder representations and warranties of Seller, Parent and/or an officer of Seller that are expressly set forth in any Closing certificate, Closing affidavit or Representative of Ancillary Agreement expressly delivered at the Company Closing pursuant to Sections 9.3(d), (e), (f), (g) or (i), neither Seller nor any of other person acting on its Subsidiaries behalf makes or has made any other express or implied representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any warranty on behalf of their respective assets or properties or Seller with respect to the transactions contemplated by this Agreement. To the fullest extent permitted SUCH REPRESENTATIONS AND WARRANTIES MADE BY SELLER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES SELLER MIGHT HAVE GIVEN BUYER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. Buyer acknowledges that all other warranties that Seller, Parent or anyone purporting to represent Seller gave or might have given, or which might be provided or implied by applicable LawLegal Requirement or commercial practice are hereby expressly excluded. Buyer acknowledges that, except with respect to as set forth in this Agreement (as modified by the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI Disclosure Schedules) or any letter Closing certificate, Closing affidavit or Ancillary Agreement expressly delivered at Closing pursuant Sections 9.3(d), (e), (f), (g) or (i), neither Seller, Parent nor any other Person purporting to represent Seller will have or be subject to any liability or indemnification obligation to Buyer or its Affiliates resulting from the distribution, communication or furnishing to Buyer (whether in written or oral form), or use by Buyer, of transmittal related any information, documents, projections, forecasts or other material made available to the SharesBuyer, none confidential information memoranda or management interviews and presentations made available to Buyer in expectation of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated herebyby this Agreement (but expressly excluding the information contained within this Agreement or the Disclosure Schedules). Each of Parent and Merger Sub acknowledges and agrees that, as Seller does not make any representations or warranties to Buyer regarding the probable success or future profitability of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesBusiness.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained in Article III, neither Wendy’s nor any certificate delivered pursuant person on behalf of Wendy’s makes any other express or implied representation or warranty with respect to Article VI or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company Wendy’s or any of its Subsidiaries makes or has made with respect to any representation other information provided to Triarc or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or Merger Sub in connection with the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to Except for the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the SharesIV, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent Triarc or Merger Sub or their respective Affiliates, Subsidiaries, stockholders any other person on behalf of Triarc or Representatives on Merger Sub makes any basis (including in contract other express or tort, under federal implied representation or state securities laws or otherwise) based upon any information or statements (warranty with respect to Triarc or any omissions therefrom) of its Subsidiaries or with respect to any other information provided to Wendy’s in connection with the transactions contemplated hereby. Neither Wendy’s nor any other person will have or made available by the Company be subject to any liability or its Affiliates, Subsidiaries, stockholders or Representatives indemnification obligation to Parent Triarc or Merger Sub or their respective Affiliates, Subsidiaries, stockholders any other person resulting from the distribution to Triarc or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished withSub, or given adequate access toTriarc’s or Merger Sub’s use of, all information and materials relating any such information, including any information, documents, projections, forecasts or other material made available to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent Triarc or Merger Sub has in “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in Article III. None of Triarc, Merger Sub or any other person will have or be subject to any liability or indemnification obligation to Wendy’s or any other person resulting from the distribution to Wendy’s or Wendy’s use of, any such information, including any information, documents, projections, forecasts or other material made available to Wendy’s in “data rooms” or management presentations in expectation of them concerning the Company transactions contemplated by this Agreement, unless and its Subsidiariesthen only to the extent that any such information is expressly included in a representation or warranty contained in Article III.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except (a) Except for the representations and warranties contained expressly set forth in Article IIIthis Agreement, any certificate delivered pursuant to Article VI the Ancillary Agreements, or any letter of transmittal related to the Shares, none of the Companydocuments, certificates and instruments contemplated hereby or thereby to which any Buyer and Seller or Parent are parties, each party acknowledges that no other party hereto nor any of its Subsidiaries, affiliates or any stockholder or Representative of the Company or any of its Subsidiaries other Person makes or has made any other express or implied representation or warrantywarranty with respect to the Purchased Assets, either express the Primary Leases, the Assumed Liabilities or implied, concerning the Company otherwise or its Subsidiaries with respect to any information provided to Buyers or any of their respective assets affiliates, agents or properties representatives or otherwise in connection with the transactions contemplated by this Agreementhereby, whether on behalf of Seller or such other Persons. To FOR THE AVOIDANCE OF DOUBT, EACH BUYER ACKNOWLEDGES THAT, OTHER THAN AS SET FORTH HEREIN, NONE OF SELLER OR ANY OF ITS AFFILIATES MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OF ANY OF THE PURCHASED ASSETS OR THE SUBLEASED STORES. Except for the fullest extent permitted by applicable Law, except with respect to the express representations and warranties contained in Article IIIthis Agreement, the Purchased Assets to be transferred, and rights with respect to the Subleased Stores hereunder (to the extent provided under the Subleases), will be transferred “as is, where is,” in their present condition and state of repair. (b) Nothing in this Section 5.7 or elsewhere in this Agreement shall limit the rights of any certificate delivered pursuant Buyer to Article VI rely on or enforce the representations, warranties, covenants and agreements of Seller or Parent contained in this Agreement, the Ancillary Agreements, or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives other agreement entered into in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, herewith or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariestherewith.

No Other Representations or Warranties. Parent (i) Each Buyer Party acknowledges and Merger Sub acknowledge agrees that ▇▇▇▇▇▇ has relied on the representations and agree warranties set forth in this Paragraph 13 in making the decision to enter into this Amendment. Except for the representations and warranties expressly set forth in this Paragraph 13 and in the Warrant, none of the Buyer Parties, any of its Affiliates or any other Person makes (and each Buyer Party, on behalf of itself and its Affiliates, hereby disclaims) any other express or implied representation or warranty with respect to the transactions contemplated by this Amendment, any Buyer Party or any of their respective Affiliates or to any of their respective businesses, operations, assets, Liabilities, conditions (financial or otherwise) or prospects in connection with this Amendment or the transactions contemplated hereby (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose). (ii) Each Buyer Party acknowledges and agrees that, except for the representations and warranties contained expressly set forth in Article IIIParagraph 12 of this Amendment and in the Warrant, any certificate delivered pursuant to Article VI neither Seller nor or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or other Person has made any express or implied representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or warranty with respect to the transactions contemplated by this Agreement. To Amendment, to Seller or any of its Affiliates or to any of their respective businesses, operations, assets, Liabilities, conditions (financial or otherwise) or prospects in connection with this Amendment or the fullest extent permitted by transactions contemplated hereby (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, except including the warranties of merchantability and fitness for a particular purpose) and the Buyer Parties have not relied on any representation or warranty other than those expressly set forth in Section 12 of this Amendment and in the Warrant; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Paragraph 13(e)(ii), nothing in this Paragraph 13(e)(ii) shall limit any Buyer Party’s remedies with respect to claims of Fraud in connection with, arising out of or otherwise related to the express written representations and warranties contained made by Seller in Article III, any certificate delivered pursuant to Article VI this Amendment or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesWarrant.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained expressly set forth in this Article IIIVIII and the other Transaction Documents, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company, neither State Street nor any of its SubsidiariesAffiliates, or nor any stockholder or Representative of the Company or any of its Subsidiaries other Person, has made, makes or has made shall be deemed to make, any other representation or warrantywarranty of any kind whatsoever, either express or implied, concerning written or oral, on behalf of State Street, in connection with the Company Transactions, including any representation or warranty regarding State Street, the Transactions or any other rights or obligations to be transferred pursuant to this Agreement and the Transaction Documents, and State Street hereby disclaims all other representations and warranties of any kind whatsoever, express or implied, written or oral, whether made by or on behalf of State Street, its Affiliates or any other Person. State Street hereby disclaims all liability and responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, advice, data or other information related to IFDS UK and its respective subsidiaries made, communicated or furnished (orally or in writing, including electronically) by State Street, its Affiliates or its Subsidiaries or their Representatives to DST, DSTi, DST Realty or any of their respective assets Affiliates or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable LawRepresentatives, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided , under any and all theories of liability. Without limiting the foregoing, neither State Street nor any other Person makes any representation or made available by warranty of any kind whatsoever, express or implied, written or oral, to DST, DSTi, DST Realty or any of their Affiliates or any Representatives of DST, DSTi, DST Realty or any of their Affiliates regarding the Company success, profitability or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as value of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company business of IFDS UK and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesrespective subsidiaries.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained in this Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares4, none of Parent, Merger Sub or any of their respective Representatives or Affiliates or any other Person on behalf of such Persons makes any express or implied representation or warranty with respect to them or with respect to any other information provided to the Company in connection with the transactions contemplated hereby. Parent and Merger Sub (on their own behalf and on behalf of their respective Affiliates and each of their respective Representatives) each acknowledges and agrees that, except for the representations and warranties expressly set forth in Article 3 of this Agreement (as qualified by the Company Disclosure Schedule), (a) neither the Company, its Subsidiaries nor any of its Subsidiariestheir respective Affiliates or Representatives makes, or has made, any stockholder representations or Representative warranties relating to itself or its business or otherwise in connection with the Merger, the other matters contemplated by this Agreement and the entry into this Agreement by the Parties hereto, and none of Parent, Merger Sub, their Affiliates and their respective Representatives are relying on or has relied on any representation or warranty of the Company or any of its Subsidiaries makes except for those expressly set forth in Article 3 of this Agreement; (b) no Person has been authorized by the Company or has made any of its Subsidiaries to make any representation or warranty, either express or implied, concerning warranty relating to the Company or any of its Subsidiaries or their businesses or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party; and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided, addressed or otherwise made available to Parent, Merger Sub or any of their respective assets Representatives are not and shall not be deemed to be or properties include representations or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or any of its Affiliates, Subsidiaries, stockholders Subsidiaries (and no such representation or Representatives shall have warranty has been made or relied on with respect thereto) unless and only to the extent any liability to Parent such materials or Merger Sub information is the subject of any express representation or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis warranty set forth in Article 3 of this Agreement (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available as qualified by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesDisclosure Schedule).

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except for the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none (a) Each of the Company, any of its Subsidiaries, or any stockholder or Representative of Starwood Waypoint Parties acknowledges that in making the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or determination to proceed with the transactions contemplated by this Agreement, it has relied solely on the results of its own independent investigation and the representations and warranties expressly set forth in Article V. None of the Invitation Homes Entities or their respective Affiliates or Representatives or any other Person makes any other express or implied representation or warranty, at law or in equity, with respect to the Invitation Homes Entities or any of their respective Affiliates or as to the accuracy or completeness of any information regarding their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other information provided to the Starwood Waypoint Parties or their Affiliates or Representatives (any such information described in this Section 9.14(a), the “Invitation Homes Provided Information”), notwithstanding the delivery or disclosure to the Starwood Waypoint Parties or its Affiliates or Representatives of any documentation, estimates, projections, forecasts or other information by the Invitation Homes Parties or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other 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 Invitation Homes Parties or any of their respective Representatives or Affiliates or the future business, operations or affairs of the Invitation Homes Parties or any of their respective Representatives or Affiliates heretofore or hereafter delivered to or made available to the Starwood Waypoint Parties or its Representatives or Affiliates. To the fullest extent permitted by applicable LawLaw and subject to Section 9.8, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI V or any letter breach of transmittal related to any covenant or other agreement of the SharesInvitation Homes Parties contained herein, none of the Company Invitation Homes Parties, their Affiliates or its Affiliates, Subsidiaries, stockholders any of their respective Affiliates or Representatives shall have any liability to Parent the Starwood Waypoint Parties or Merger Sub or any of their respective Affiliates, Subsidiaries, stockholders Affiliates or Representatives on any basis (including in contract or whether based on contract, tort, under equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws, including any applicable federal or state securities laws laws, or otherwiseotherwise and whether by or through attempted piercing of the corporate veil) based upon any information Invitation Homes Provided Information or statements (or any omissions therefrom) provided or made available by the Company Invitation Homes Parties or its Affiliates, Subsidiaries, stockholders or their Affiliates and Representatives to Parent or Merger Sub the Starwood Waypoint Parties or their respective Affiliates, Subsidiaries, stockholders or Affiliates and Representatives in connection with the Merger and the other transactions contemplated hereby. by this Agreement. (b) Each of Parent and Merger Sub the Invitation Homes Parties acknowledges and agrees that, as of that in making the date hereof and determination to its knowledgeproceed with the transactions contemplated by this Agreement, it has been furnished withrelied solely on the results of its own independent investigation and the representations and warranties expressly set forth in Article IV. None of the Starwood Waypoint Entities or their respective Affiliates or Representatives or any other Person makes any other express or implied representation or warranty, at law or in equity, with respect to the Starwood Waypoint Entities or any of their respective Affiliates or as to the accuracy or completeness of any information regarding their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other information provided to the Invitation Homes Parties or their Affiliates or Representatives (any such information described in this Section 9.14(b), the “Starwood Waypoint Provided Information”), notwithstanding the delivery or disclosure to the Invitation Homes Parties or their Affiliates or Representatives of any documentation, estimates, projections, forecasts or other information by the Starwood Waypoint Parties or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other 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 Starwood Waypoint Parties or any of their respective Representatives or Affiliates or the future business, operations or affairs of the Starwood Waypoint Parties or any of their respective Representatives or Affiliates heretofore or hereafter delivered to or made available to the Invitation Homes Parties or their Representatives or Affiliates. To the fullest extent permitted by applicable Law and subject to Section 9.8, except with respect to the representations and warranties contained in Article IV or any breach of any covenant or other agreement of the Starwood Waypoint Parties contained herein, none of the Starwood Waypoint Parties or any of their respective Affiliates or Representatives shall have any liability to Invitation Homes Parties or any of their respective Affiliates or Representatives on any basis (whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws, including any applicable federal or state securities laws, or given adequate access to, all information otherwise and materials relating whether by or through attempted piercing of the corporate veil) based upon any Starwood Waypoint Provided Information or statements (or any omissions therefrom) provided or made available by the Starwood Waypoint Parties or their Affiliates and Representatives to the Company and its Subsidiaries that it has requested Invitation Homes Parties or their Affiliates and Representatives of in connection with the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariestransactions contemplated by this Agreement.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained expressly set forth in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to this Agreement (as modified by the SharesSeller Disclosure Letter), none of the CompanySeller Parties, any of its Subsidiaries, the Companies or any stockholder or Representative of the Company or any of its Subsidiaries other Person has made, makes or has made shall be deemed to make any other representation or warrantywarranty of any kind whatsoever, either express or implied, concerning written or oral, at law or in equity, on behalf of any Seller Party, the Company or its Subsidiaries Companies or any of their respective assets Affiliates, including any representation or properties warranty regarding any Seller Party, the Companies, the Company Equity Interests, the Business, any Transaction, any other rights or obligations to be transferred pursuant to the transactions contemplated Transaction Agreements or any other matter, and the Seller Parties hereby disclaim all other representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by this Agreementor on behalf of any Seller Party, the Companies or any other Person. To the fullest extent permitted by applicable Law, except with respect to Except for the representations and warranties contained expressly set forth this Agreement (as modified by the Seller Disclosure Letter), each Seller Party hereby disclaims all Liability and responsibility for all projections, forecasts, estimates, financial statements, internal ratings, financial information, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in Article IIIwriting, any certificate delivered pursuant including electronically) to Article VI Buyer or any letter of transmittal related Buyer’s Affiliates or any Representatives of Buyer or any of Buyer’s Affiliates, including omissions therefrom. Except for the representations and warranties expressly set forth in this Agreement (as modified by the Seller Disclosure Letter), without limiting the foregoing, no Seller makes any representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, to Buyer or any of its Affiliates or any Representatives of Buyer of any of its Affiliates regarding the Sharessuccess, none profitability or value of the Company Companies or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis the Business. Nothing herein (including any disclaimer of reliance) shall limit or restrict in contract any manner any of Buyer’s rights or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by remedies in the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each event of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesFraud.

No Other Representations or Warranties. Parent Each of SST II and Merger Sub acknowledge and agree Contributee acknowledges that except for the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, (a) none of the Company▇▇▇, any of its SubsidiariesSS OP Holdings, or any stockholder or Representative of the Company or any of its Subsidiaries makes or SSA, each SSA Subsidiary and their Affiliates has made any representation or warranty, either express expressed or implied, concerning as to the Company Contributed Assets, the Assumed Liabilities, the Business, their financial condition, results of operations, future operating or its Subsidiaries financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Contributed Assets, the Assumed Liabilities or the Business furnished or made available to SST II, Contributee, their Affiliates and representatives, except as expressly set forth in Article 3, (b) neither SST II nor Contributee has relied on any representation or warranty from ▇▇▇, SS OP Holdings, SSA, any SSA Subsidiary or any of their respective assets Affiliates in determining to enter into the Transaction Documents, except as expressly set forth in Article 3, and (c) none of ▇▇▇, SS OP Holdings, SSA, each SSA Subsidiary or properties any of their Affiliates shall have or be subject to any Liability of SST II, Contributee, their Affiliates or representatives resulting solely from the transactions contemplated by distribution to SST II, Contributee, their Affiliates or representatives, or use of SST II’s, Contributee’s or their Affiliates’ or representatives’ use of, any such information, including any information, documents or material made available to SST II, Contributee, their Affiliates or representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement. To , the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger other Transaction Documents and the other transactions contemplated herebyhereby and thereby. Each of Parent SST II and Merger Sub Contributee acknowledges and agrees that, as that the acquisition of the date hereof Contributed Assets, Assumed Liabilities and Business hereunder is without any representation or warranty as to its knowledgemerchantability or fitness thereof for any particular purpose, it has been furnished within an “as is” condition and on a “where is” basis, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesexcept as otherwise expressly set forth in this Agreement.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related this ARTICLE V (giving effect to the SharesRoyale Disclosure Schedules), none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries neither Royale nor Parent makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries implied on behalf of any Royale Party or any of their respective assets or properties its affiliates in connection with this Agreement or the transactions contemplated hereby. ARTICLE VI Certain Covenants and Agreements of Parent, Royale and the Holders The Holders further agree with the Parent and Royale, and Royale and Parent further agree with the Holders, that from the date hereof through the Closing Date: Section 6.01 Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by the parties (which consent shall not be unreasonably withheld or delayed), each of Parent, Royale and their respective Subsidiaries, shall (x) conduct their respective businesses in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of each of their respective business organizations and to preserve the rights, franchises, goodwill and relationships of the respective employees, customers, lenders, suppliers, regulators and others having business relationships with such business organizations. Without limiting the foregoing, from the date hereof until the Closing Date, each of Parent, Royale and their respective Subsidiaries, shall: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by it in the same condition as they were on the date of this Agreement. To , subject to reasonable wear and tear; (d) not (i) amend or propose to amend the fullest extent permitted by applicable LawRoyale Charter Documents, (ii) split, combine, subdivide or reclassify any their outstanding capital stock, partnership interest or any other securities, (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, or make any other distribution in respect of any securities, except for 36 dividends by a direct or wholly-owned Subsidiary of the applicable Person to its parent, or (iv) repurchase, redeem or otherwise acquire, or modify or amend, any capital stock, partnership interest or any other securities or any rights, warrants or options to acquire any such securities except, with respect to each of the representations and warranties contained in Article IIIforegoing, the issuance of securities upon the exercise of outstanding options, warrants, rights, or upon the conversion of outstanding securities; (e) not, nor shall it permit any certificate delivered pursuant of its Subsidiaries to Article VI (i) redeem, purchase, acquire or offer to purchase or acquire any of its or their capital stock, partnership interest or any letter other securities or any options, warrants or rights to acquire any of transmittal related its or their securities or any security convertible into or exchangeable for its or their securities, (ii) make any acquisition of any capital stock, assets or businesses of any other Person other than expenditures for current assets in the ordinary course of business consistent with past practice and expenditures for fixed or capital assets in the ordinary course of business consistent with past practice, (iii) sell, pledge, dispose of or encumber any assets or businesses that are material to the SharesRoyale or the Parent, none of the Company or its Affiliatesas applicable, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders except, with respect to each of the foregoing, (A) sales, leases, rentals and licenses in the ordinary course of business consistent with past practice, (B) pursuant to Contracts that are in force at the date of this Agreement and are disclosed in the Disclosure Schedules, (C) dispositions of obsolete or Representatives worthless assets, (D) the transfer of the partnership interests of Matrix Royalty prior to the Closing to exclude Matrix Royalty from the transactions contemplated by the Merger Agreement and the Exchanges, including the removal of Matrix Royalty as a Borrower under the Notes, and (E) the transfer of legal title to direct working interests in oil and gas or mineral properties held by Royale for the benefit of third parties to Royale’s wholly owned Subsidiary, Royale DWI Interests, LLC, or (iv) enter into any Contract with respect to any of the foregoing items (i) through (iii); (f) not, nor shall it permit any of its Subsidiaries to (i) issue, sell, pledge, grant or dispose of, or agree to issue, sell, pledge, grant or dispose of, any equity awards under any Royale Benefit Plans, incentive plans, or any additional capital stock, partnership interest or any other securities (except, with respect to Royale, shares issuable to officers and directors as compensation for services pursuant to the agreements described in the registration statement on Form S-8 filed with the SEC by Royale on April 16, 2016), or any basis options, warrants or rights of any kind to acquire any securities, or of any debt or equity securities convertible into or exchangeable for its capital stock, partnership interest or any other securities, or (including in contract ii) incur or tortassume any indebtedness for borrowed money or guarantee any indebtedness or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Royale, respectively, or any of its applicable Subsidiaries; except Royale may from time to time, borrow, repay and reborrow under federal its revolving credit facility, and pledge their properties, issue debt securities and amend, modify, increase, extend, replace or state securities laws refinance such bank credit facility; (g) not pay, discharge or satisfy any material claims, material liabilities or material obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction (i) based upon of any information such material claims, material liabilities or statements material obligations in the ordinary course of business consistent with past practice or (ii) of material claims, material liabilities or material obligations reflected or reserved against in, or contemplated by, the Royale Financial Statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries.notes thereto); 37

No Other Representations or Warranties. Parent (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and Merger Sub acknowledge agrees that the Company and agree that except Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given regarding the Company in Article IV (as modified by the Disclosure Schedules hereto) and those expressly given by Sellers in Article V (as modified by the Disclosure Schedules). Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties contained of the Company set forth in Article III, any certificate delivered pursuant to IV (as modified by the Disclosure Schedules hereto) or the representations and warranties of Sellers set forth in Article VI or any letter of transmittal related to V (as modified by the Shares, Disclosure Schedules hereto). Purchaser acknowledges and agrees that none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company nor Sellers or any of its Subsidiaries makes or their respective Affiliates nor any other Person has made any representation or warranty, either express or implied, concerning as to the Company accuracy or its Subsidiaries or completeness of any of their respective assets or properties information regarding the Company, or the transactions contemplated by this Agreement not expressly set forth within this Agreement, and Purchaser is not relying on anything other than the express provisions of this Agreement in entering into this Agreement. To None of the fullest extent permitted by applicable LawCompany, except with respect to the representations and warranties contained in Article IIInor Sellers, any certificate delivered pursuant to Article VI of their respective Affiliates or any letter other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives of transmittal related or Purchaser’s use of, any such information, including any confidential information memorandum distributed on behalf of Sellers or the Company relating to the Shares, none of the Company or its Affiliatesother publications, Subsidiariesrepresentations, stockholders warranties, forecasts, statements or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliatesinformation, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided in a “data room”, “management presentation”, “break-out session” or statements (otherwise to Purchaser or its Affiliates or representatives, or any omissions therefrom) other document or information in any form provided or made available by the Company to Purchaser or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives representatives in connection with the Merger Share Sale and the other transactions contemplated hereby. Each of Parent and Merger Sub Purchaser acknowledges and agrees that, as of that the date hereof representations and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to warranties made by the Company and Sellers in this Agreement (as qualified by the Disclosure Schedules) supersede, replace and nullify in every respect all other information, whether written or oral, made available to Purchaser, its Subsidiaries Affiliates or its representatives. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. No Person is asserting the truth of any representation or warranty set forth in this Agreement; rather the parties have agreed that should any representations and warranties of any party prove untrue, the other party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in Law or in equity or whether in contract or in tort) are permitted to any Party as a result of the untruth of any such representation and warranty. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLERS SET FORTH IN ARTICLE IV AND ARTICLE V, RESPECTIVELY, (X) PURCHASER IS ACQUIRING THE COMPANY ON AN “AS IS, WHERE IS” BASIS AND (Y) NONE OF THE COMPANY, SELLERS OR ANY OTHER PERSON (INCLUDING, ANY STOCKHOLDER, MANAGER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND PURCHASER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE COMPANY, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) PURCHASER OR ANY OF PURCHASER’S REPRESENTATIVES. (b) No past, present or future director, officer, employee, incorporator, member, manager, partner, stockholder, trustee, beneficiary, Affiliate, agent, attorney or representative of the Company, Sellers or any of their respective Affiliates or any successor or assign thereof (collectively, the “Equityholder Parties”), will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Purchaser or any other Person resulting from (nor will Purchaser have any claim with respect to) (i) the distribution to Purchaser, or Purchaser’s use of, or reliance on, any information, documents, projections, forecasts or other material made available to Purchaser in certain “data rooms,” confidential information memorandum or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement, or (ii) any claim based on, in respect of, or by reason of, the Share Sale or with respect to the pre-Closing conduct of the Company, including any alleged non-disclosure or misrepresentations made by any such Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at Law or in equity, or otherwise. (c) In connection with the investigation by Purchaser of the Company, Purchaser has received or may receive from the Company certain projections, forward-looking statements and other forecasts and certain business plan information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that Purchaser will have no claim against anyone with respect thereto. Accordingly, Purchaser acknowledges that neither the Company, Sellers, nor any Equityholder Party whether in an individual, corporate or any other capacity, make any representation, warranty, or other statement with respect to, and Purchaser is not relying on, such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and Purchaser agrees that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesnot relied thereon.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained in this Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares5, none of Parent, Merger Sub or any of their respective Representatives or Affiliates or any other Person on behalf of such Persons makes any express or implied representation or warranty with respect to them or with respect to any other information provided to the Company in connection with the transactions contemplated hereby. Parent and Merger Sub (on behalf of themselves and on behalf of their respective Affiliates and each of their respective Representatives) each acknowledges and agrees that, except for the representations and warranties expressly set forth in Article 4 of this Agreement (as qualified by the Company Disclosure Letter), (a) neither the Company, its Subsidiaries nor any of its Subsidiariestheir respective Affiliates or Representatives makes, or has made, any stockholder representations or Representative warranties relating to itself or its business or otherwise in connection with the Merger or the Offer, the other matters contemplated by this Agreement or the entry into this Agreement by the parties hereto, and none of Parent, Merger Sub, their Affiliates and their respective Representatives are relying on or have relied on any representation or warranty of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any except for those expressly set forth in Article 4 of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwiseb) based upon any information or statements (or any omissions therefrom) provided or made available no Person has been authorized by the Company or any of its Affiliates, Subsidiaries, stockholders Subsidiaries to make any representation or Representatives warranty relating to Parent the Company or Merger Sub any of its Subsidiaries or their respective Affiliates, Subsidiaries, stockholders businesses or Representatives otherwise in connection with the Merger or the Offer, and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees thatif made, as of the date hereof and to its knowledge, it has been furnished with, such representation or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that warranty must not be relied upon by Parent or Merger Sub has as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided, addressed or otherwise made available to Parent, Merger Sub or any of them concerning their Representatives are not and shall not be deemed to be or include representations or warranties of the Company or any of its Subsidiaries (and its Subsidiariesno such representation or warranty has been made or relied on with respect thereto) unless and only to the extent any such materials or information is the subject of any express representation or warranty set forth in Article 4 of this Agreement (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Parent The representations and Merger Sub acknowledge warranties made by Seller in this Article 3 are the exclusive representations and agree that warranties made by any Person with respect to Seller. Notwithstanding any provision of this Agreement to the contrary, except for the representations and warranties contained expressly made by Seller in this Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to 3 (as qualified by the SharesDisclosure Schedule), none of the CompanySeller, any of its SubsidiariesAssociated Persons (except for the Company, in the case of the representations and warranties in Article 4) or any stockholder other Person has made or Representative of is making any express or implied representation or warranty with respect to Seller, the Company Interests, the Company, the Transferred Subsidiaries or their respective businesses (including the Business), operations, assets, liabilities, condition (financial or otherwise) or prospects (including as to the accuracy or completeness of any information provided to Buyer), notwithstanding the delivery or disclosure to Buyer, or any of its Subsidiaries makes Associated Persons, of any documentation, forecasts, projections, plans or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, none of Seller, any of its Associated Persons or any other Person has made or is making any representation or warrantywarranty with respect to (a) any projections, either estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or the future business and operations of Seller or (b) any other information or documents made available to Buyer with respect to Seller or its business (including the Business) or operations, except as expressly set forth in this Article 3 or in any other Related Agreement. Except for the representations and warranties made by Seller in this Article 3, all other representations and warranties, whether express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated are expressly disclaimed by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesSeller.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI Local Purchase Agreement, any Local Asset Transfer Agreement or any letter of transmittal related to the SharesRelated Agreement, none of DuPont, the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries Sellers or any of their respective assets Affiliates makes any express or properties implied representation or warranty with respect to DuPont, the Sellers, the Transferred DPC Companies, the Joint Ventures or any of their respective Affiliates or Subsidiaries, the DPC Shares, the Minority Investment Interests, the DPC Assets, the DPC Business or with respect to any other information provided, or made available, to Buyer or any of its Affiliates, agents or representatives in connection with the transactions contemplated hereby. None of DuPont, the Sellers or any other Person will have or be subject to any liability or other obligation to Buyer, its Affiliates, agents or representatives or any Person resulting from the sale of the DPC Shares, the Minority Investment Interests or the Joint Venture Interests to Buyer or Buyer’s use of, or the use by any of its Affiliates or representatives of, any information, documents, projections, forecasts or other material made available to Buyer, its Affiliates or representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations unless any such information is expressly and warranties specifically included in a representation or warranty contained in Article III, any certificate delivered pursuant to Article VI Local Purchase Agreement, any Local Asset Transfer Agreement or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated herebyRelated Agreement. Each of Parent DuPont and Merger Sub acknowledges the Sellers and agrees thattheir Affiliates disclaims any and all other representations and warranties, as of the date hereof and to its knowledge, it has been furnished with, whether express or given adequate access to, all information and materials relating implied. Notwithstanding anything to the Company contrary contained in this Agreement, neither DuPont, the Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to Excluded Assets, Excluded Businesses or Retained Liabilities, in each case, other than those representations and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiarieswarranties set forth in Section 3.10.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except (a) Except for the representations and warranties contained made by Delta, Ultra and the Merger Subs in this Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares4, none of the CompanyDelta, Ultra, any Merger Sub or any other Person makes any express or implied representation or warranty with respect to Delta, Ultra, any of its Subsidiariestheir respective Subsidiaries or their respective businesses, assets, liabilities, condition (financial or otherwise) or prospects, and Delta and Ultra hereby disclaim any stockholder such other representations or Representative of the Company warranties, including with respect to any oral or written information furnished or made available to Vector, Kodiak or any of its Subsidiaries their Affiliates in the course of their due diligence of Delta, Ultra and their respective Subsidiaries, the negotiation of this Agreement or in the course of the Mergers and the other transactions contemplated hereby. In particular, without limiting the foregoing disclaimer, none of Delta, Ultra or any other Person makes or has made any representation or warrantywarranty to Vector, either Kodiak or any of their Affiliates or Representatives with respect to any financial projection, forecast, estimate, budget or prospect information relating to Delta, Ultra, any of their respective Subsidiaries or their respective businesses. (b) Notwithstanding anything contained in this Agreement to the contrary, Vector and Kodiak acknowledge and agree that none of Delta, Ultra, any Merger Sub or any other Person has made or is making any representations or warranties relating to Delta, Ultra or the Merger Subs whatsoever, express or implied, concerning beyond those expressly given by Delta, Ultra and the Company Merger Subs in this Article 4, including any implied representation or its Subsidiaries warranty as to the accuracy or completeness of any information regarding Delta, Ultra and the Merger Subs furnished or made available to Vector, Kodiak or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesRepresentatives.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except (a) Except for the representations and warranties contained in this Article III, any certificate delivered pursuant to Article VI in the Descartes Certificates or any letter of transmittal related to the Sharesin an Acquisition Document, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company Descartes or its Subsidiaries or any of their respective assets Affiliates or properties Representatives makes (and Descartes, on behalf of itself, its Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty with respect to Descartes or its Subsidiaries, the Acquired Ag Assets, the Ag Business or with respect to the accuracy or completeness of any other information provided, or made available, to Fermat or any of its Subsidiaries or Representatives in connection with the transactions contemplated hereby. None of Descartes or its Subsidiaries or any other Person will have or be subject to any Liabilities to Fermat, its Affiliates, agents or representatives or any Person resulting from Fermat’s use of, or the use by any of its Affiliates or Representatives of any such information, including information, documents, projections, forecasts or other material made available to Fermat, its Affiliates or Representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the transactions contemplated by this Agreement, unless any such information is expressly and specifically included 1414958.12A-NYCSR03A - MSW in a representation or warranty contained in this Article III, in the Descartes Certificates or in an Acquisition Document. To Notwithstanding anything to the fullest extent permitted by applicable Lawcontrary contained in this Agreement and without limiting the foregoing, none of Descartes, its Subsidiaries or their respective Representatives makes any express or implied representation or warranty with respect to Excluded Ag Assets or Retained Ag Liabilities. (b) Descartes acknowledges and agrees that, except for the representations and warranties in Article IV, the Fermat Certificates and the Acquisition Documents, neither Fermat nor any of its Subsidiaries, nor any other Person, has made any express or implied representation or warranty with respect to the representations and warranties contained in Article IIIAcquired H&N Assets, the H&N Business or with respect to the accuracy or completeness of any certificate delivered pursuant other information provided, or made available, to Article VI Descartes or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders Subsidiaries or Representatives in connection with the Merger transactions contemplated hereby and Descartes has not relied on any representation or warranty other than those contained in Article IV, the Fermat Certificates and the other transactions contemplated herebyAcquisition Documents. Each Without limiting the generality of Parent and Merger Sub the foregoing, Descartes acknowledges and agrees thatthat neither Fermat nor any of its Subsidiaries or any other Person has made a representation or warranty (including as to completeness or accuracy) to Descartes with respect to, as and neither Fermat nor any of its Subsidiaries or any other Person shall be subject to any liability to Descartes or any other Person resulting from, Fermat or its Subsidiaries or their respective Representatives making available to Descartes, (i) any projections, estimates or budgets for the date hereof and to its knowledge, it has been furnished withH&N Business, or given adequate access to(ii) any materials, all documents or information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent Fermat or Merger Sub has made of them concerning the Company and its Subsidiaries, the Acquired H&N Assets or the H&N Business made available to Descartes or its Representatives in any “data rooms,” teaser, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article IV of this Agreement, in the Fermat Certificates or in an Acquisition Document.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III and this Article IV (as qualified by the applicable items disclosed in Parent’s Disclosure Letter and Target Company’s Disclosure Letter), the Shareholder Agreement and any certificate delivered hereto or thereto, none of Parent, the Target Company, any of their respective Affiliates or Representatives or any other Person makes any express or implied representation or warranty on behalf of Parent, the Target Company or their respective Affiliates, and Parent and Merger Sub acknowledge and agree that the Target Company hereby disclaim any other representations or warranties, with respect to the subject matter of this Agreement. Furthermore, without limiting the foregoing sentence, except for the representations and warranties contained in Article IIIIII and this Article IV (as qualified by Parent’s Disclosure Letter and Target Company’s Disclosure Letter), the Shareholder Agreement and any certificate delivered pursuant hereto or thereto, Parent and the Target Company do not give or make any warranty or representation as to Article VI (and shall have no indemnification obligation or, in the absence of Fraud, other liabilities in respect of) the accuracy or reasonableness of any letter forecasts, estimates, projections, statements of transmittal related intent or statements of opinion provided to the Shares, none of the CompanyPurchaser, any of its SubsidiariesAffiliates, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets Representatives on or properties prior to the date of this Agreement in connection with this Agreement, including in any “Confidential Information Presentation” relating to Parent or the transactions contemplated by this AgreementTarget Business, any management presentations, and any other information made available in the Virtual Data Room. To the fullest extent permitted by applicable LawPurchaser acknowledges and agrees that, except with respect to for the representations and warranties contained in Article IIIIII and this Article IV (as qualified by Parent’s Disclosure Letter and Target Company’s Disclosure Letter), the Shareholder Agreement and any certificate delivered pursuant to Article VI hereto or any letter of transmittal related to the Sharesthereto, none of Parent, the Target Company or any of their respective Affiliates is making any representation or warranty regarding any documents, projections, forecasts, statement or other information made, communicated or furnished (orally, in writing, in the Virtual Data Room, in management presentations (including any questions posed and answers given and any related discussions, whether formal or informal) or otherwise) to Purchaser, any of its Affiliates, Subsidiariesor any of their respective Representatives (including any opinion, stockholders information, projection or advice that may have been or may be provided to such Person by any Representatives shall have of Parent, the Target Company or any liability to Parent or Merger Sub or of their respective Affiliates), Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesthis Agreement.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree Purchaser acknowledges that except for the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, (a) none of Seller, the Company, any of its Subsidiaries, or any stockholder or Representative of the Company Seller Subsidiaries or any of its Subsidiaries makes their respective Affiliates or Representatives has made any representation or warranty, either express expressed or implied, concerning as to the Company Acquired Assets, the Assumed Liabilities, the Business, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Acquired Assets, the Assumed Liabilities or the Business furnished or made available to Purchaser and its Affiliates and Representatives, except as expressly set forth in Article III, as qualified by the Seller Disclosure Schedule, (b) Purchaser has not relied on, and expressly disclaims any reliance upon, any representation or warranty from Seller, the Seller Subsidiaries or any of their respective assets Affiliates or properties or the transactions contemplated by Representatives in determining to enter into this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained as expressly set forth in Article III, any certificate delivered pursuant to Article VI or any letter as qualified by the Seller Disclosure Schedule, and (c) except in the case of transmittal related to the SharesActual Fraud, none of Seller, the Company Seller Subsidiaries or its Affiliates, Subsidiaries, stockholders any of their respective Affiliates or Representatives shall have or be subject to any liability Liability to Parent Purchaser or Merger Sub or their respective Affiliates, Subsidiaries, stockholders any of its Affiliates or Representatives on any basis (including in contract resulting from the distribution to Purchaser or tortits Affiliates or Representatives, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company Purchaser’s or its Affiliates’ or Representatives’ use of, Subsidiariesany such information, stockholders including any information, documents or Representatives material made available to Parent Purchaser or Merger Sub or their respective Affiliates, Subsidiaries, stockholders its Affiliates or Representatives in connection with any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub Purchaser acknowledges and agrees that, should the Closing occur, Purchaser shall acquire the Acquired Assets, the Assumed Liabilities and the Business without any representation or warranty as of the date hereof to merchantability or fitness thereof for any particular purpose, in an “as is” condition and to its knowledgeon a “where is” basis, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesexcept as otherwise expressly set forth in this Agreement.

No Other Representations or Warranties. Parent (a) Except for the representations and Merger Sub warranties expressly set forth in this Article II and in the Ancillary Agreements or any certificate delivered hereunder or thereunder, none of Sellers, the Companies nor any other Person makes (and Sellers, the Companies and their respective Affiliates hereby disclaim) any other express or implied representation or warranty with respect to Sellers, the Companies or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement and the Transactions (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Buyers or any of their Subsidiaries or their respective Affiliates in connection with the Transactions. (b) Sellers acknowledge and agree that that, except for the representations and warranties contained expressly set forth in Article IIIIII of this Agreement and in the Ancillary Agreements, neither Buyer, nor any certificate delivered pursuant to Article VI or Related Parties of such Buyer nor any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or other Person has made any express or implied representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except warranty with respect to the Transactions (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose) and Sellers have not relied on any representation or warranty other than those expressly set forth in Article III of this Agreement and in any certificate delivered hereunder; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Section 2.27(b), nothing in this Section 2.27(b) shall limit Sellers’ remedies with respect to claims of Fraud or intentional breach in connection with, arising out of or otherwise related to the express written representations and warranties contained made by Buyers in Article III, this Agreement and in any Ancillary Agreement or in any certificate delivered pursuant to Article VI hereunder or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesthereunder.

No Other Representations or Warranties. Parent Except for the express written representations and warranties made by Parent, Intermediate Holdco and Merger Sub acknowledge and agree that except for the representations and warranties contained in this Article III, any IV and the certificate delivered pursuant to Article VI Section 7.3(c), neither Parent, Intermediate Holdco, Merger Sub nor any Representative or other Person on behalf of either makes any express or implied representation or warranty with respect to them or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company their Affiliates or any of its Subsidiaries makes or has made their respective business, assets, Liabilities, financial condition or results of operations or with respect to any representation or warranty, either express or implied, concerning other information provided to the Company or its Subsidiaries or any of their respective assets or properties or in connection with the transactions contemplated by hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement. To Section 4.12 shall limit any remedy available to the fullest extent permitted by applicable Law, except Company in the event of fraud with respect to the representations and warranties contained made by Parent, Intermediate Holdco or Merger Sub in this Agreement. Parent, Intermediate Holdco and ▇▇▇▇▇▇ Sub each acknowledges and agrees (in each case individually and on behalf of each of their respective controlled Affiliates, each of the direct and indirect stockholders, partners, managers or other equity or security holders of Parent, Intermediate Holdco, Merger Sub or any of their respective Affiliates and any Representative of any of the foregoing (each, a “Parent Related Party” and, collectively, the “Parent Related Parties”)), that, except for the representations and warranties expressly set forth in Article III, any III and the certificate delivered pursuant to Article VI Section 7.2(d) or in any letter Support Agreement (a) none of transmittal related to the SharesCompany, none any Affiliates thereof, any direct or indirect stockholder, partner, manager or other equity or security holder of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (Affiliate thereof or any omissions therefromRepresentative of any of the foregoing (each, a “Company Related Party” and, collectively, the “Company Related Parties”) provided or made available by any other Person makes, or has made, any representations or warranties relating to itself or its business, the Company or its Affiliates, Subsidiaries, stockholders business or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives any other matter in connection with the entry into this Agreement, the Merger and the other transactions contemplated hereby. Each , and none of Parent, Intermediate Holdco, Merger Sub or any other Parent Related Party is relying or has relied on (and each of Parent, Intermediate Holdco and Merger Sub acknowledges and agrees that, as expressly disclaims reliance on) any representation or warranty of any of the date hereof Company or any Company Related Party or any other Person except for the representations and warranties of the Company expressly set forth in Article III of this Agreement, in the certificate delivered pursuant to its knowledgeSection 7.2(d) or in any Support Agreement (b) other than in any Support Agreement, it no Person has been furnished with, authorized by the Company or given adequate access to, all information and materials any Company Related Party to make any representation or warranty relating to the Company or any Company Related Party or any of their respective businesses or any other matter in connection with the entry into this Agreement, the Merger and its Subsidiaries that it has requested the other transactions contemplated hereby, and Representatives if made, such representation or warranty must not be relied upon by Parent, Merger Sub or any Parent Related Party or any other Person as having been authorized by the Company or any Company Related Party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Intermediate Holdco, Merger Sub or any Parent Related Party or any other Person are not and shall not be deemed to be or include representations or warranties of the Company (and have answered all inquiries that Parent or not been relied upon by Parent, Intermediate Holdco, Merger Sub has or any Parent Related Party or any other Person) except (and only to the extent that) an express representation or warranty is made of them concerning by the Company with respect to such materials or information in an express representation or warranty of the Company set forth in Article III, in the certificate delivered pursuant to Section 7.2(d) or in any Support Agreement; provided that the foregoing shall not limit any remedy available to Parent in the event of fraud with respect to the representations and its Subsidiarieswarranties made by the Company in this Agreement.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained expressly set forth in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Sharesthis ARTICLE IV, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries Affiliates nor any other Person on behalf of the Company makes or has made any express or implied representation or warranty with respect to the Company, its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or Affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. The Company acknowledges and agrees that, except for the representations and warranties made by Parent and Merger Sub in ARTICLE V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule) none of the Parent, Merger Sub or any other Person is making or has made any representations or warranty, either express expressed or implied, concerning the Company at law or its Subsidiaries in equity, with respect with respect to or on behalf of Parent, Merger Sub or any of their respective assets Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or properties financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent, Merger Sub or any of their Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby or thereby. The Company is not relying and specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by this Agreementany Person, and acknowledges and agrees that Parent, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. To the fullest extent permitted by applicable Law, except with respect to The Company acknowledges and agrees that the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis ARTICLE V (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available as qualified by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to applicable items disclosed in the Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger Disclosure Schedule) are for risk allocation purposes and the other transactions contemplated hereby. Each not necessarily assertions of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariestruth.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except for NONE OF THE COMPANY, HOLDCO, OR THEIR RESPECTIVE AFFILIATES, REPRESENTATIVES, EMPLOYEES, DIRECTORS, MANAGERS, OFFICERS OR EQUITYHOLDERS HAS MADE ANY REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY OF ANY NATURE WHATSOEVER RELATING TO ANY OF THE SELLERS, HOLDCO, THE COMPANY, THE BUSINESS, OR THE ASSETS OF HOLDCO OR THE COMPANY OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III (AS QUALIFIED BY THE DISCLOSURE SCHEDULES) AND ARTICLE II. Without limiting the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter generality of transmittal related to the Sharesforegoing, none of the Company, Holdco, nor any of its Subsidiaries, or any stockholder or Representative Affiliate of the Company or Holdco, nor any of its Subsidiaries makes their respective Representatives, employees, officers, directors, managers, or equityholders has made, and will not be deemed to have made, any representations or warranties in the materials relating to the Business (including with respect to the completeness or accuracy of such materials) made available to Buyer, including due diligence materials, or in any presentation of the Business by management of the Company, Holdco, or others in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation will be deemed a representation or warrantywarranty hereunder and deemed to be relied upon by ▇▇▇▇▇ in executing, either express delivering, and performing this Agreement and the Contemplated Transactions, except for those representations and warranties expressly set forth in this ARTICLE III (as qualified by the Disclosure Schedules) and ARTICLE II. It is understood that any cost estimates, projections, or impliedother predictions, concerning any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by any of the Sellers, Holdco, the Company and their respective Affiliates and Representatives, are not and will not be deemed to be or its Subsidiaries to include representations or warranties of the Company, Holdco or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable LawAffiliates, except with respect to the for those representations and warranties contained expressly set forth in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis this ARTICLE III (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available as qualified by the Company or its AffiliatesDisclosure Schedules) and ARTICLE II, Subsidiariesand are not and will not be deemed to be relied upon by ▇▇▇▇▇ in executing, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger delivering and performing this Agreement and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesContemplated Transactions.

No Other Representations or Warranties. Parent (i) Seller acknowledges and Merger Sub acknowledge agrees that each Buyer Party has relied on the representations and agree warranties set forth in this Paragraph 12 in making the decision to enter into this Amendment. Except for the representations and warranties expressly set forth in this Paragraph 12 and in the Warrant, none of Seller, any of its Affiliates or any other Person makes (and Seller, on behalf of itself and its Affiliates, hereby disclaims) any other express or implied representation or warranty with respect to the transactions contemplated by this Amendment, Seller or any of its Affiliates or to any of their respective businesses, operations, assets, Liabilities, conditions (financial or otherwise) or prospects in connection with this Amendment or the transactions contemplated hereby (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose). (ii) Seller acknowledges and agrees that, except for the representations and warranties contained expressly set forth in Article III, any certificate delivered pursuant to Article VI or any letter Paragraph 13 of transmittal related to this Amendment and in the SharesWarrant, none of the Company, any of its Subsidiaries, Buyer Parties or any stockholder or Representative of the Company or any of its Subsidiaries makes or other Person has made any express or implied representation or warrantywarranty with respect to the transactions contemplated by this Amendment, either express or implied, concerning to the Company or its Subsidiaries Buyer Parties or any of their respective assets Affiliates or properties to any of their respective businesses, operations, assets, Liabilities, conditions (financial or otherwise) or prospects in connection with this Amendment or the transactions contemplated by this Agreement. To hereby (including any implied warranties that may otherwise be applicable because of the fullest extent permitted by provisions of the Uniform Commercial Code or any other applicable Law, except including the warranties of merchantability and fitness for a particular purpose) and Seller has not relied on any representation or warranty other than those expressly set forth in Paragraph 13 of this Amendment and in the Warrant; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Paragraph 12(j)(ii), nothing in this Paragraph 12(j)(ii) shall limit Seller’s remedies with respect to claims of Fraud in connection with, arising out of or otherwise related to the express written representations and warranties contained made by Seller in Article III, any certificate delivered pursuant to Article VI this Amendment or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesWarrant.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained expressly set forth in Article IIIIV (as modified by the Company Disclosure Schedule), Buyer acknowledges that none of Seller, the Acquired Companies or their respective Affiliates, or any other Person on behalf of any of them makes or has made, and Buyer has not relied upon, any certificate delivered pursuant to Article VI express or implied representation or warranty with respect to, or on behalf of, Seller or the Acquired Companies, or any letter of transmittal related their respective Affiliates, or their respective businesses or properties or with respect to any other information, documents, presentations, forecasts, budgets or estimates provided or made available to Buyer in connection with this Agreement or the SharesTransactions, none including in any “data rooms” or management presentations, including the accuracy or completeness thereof, and Seller, the Acquired Companies and their respective Affiliates hereby disclaim any such representation or warranty whether by Seller or the Acquired Companies, or any of their respective Affiliates, or any other Person on behalf of any of them. Buyer understands that the CompanyAcquired Companies own or have rights to, or purport to have rights to, or utilize, real property and improvements (for which Seller makes no representations or warranties other than as expressly set forth in Article IV (if any)). In acquiring the Acquired Companies, Buyer acknowledges that Buyer is indirectly acquiring certain rights in, or ownership and/or use of, real property held or owned by Western or any of its Subsidiaries, including rights in, or ownership and/or use of, real property utilized by the Acquired Companies in the Yuba Goldfields (together, the “Disclaimed Real Estate”), and does so, subject to the representations, warranties and indemnities in this Agreement, “AS IS, WHERE IS” AND “WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN,” in their present state and condition, with no right of recourse against Seller (or any stockholder related or Representative affiliated party) for same. Buyer acknowledges that Buyer has been, or will be, given the opportunity to conduct its own investigation as to any matter, fact, or issue that might influence Buyer’s decision to purchase the Acquired Companies. Buyer acknowledges that Seller and Seller’s agents, contractors, consultants, attorneys, and representatives have not made, do not make, and specifically negate and disclaim, and Buyer is not relying on, any representations, warranties, promises, covenants, agreements or guaranties of the Company any kind or any of its Subsidiaries makes or has made any representation or warrantycharacter whatsoever, either whether express or implied, concerning the Company oral or its Subsidiaries written, past, present or any of their respective assets future, of, as to, concerning, or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations Disclaimed Real Estate, except as expressly set forth in Section 4.6(b)(x) and warranties contained in Article IIISection 4.22, including any of the following: the value of the Disclaimed Real Estate; any income to be derived from the Disclaimed Real Estate; the suitability of the Disclaimed Real Estate for any and all activities and uses which Buyer may conduct thereon, including the possibilities for future development of the Disclaimed Real Estate; the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Disclaimed Real Estate; the manner, quality, state of repair or lack of repair on the Disclaimed Real Estate; the nature, quality or condition of the Disclaimed Real Estate, including with respect to water conditions, soil, geological or geotechnical condition (including soil expansiveness, corrosiveness, or stability, or seismic, hydrological, geological and topographical conditions and configurations, including any opinions or conclusions of any soils engineer(s) retained to perform geotechnical and/or soils studies or to oversee any soils engineering aspects of developing the Disclaimed Real Estate); the manner or quality of the construction or materials, if any, incorporated into the Disclaimed Real Estate; compliance with any environmental protection, pollution or land use laws, rules, regulations, orders, codes or requirements (except as may relate to a release of Hazardous Substances), including, but not limited to, the Americans with Disabilities Act of 1990, California Health & Safety Codes, Environmental Laws and regulations promulgated under any of the foregoing (all as have been or may be amended from time to time); the presence or absence of any underground storage tanks on the Disclaimed Real Estate or on property adjacent to or near the Disclaimed Real Estate; the content, completeness or accuracy of any feasibility or due diligence documents, any certificate delivered pursuant other materials related to Article VI Buyer’s feasibility review, or any letter of transmittal related preliminary reports or other reports or commitments regarding title to the Shares, none Disclaimed Real Estate; the conformity of the Company Disclaimed Real Estate to past, current or its Affiliates, Subsidiaries, stockholders future applicable zoning or Representatives shall have building requirements; deficiency of any liability to Parent undershoring; deficiency of any drainage; the fact that all or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as a portion of the date hereof and to its knowledge, it has been furnished with, Disclaimed Real Estate may be located on or given adequate access to, near an earthquake fault line or in or near an earthquake or seismic hazard zone; the fact that all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives or a portion of the Company have answered all inquiries that Parent Disclaimed Real Estate may be located in or Merger Sub has made near a “wildlands” area or a state fire responsibility area; the existence of them concerning vested land use, zoning or building entitlements affecting the Company and its SubsidiariesDisclaimed Real Estate; water rights or the availability of or access to water; the availability of or access to sewer improvements; or utilities or availability thereof.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained in Article IIIII of this Agreement or as expressly provided in the agreements contemplated hereby, any certificate delivered pursuant to Article VI if Contributor is a party thereto, Contributor makes no express or any letter of transmittal related implied representation or warranty with respect to the SharesContributed Assets, none of the Assumed Liabilities, the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement, and Contributor expressly disclaims any other representations or warranties, whether made by Contributor or any of its respective Affiliates, officers, directors, employees, agents or representatives. To the fullest extent permitted by applicable Law, except with respect to Except for the representations and warranties contained in Article IIIIII of this Agreement or as expressly provided in the agreements contemplated hereby, if FADV is a party thereto, FADV makes no express or implied representation or warranty with respect to FADV’s business, and FADV expressly disclaims any certificate delivered pursuant to Article VI other representations or warranties, whether made by FADV or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiariesofficers, stockholders directors, employees, agents or Representatives representatives. Notwithstanding anything else in this Agreement or the other Related Agreements, Contributor does not make any representation or warranty with regard to the assets or business purchased or liabilities assumed under the XRES Purchase Agreement except as provided in Section 2.24 or the effect of the assets or business purchased or liabilities assumed under the XRES Purchase Agreement on any basis the Division or the Business (including for purposes of the representations and warranties in contract or tort, under federal or state securities laws Article II (excluding Section 2.24) or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger ); and the other transactions contemplated hereby. Each of Parent business, assets and Merger Sub acknowledges liabilities under the XRES Purchase Agreement are being transferred and agrees thatassumed hereunder to and by FADV on an “as is where is” basis, as of the date hereof and subject only to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesSection 5.2.

No Other Representations or Warranties. Parent Except for the representations and Merger Sub acknowledge warranties contained in this Article IV (including the related portions of the Disclosure Schedule), which constitute the sole and agree exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose) of Seller or any Specified Individual, none of Seller, any Specified Individual nor any other Person (including any direct or indirect equity owner, or any employee, agent or representative, of Seller) has made, and none of the foregoing make, any other express or implied representation or warranty, either written or oral, on behalf of or relating to Seller or the transactions contemplated by this Agreement, including any representation or warranty as to the accuracy or completeness of any information regarding the Business furnished or made available to Purchaser. All other purported representations and warranties or statements (including by omission) are hereby disclaimed by Seller, each Specified Individual and all such Persons. Seller and each Specified Individual acknowledges and agrees that except for the representations and warranties contained in Article IIIV, Purchaser has not made and does not make any certificate delivered pursuant to Article VI other express or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any implied representation or warranty, either express written or impliedoral, concerning the Company or its Subsidiaries or any on behalf of their respective assets or properties or the transactions contemplated by this AgreementPurchaser. To the fullest extent permitted by applicable Law, except with respect to Seller and each Specified Individual has only relied on the representations and warranties contained of Parent and Purchaser expressly and specifically set forth in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives V; Seller and each Specified Individual hereby expressly and irrevocably acknowledges and agrees that it has not relied on any basis (including in contract or tortother representations, under federal or state securities laws or otherwise) based upon any information warranties or statements (or including by omission) not specifically set forth in Article V; and Seller and each Specified Individual shall not have any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection claim with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and respect to its knowledge, it has been furnished withpurported use of, or given adequate access toreliance on, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent any such other representations, warranties or Merger Sub has made of them concerning the Company and its Subsidiaries.statements (including by omission) not specifically set forth in Article V. ARTICLE V

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained expressly set forth in this Article III, any certificate delivered pursuant to Article VI IV (as modified by the Seller Disclosure Schedules) or any letter of transmittal related to the Sharesother Transaction Agreements, none of the Company, any of its Subsidiaries, Seller Parties or any stockholder or Representative of the Company or any of its Subsidiaries other Person has made, makes or has made shall be deemed to make any other representation or warrantywarranty of any kind whatsoever, either express or implied, concerning written or oral, at law or in equity, on behalf of the Company or its Subsidiaries Seller Parties, the Transferred Entities or any of their respective assets Affiliates, including any representation or properties warranty regarding any Seller Party, any Transferred Entity or any other Person, the transactions contemplated Transferred Equity Interests, any Transferred Assets, any Liabilities of any Seller Party or Transferred Entity, any Assumed Liabilities, the Business, any Transaction, any other rights or obligations to be transferred pursuant to the Transaction Agreements or any other matter, and the Seller Parties hereby disclaim all other representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by this Agreementor on behalf of any Seller Party, any Transferred Entity or any other Person. To the fullest extent permitted by applicable Law, except with respect to Except for the representations and warranties contained expressly set forth in this Article IV or the other Transaction Agreements, each Seller Party hereby disclaims 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 any Representatives or Buyer or any of Buyer’s Affiliates, including omissions therefrom. Notwithstanding anything else to the contrary in Article IIIIV, those representations or warranties of the Seller Parties regarding any certificate delivered Product Candidates that are the subject of the EVAH Agreement or the Oreo Agreement (each as defined in Section 4.25 of the Seller Disclosure Schedules) are made (a) to the Knowledge of the Seller and (b) solely to the extent related to (i) any research and development activities that are performed by or on behalf of EVAH or Oreo (each as defined in Section 4.25 of the Seller Disclosure Schedules) pursuant to Article VI the EVAH Agreement or the Oreo Agreement; or (ii) any letter Intellectual Property Rights that are owned or otherwise developed by or on behalf of transmittal related EVAH or Oreo pursuant to the Shares, none of EVAH Agreement or the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesOreo Agreement.

No Other Representations or Warranties. Parent (a) Purchaser acknowledges that (i) it and Merger Sub acknowledge its Representatives have been permitted access to the books and agree records, facilities, equipment, Contracts and other properties and assets of the Sellers related to the Business, and that it and its Representatives have had an opportunity to meet with officers and employees of the Sellers and (ii) except for the representations and warranties contained expressly set forth in Article IIIIV, (A) Purchaser has not relied on any certificate delivered pursuant to Article VI representation or warranty from the Sellers or any letter of transmittal related other Person in determining to enter into this Agreement and (B) neither the Shares, none of the Company, Sellers nor any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or other Person has made any representation or warranty, either express or implied, concerning as to the Company Business or its Subsidiaries the Purchased Assets or the accuracy or completeness of any information regarding any of the foregoing that the Sellers or any other Person furnished or made available to Purchaser and its Representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials). Without limiting the generality of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Lawforegoing, except with respect to as expressly set forth in the representations and warranties contained in Article IIIIV, any certificate delivered pursuant to Article VI or any letter of transmittal related to the SharesTHERE ARE NO EXPRESS OR IMPLIED WARRANTIES, none of the Company or its AffiliatesINCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) THE SELLERS AND PURCHASER AGREE THAT, SubsidiariesEXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT AND THE OTHER DOCUMENTS EXECUTED BY THE SELLERS AT CLOSING WITH RESPECT TO THE OWNED REAL PROPERTY AND THE REAL PROPERTY LEASEHOLDS, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesTHE OWNED REAL PROPERTY AND THE REAL PROPERTY LEASEHOLDS SHALL BE SOLD AND PURCHASER SHALL ACCEPT POSSESSION OF THE OWNED REAL PROPERTY AND THE LEASED REAL PROPERTY ON THE CLOSING DATE “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”

No Other Representations or Warranties. Parent Except for the representations and Merger Sub acknowledge warranties contained in this Article V (as qualified by the applicable items disclosed in Purchaser’s Disclosure Letter), the Shareholder Agreement and agree that any certificate delivered pursuant hereto or thereto, none of Purchaser or any of its Affiliates or Representatives or any other Person makes any express or implied representation or warranty on behalf of Purchaser or any of its Affiliates, and Purchaser hereby disclaims any other representations or warranties, with respect to the subject matter of this Agreement. Furthermore, without limiting the foregoing sentence, except for the representations and warranties contained in this Article IIIV (as qualified by Purchaser’s Disclosure Letter), the Shareholder Agreement and any certificate delivered pursuant hereto or thereto, Purchaser does not give or make any warranty or representation as to Article VI (and shall have no indemnification obligation or, in the absence of Fraud, other liabilities in respect of) the accuracy or reasonableness of any letter forecasts, estimates, projections, statements of transmittal related intent or statements of opinion provided to Parent, the Shares, none of the Target Company, any of its Subsidiariestheir respective Affiliates, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets Representatives on or properties or prior to the transactions contemplated by date of this Agreement in connection with this Agreement, including in any management presentations or made available in the Virtual Data Room or otherwise. To Each of Parent and the fullest extent permitted by applicable LawTarget Company acknowledges and agrees that, except with respect to for the representations and warranties contained in this Article IIIV (as qualified by Purchaser’s Disclosure Letter), the Shareholder Agreement and any certificate delivered pursuant to Article VI hereto or thereto, neither of Purchaser or any letter of transmittal its Affiliates is making any representation or warranty regarding any documents, projections, forecasts, statement or other information made, communicated or furnished (orally, in writing, in the Virtual Data Room, in management presentations (including any questions posed and answers given and any related discussions, whether formal or informal) or otherwise) to Parent, the SharesTarget Company, none any of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or any of their respective Representatives on any basis (including in contract any opinion, information, projection or tort, under federal advice that may have been or state securities laws or otherwise) based upon may be provided to such Person by any information or statements (Representatives of Purchaser or any omissions therefrom) provided or made available by the Company or of its Affiliates), Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesthis Agreement.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except (a) Except for the representations and warranties contained in Article IIIARTICLE V, elsewhere in this Agreement or in any Ancillary Agreement, or the certificate delivered pursuant to Article VI or any letter Section 8.2(c) of transmittal related to this Agreement (the Shares"Section 8.2(c) Certificate"), none of neither Parent, the Company, other Sellers nor any of its Subsidiariestheir respective representatives, agents or Affiliates makes any stockholder express or Representative of the Company or any of its Subsidiaries makes or has made any implied representation or warrantywarranty or implied condition (an "Ontario Condition") under the Sales of Goods Act Ontario with respect to Parent, either express or impliedthe other Sellers, concerning the Company or its Subsidiaries Analytical Technologies Companies or any of their respective assets Affiliates or properties Subsidiaries, the Joint Ventures, the Joint Venture Interests, the Analytical Technologies Assets, the Analytical Technologies Business or with respect to any other information provided, or made available, to Buyer or any of its Affiliates, agents or representatives in connection with the transactions contemplated hereby. Except for the representations, warranties and Ontario Condition contained in ARTICLE V, elsewhere in this Agreement or in any Ancillary Agreement or the Section 8.2(c) Certificate, neither Parent, the other Sellers nor any other Person makes any express or implied representation, warranty or Ontario Condition with respect to any information, including information, documents, projections, forecasts or other material made available to Buyer, its Affiliates or representatives in certain "data rooms," offering memorandum or management presentations in expectation of the transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or warranty contained in ARTICLE V. Except for the representations, warranties and Ontario Conditions contained in ARTICLE V, elsewhere in this Agreement, or in any Ancillary Agreement or the Section 8.2(c) Certificate, each of Parent and the other Sellers disclaims any and all other representations, warranties and Ontario Conditions, whether express or implied. To Notwithstanding anything to the fullest extent permitted by applicable Lawcontrary contained in this Agreement, except neither Parent, the other Sellers nor any of their respective Affiliates makes any express or implied representation, warranty or Ontario Condition with respect to the Excluded Assets, Excluded Businesses or Retained Liabilities. (b) Each Seller acknowledges the limitations set forth in Section 6.10. In furtherance of the foregoing, each Seller acknowledges that it is not relying on any representation or warranty of Buyer, other than those representations and warranties contained specifically set forth in Article III, ARTICLE VI of this Agreement and those set forth elsewhere in this Agreement or in any certificate delivered pursuant to Article VI Ancillary Agreement or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwiseSection 8.3(c) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesCertificate.

No Other Representations or Warranties. Parent (a) The Buyer hereby acknowledges and Merger Sub acknowledge agrees, and agree that except for represents and warrants, on behalf of itself and its Affiliates (including, following the representations and warranties contained in Article IIIClosing, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwiseParties) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledgeas of the Closing, it (i) none of the Seller Releasees has been furnished withmade, or given adequate access toshall be deemed to have made, to any Buyer Related Party or to any other Person, any representation or warranty, whether express or implied, whether written or oral, and whether at law or in equity, and (ii) the Buyer, on behalf of itself and its Affiliates (including, following the Closing, the Company Parties), hereby expressly and affirmatively disclaims reliance on all information such representations, warranties, and materials relating any omissions in connection therewith, in each case within the foregoing clauses (i) and (ii), except to the extent expressly set forth in a representation or warranty made by the Company in Article III or by the Seller in Article IV. (b) The Seller hereby acknowledges and agrees, and represents and warrants, on behalf of itself and its Subsidiaries Affiliates that, as of the date hereof and as of the Closing, (i) none of the Buyer Related Parties has made, or shall be deemed to have made, to any Seller Releasee or to any other Person, any representation or warranty, whether express or implied, whether written or oral, and whether at law or in equity, and (ii) the Seller, on behalf of itself and its Affiliates hereby expressly and affirmatively disclaims reliance on all such representations, warranties, and any omissions in connection therewith, in each case within the foregoing clauses (i) and (ii), except to the extent expressly set forth in a representation or warranty made by the Buyer in Article V. ITSAVVY ACQUISITION COMPANY, INC. By: /s/ Peter White Name: Peter White Title: Vice President & Secretary ITSAVVY HOLDINGS, LLC By: /s/ Peter White Name: Peter White Title: Vice President & Secretary XEROX CORPORATION By: /s/ Steven Bandrowczak Name: Steven Bandrowczak Title: Chief Executive Officer Capitalized terms used in this Schedule but not otherwise defined in this Schedule shall have the respective meanings for such capitalized terms as set forth in the Agreement. This Schedule sets forth the Specific Policies that it has requested will be taken into account in the calculation of the Estimated Closing Statement and Representatives the Closing Statement, including all items set forth or required to be set forth therein (for the avoidance of doubt, to the extent required as per the underlying definitions) (together “the Statements”), as required in clause (a) of the definition of the Agreed Principles. (a) The Statements will be prepared as if the Measurement Time occurs at the end of an accounting period and in accordance with those specific procedures that would be adopted at a financial year-end, including detailed analysis of accruals and cut-off procedures. (b) The Statements shall exclude (i) the effect of change of control or ownership of the Company have answered all inquiries Parties, except with respect to Company Debt, Employee Payments and Company Expenses due to change of control or ownership, (ii) the effects of any post-Closing reorganizations of Buyer or its Affiliates, and (iii) any financing undertaken by Buyer or its Affiliates or at the direction of Buyer or its Affiliates. Additionally, the Statements shall exclude the effect of any purchase accounting adjustment arising out of the consummation of any transaction, including the transactions contemplated by this Agreement. (c) [Reserved.] (d) Subject to clause (a) above or any other Specific Policy, there shall be no change in the classification (i) to a current asset or liability for any asset or liability that Parent has not been characterized as a current asset or Merger Sub liability in the balance sheet included in the Current Financial Statements or (ii) to a long-term liability or asset for any liability or asset that has made not been characterized as a long-term liability or asset in the Current Financial Statements, in each case, other than any such change resulting solely from the passage of them concerning time. (e) The Agreed Principles, including the Specific Policies herein, shall be interpreted so as to avoid double counting (whether positive or negative) of any item included in each of the Statements. (f) Subject to clause (a) above or any other Specific Policy, the Statements shall not exclude any item solely on the grounds of materiality. (g) [Reserved.] (h) Intercompany balances between and among the Company Parties shall be reconciled and its Subsidiarieseliminated. (i) Closing Working Capital shall exclude assets and liabilities (only to the extent not overdue) relating to right-of-use assets as required under FASB Accounting Standards Codification Topic 842, Accounting for Leases. (j) [Reserved.] (k) No new categories, classifications or types of costs, assets or liabilities will be included as prepaids, inventory or other current assets or current liabilities in the determination of Closing Working Capital to the extent such types were expensed and not capitalized on the balance sheet in the Current Financial Statements. (l) Current deferred revenue, but not long term deferred revenue, shall be captured in Net Working Capital. For the avoidance of doubt, to the extent captured as a reduction to Company Debt, any warranty accounts receivable associated with long term deferred revenues shall be excluded from Net Working Capital. (m) The provision for warranty costs shall be calculated in accordance with the accounting principles, policies and procedures as applied in the Financial Statements as of December 31, 2023. (n) Accounts receivable allowance for doubtful accounts shall be calculated in accordance with the accounting principles, policies and practices applied in the Financial Statements as of December 31, 2023. Inventory reserve shall be calculated in accordance with the accounting principles, policies and practices applied in the Financial Statements as of December 31, 2023. (o) Notwithstanding anything to the contrary, any deposits referenced in Section 8.11 of the Purchase Agreement shall not form part of the Statements. The Illustrative Calculation set out below for the trailing twelve (12)-month period ended September 30, 2024 has been included for illustrative purposes only. The line items included represent the only line items to be included in Closing Working Capital, however, the numbers contained within the line items shall not form part of the calculation of Closing Working Capital and remain subject to the terms and provisions of the Agreement, including Part I of this Schedule 1.01(a). [Omitted pursuant to Item 601(a)(5) of Regulation S-K] [See attached] [__________], 2024 (“Issuance Date”) $110,000,000.00 January 30, 2026 (“Maturity Date”)

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained expressly made by Purchaser in Article III, this Schedule “D” or in any certificate delivered pursuant to Article VI or this Agreement, neither Purchaser nor any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries other Person makes or has made any representation or warrantywarranty of any kind whatsoever, either express or implied, concerning the Company at Law or its Subsidiaries in equity, with respect to Purchaser or any of its subsidiaries or their respective assets business, operations, assets, liabilities, condition (financial or properties otherwise), notwithstanding the delivery or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Lawdisclosure to Terrace or any of its affiliates or Representatives of any documentation, except forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, neither Purchaser nor any other Person makes or has made any express or implied representation or warranty to Terrace or any of its Representatives with respect to (a) any financial projection, forecast, estimate, or budget relating to Purchaser, any of its subsidiaries or their respective businesses or, (b) except for the representations and warranties contained made by Purchaser in Article IIIthis Schedule “D”, any certificate delivered pursuant oral or written information presented to Article VI Purchaser or any letter of transmittal related to its Representatives in the Shares, none course of the Company negotiation of this Agreement or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or the course of the Arrangement. [REDACTED – commercially-sensitive information.] THIS NOMINATION AND VOTING AGREEMENT is made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof day of , 2021. THE PERSONS LISTED ON SCHEDULE “A” HERETO (collectively, the “Former Terrace Securityholders” and to its knowledgeeach individually a “Former Terrace Securityholder”) - and - THE PERSONS LISTED ON SCHEDULE “B” HERETO (collectively, it has been furnished withthe “Flowr Securityholders” and together with the Former Terrace Securityholders, or given adequate access tothe “Securityholders”) - and - THE FLOWR CORPORATION, all information and materials relating to a corporation governed by the Company and its Subsidiaries that it has requested and Representatives laws of the Company have answered all inquiries that Parent or Merger Sub has made Province of them concerning Ontario (the Company and its Subsidiaries.“Corporation”)

No Other Representations or Warranties. (a) Each of Parent and Merger Sub acknowledge Purchaser acknowledges and agree that agrees that, except for the representations and warranties contained (including the Schedules with respect thereto) made by Seller and expressly set forth in Article IIISection 2.1 of this Agreement, neither Seller nor any certificate delivered pursuant representative of Seller has made and will not be construed as having made to Article VI Parent or Purchaser or to any letter of transmittal related to the Sharestheir respective representatives, and none of the CompanyParent, any of its Subsidiaries, or any stockholder or Representative of the Company Purchaser or any of its Subsidiaries their respective representatives have relied upon, any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty made by Seller in Section 2.1 hereof, each of Parent and Purchaser agrees that neither Seller nor any representative of Seller makes or has made any representation or warrantywarranty to the Parent or Purchaser or to any of their respective representatives with respect to any estimates, either express projections and other forecasts relating to the Cinagro Shares or implied, concerning the Company Shares, and plan and budget information with respect thereto or, except to the extent and as expressly covered by a representation and warranty of Seller contained in Section 2.1 hereof, with respect to any other statements, documents or other information heretofore or hereafter delivered 24 25 to or made available to Parent or Purchaser or to any of their respective representatives and that neither Parent nor Purchaser will assert any claim against Seller or any of its Subsidiaries directors, officers, employees, agents, stockholders, or representatives, or hold Seller or any such persons liable with respect thereto. (b) Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties (including the Schedules with respect thereto) made by the Majority Member and expressly set forth in Section 2.2 of this Agreement, neither the Majority Member nor any of his representatives has made and will not be construed as having made to Parent or Purchaser or to any of their respective representatives, and none of Parent, Purchaser or any of their respective assets representatives have relied upon, any representation or properties warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty made by the Majority Member in Section 2.2 hereof, each of Parent and Purchaser agrees that neither the Majority Member nor any of his representatives makes or has made any representation or warranty to the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except Parent or Purchaser or to any of their respective representatives with respect to the representations any estimates, projections and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials forecasts relating to the Company Shares, and its Subsidiaries that it has requested plan and Representatives budget information with respect thereto or, except to the extent and as expressly covered by a representation and warranty of the Company have answered all inquiries that Majority Member contained in Section 2.2 hereof, with respect to any other statements, documents or other information heretofore or hereafter delivered to or made available to Parent or Merger Sub has made Purchaser or to any of them concerning their respective representatives and that neither Parent nor Purchaser will assert any claim against the Company and its SubsidiariesMajority Member or any of his agents or representatives, or hold the Majority Member or any such persons liable with respect thereto.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth in this Article 5, (i) none of Parent, Merger Sub, any of its Affiliates and any other Person on behalf of any of them makes any express or implied representation or warranty with respect to Parent, its Subsidiaries or their respective businesses or with respect to any other information provided or Made Available, to the Company or its Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof, and (ii) Parent and Merger Sub hereby disclaim any such representation or warranty with respect to the execution and delivery of this Agreement and the consummation of the Transactions contemplated by this Agreement, including the Merger and the Offer (b) Parent and Merger Sub acknowledge and agree that that, except for the representations and warranties contained made by the Company in Article III4 (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any certificate delivered pursuant other Person is making or has made any representations or warranty, express or implied, at law or in equity, with respect to Article VI or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative on behalf of the Company or any of its Subsidiaries makes Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or has made financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any representation or warranty, either express or implied, concerning information regarding the Company or any of its Subsidiaries or any of their respective assets other matter furnished or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability provided to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliatesto Parent, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with with, this Agreement or the Merger and the other transactions contemplated herebyTransactions. Each of Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that, as that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company Transactions and have answered all inquiries that Parent or Merger Sub has made of them concerning had an opportunity to discuss and ask questions regarding the Company and its Subsidiaries’ business with the management of the Company.

No Other Representations or Warranties. Parent Purchaser and Merger Sub FAT Brands, on the one hand, and Seller and VPC, on the other hand, expressly acknowledge and agree that that, except for the representations and warranties contained of the applicable parties to the Management Agreement, the Transaction Agreement and the Asset Purchase Agreements (as defined in Article IIIthe Transaction Agreement) as set forth therein, any certificate delivered pursuant to Article VI (a) none of Seller, VPC or any letter Person acting on behalf of transmittal related to the Shares, none of the Company, any of its Subsidiaries, Seller or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made VPC is making any representation or warrantywarranty of any kind, either whether express or implied, concerning except as set forth in Article 4 as modified by the Company related Schedules, if any, delivered by or its Subsidiaries on behalf of Seller or VPC, (b) none of Purchaser, FAT Brands or any Person acting on behalf of their respective assets Purchaser or properties FAT Brands is making any representation or warranty of any kind, whether express or implied, except as set forth in Article 5; and (c) the parties expressly disclaim any such other representation or warranty. Except as expressly set forth in Article 4, the Acquired Assets are sold “AS IS/WHERE IS” WITH ALL FAULTS AND DEFECTS and Purchaser accepts delivery of the Acquired Assets on such basis. Each of Purchaser and FAT Brands, on behalf of itself and each other FAT Brands Party, hereby confirms to Seller and VPC, and each of Seller and VPC, confirms to Purchaser, that it is not relying on any representations or warranties other than (y) those set forth in Article 4 or Articles 5 and 8, respectively, and (z) the representations and warranties of the applicable parties to the Management Agreement, the Transaction Agreement and the Asset Purchase Agreements in determining whether to enter into the transactions contemplated by this Agreement. To , the fullest extent permitted by applicable LawTransaction Agreement, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI Management Agreement or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesAsset Purchase Agreements.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained in this Article IIIIV, neither Parent, ▇▇▇▇▇▇ Sub nor any certificate delivered pursuant Representative or other Person on behalf of either makes any express or implied representation or warranty with respect to Article VI them or any letter of transmittal related their Affiliates or any of its or their respective business, assets, Liabilities, financial condition or results of operations or with respect to any other information provided to the SharesCompany in connection with the transactions contemplated hereby. Parent and ▇▇▇▇▇▇ Sub each acknowledges and agrees (in each case on behalf of ▇▇▇▇▇▇, Merger Sub, each of their respective Affiliates, each of the direct and indirect stockholders, partners, managers or other equity or security holders of Parent, Merger Sub or any of their respective Affiliates and any Representative of any of the foregoing (collectively, the “Parent Related Parties”)), that, except for the representations and warranties set forth in Article III (a) none of the Company, any of its SubsidiariesAffiliates thereof, any direct or any stockholder indirect stockholder, partner, manager or Representative other equity or security holder of the Company or any Affiliate thereof or any Representative of its Subsidiaries makes any of the foregoing (collectively, the “Company Related Parties”) or any other Person makes, or has made made, any representation representations or warrantywarranties relating to itself or its business, either express or implied, concerning the Company or its Subsidiaries business or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives other matter in connection with the entry into this Agreement, the Merger and the other transactions contemplated hereby. Each , and no Parent Related Party is relying or has relied on any representation or warranty of Parent any Company Related Party or any other Person except for the representations and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives warranties of the Company have answered all inquiries that expressly set forth in Article III of this Agreement, (b) no Person has been authorized by any Company Related Party to make any representation or warranty relating any Company Related Party or and of their respective businesses or any other matter in connection with the entry into this Agreement, the Merger and the other transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by any Parent Related Party or Merger Sub has made any other Person as having been authorized by any Company Related Party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to any Parent Related Party or any other Person are not and shall not be deemed to be or include representations or warranties of them concerning the Company (and its Subsidiarieshave not been relied upon by any Parent Related Party or any other Person) except (and only to the extent that) an express representation or warranty is made by the Company with respect to such materials or information in a representation or warranty of the Company set forth in Article III.

No Other Representations or Warranties. Except for the representations and warranties made by Parent and Merger Sub acknowledge in this Article IV, none of Parent, Merger Sub or any other Person makes any representations or warranties on behalf of Parent or Merger Sub with respect to Parent or any of its Subsidiaries. Parent and agree Merger Sub each acknowledges and agrees that except for the representations and warranties contained expressly set forth in Article III, (a) neither the Company nor any certificate delivered pursuant of its Subsidiaries makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in Article VI III; (b) no Person other than the Company has been authorized by the Company or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, as applicable, to make any representation or warranty relating to the Company or any stockholder of its Subsidiaries or Representative the business of the Company or any of its Subsidiaries makes or has made otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party; and (c) except to the extent the subject of any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained warranty expressly set forth in Article III, any certificate delivered pursuant to Article VI estimates, projections, predictions, data, financial information, memoranda, presentations or any letter of transmittal related other materials or information provided to the SharesParent, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or any of their respective Affiliatesrepresentatives whether orally or in writing are not, Subsidiariesand shall not be deemed to be or include, stockholders representations or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated herebywarranties. Each of Parent and Merger Sub acknowledges and agrees that, as that it (i) has had an opportunity to discuss the business of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it with the management of the Company; (ii) has requested had reasonable access to (A) the books and Representatives records of the Company have answered all inquiries that Parent or Merger Sub and its Subsidiaries and (B) the electronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement; (iii) has made been afforded the opportunity to ask questions of them concerning and receive answers from officers of the Company; and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated by this Agreement, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in Article III and that all other representations and warranties are specifically disclaimed.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE VI (AS MODIFIED BY THE PURCHASER DISCLOSURE SCHEDULES) AND IN THE PURCHASER DOCUMENTS, NEITHER THE PURCHASER NOR FORUM NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE PURCHASER OR FORUM, AND THE PURCHASER AND FORUM EACH DISCLAIM ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR INFORMATION, WHETHER MADE BY THE PURCHASER OR FORUM OR ANY OF ITS OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES. Article 7 PRE-CLOSING COVENANTS 1. 0a Conduct of the Business of the Company Group. (i) From the date hereof until the Closing or the earlier termination of this Agreement, except (i) as otherwise expressly provided in this Agreement or in connection with the Transactions, (ii) as may be necessary upon the occurrence of any emergency or other similar contingency in order to prevent imminent bodily harm, material environmental damage or material loss of any properties or assets of the Company Group; provided that except for the representations and warranties contained in Article IIICompany shall provide written notice thereof to the Purchaser as soon as practicable, (iii) as set forth on Schedule 7.01, (iv) as required by Law, any certificate delivered pursuant to Article VI Governmental Body or any letter Permit or (v) as consented to in writing by the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), (x) the Company shall, and shall cause each other member of transmittal related the Company Group to, conduct the respective businesses of the Company Group in the ordinary course of business consistent with past practice, including by using commercially reasonable efforts to (1) preserve substantially intact the Company Group’s business organizations and assets; (2) keep available the services of the current officers of the Company Group and other employees and individual independent contractors of the Company Group with annual compensation greater than $150,000 individually; and (3) preserve the current relationships of the Company Group with Top Customers and Top Suppliers the loss of which would be material to the SharesCompany Group and other Persons with which the Company Group has significant business relations; and (y) the Company shall not, none and shall cause each other member of the Company Group not to: (1) (A) amend the respective Organizational Documents of the members of the Company Group in any manner or (B) split, combine, subdivide or reclassify the Capital Stock or other equity interests of any member of the Company Group or effect any other similar transaction to change the Company Group’s capital structure; (2) except to the extent required under the terms of any Company Group Plan or any Company Options and Stock Award Agreements outstanding on the date hereof, issue, grant, sell, pledge, transfer, dispose of or otherwise subject to any Liens (other than Permitted Securities Liens) (i) any Capital Stock or other equity interests of the Company Group, (ii) any options, warrants, convertible securities or other rights of any kind to acquire any equity or ownership interests of the Company, or (iii) any appreciation rights, phantom stock, interests in the ownership or earnings of its Subsidiariesthe Company Group or similar rights; (3) except to the extent required under the terms of any Company Options and Stock Award Agreements outstanding on the date hereof, (A) redeem, purchase or otherwise acquire, directly or indirectly, any outstanding Common Shares or other equity interests of any member of the Company Group, other than any redemption, purchase or other acquisition by one member of the Company Group of the equity interests of another member of the Company Group that is a wholly owned Subsidiary, or (B) declare, set aside, make or pay any stockholder non-cash dividend or Representative of make any other non-cash distribution to any Person other than to the Company or any of its Subsidiaries makes wholly owned Subsidiaries; (4) except as may be required by applicable Law or has made the terms of any representation Company Group Plan in effect on the date of this Agreement, (A) grant to any employee or warranty, either express or implied, concerning independent contractor of the Company Group any increase in compensation (including any new bonus, incentive or its Subsidiaries severance arrangement) or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Lawother benefits, except for any increase that results from a pay increase, promotion, or bonus made to an employee or independent contractor earning less than $150,000 on an annualized basis in the ordinary course of business; (B) materially amend any Company Group Plan or establish any material Employee Benefit Plan that would be a Company Group Plan if it was in effect on the date hereof; (C) pay, loan or advance any amount to, any employee, officer, individual independent contractor or manager of the Company Group or (D) grant any severance or termination pay, equity or equity-based compensation, change in control, retention or similar bonus, or loan or advance any money to any employee or other individual service provider of the Company Group (other than the payment of any severance or termination pay in accordance with the terms of any Company Group Plan providing for such payment in effect as of the date hereof); (5) hire or terminate (other than for cause) any officer, director, employee or independent contractor, or enter into any employment agreement or independent contractor agreement, with an annualized compensation greater than $150,000; (6) (A) amend, modify or consent to the termination of (except for a termination resulting from the expiration of a contract in accordance with its terms) any Material Contract, (B) waive any material rights of the Company Group thereunder, or (C) except in the ordinary course of business consistent with past practice (including with respect to renewals), enter into any contract that would be a Material Contract if entered into prior to the representations and warranties contained date hereof; (7) directly or indirectly acquire any business line or Person, by merger or consolidation, purchase of assets or equity interests, or by any other manner, in Article IIIa single transaction or a series of related transactions, or any material amount of assets, or enter into any joint venture, strategic alliance or similar contract or arrangement; (8) sell, assign, license, transfer, convey or otherwise dispose of, or subject to any Lien (other than Permitted Liens), any certificate delivered pursuant to Article VI of the properties or any letter of transmittal related to the Shares, none assets of the Company Group, in each case, with a value in excess of $100,000 individually, or $250,000 in the aggregate, except for (A) sales of inventory in the ordinary course of business consistent with past practice or (B) sales, leases or other transfers between and among the Company and its Affiliateswholly owned Subsidiaries; (9) adopt a plan of complete or partial liquidation, Subsidiariesdissolution, stockholders merger, consolidation, restructuring, recapitalization or Representatives other reorganization of any member of the Company Group; (10) (A) incur any Indebtedness other than Payoff Debt in the ordinary course of business consistent with past practice; (B) assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case under this clause (B) other than in the ordinary course of business consistent with past practice with a term not greater than 364 days and involving amounts not greater than $50,000 in the aggregate; provided that any such amounts shall have be included as Indebtedness in the calculation of Closing Cash Amount; or (C) make any loans or advances to any Person other than in the ordinary course of business consistent with past practice involving amounts not greater than $50,000 in the aggregate or in the ordinary course of business consistent with past practice with respect to deposits under Contracts with suppliers; (11) except in accordance with the capital budget of the Company Group set forth on Schedule 7.01, commit to make any single capital expenditure in excess of $50,000 or capital expenditures in excess of $200,000 in the aggregate; (12) enter into any lease of real or personal property or any renewals thereof involving a term of more than six months or rental obligation exceeding $50,000 per year in any single case (other than any renewals in the ordinary course of business); (13) enter into any collective bargaining agreement with any labor organization; (14) pay, discharge or satisfy any claim, liability to Parent or Merger Sub obligation (absolute, accrued, asserted or their respective Affiliatesunasserted, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws contingent or otherwise), other than the payment, discharge or satisfaction of any such claims, liabilities or obligations in the ordinary course of business consistent with past practice or as required by their terms as in effect on the date of this Agreement or incurred since the date of this Agreement in the ordinary course of business consistent with past practice; (15) based upon cancel, compromise, waive or release any information right or statements claim of material value; (16) permit the lapse of any existing policy of insurance relating to the business or assets of the Company Group except where such policy is replaced by a comparable policy (provided, that such lapse does not result in a material gap in coverage of the assets or operations of the Company Group); (17) permit the lapse of any right relating to Intellectual Property or any other intangible asset used in the business of the Company Group; (18) accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, materially reduce inventories or otherwise increase cash on hand, except in the ordinary course of business consistent with past practice; 61 (19) commence or settle any claim, action, suit, inquiry, proceeding, demand, audit or investigation by or before any Governmental Body, or any other arbitration, mediation or similar proceeding; (20) make any change in any accounting policy, other than changes required as a result of changes in ASPE or applicable Law; (21) except in the ordinary course of business, (A) amend any material income Tax Return, (B) change any material Tax election, (C) change any material method of Tax accounting or (D) settle any claim or assessment in respect of a material amount of Tax; (22) take any action (or omit to take any omissions therefromaction) provided if such action (or made available omission) would reasonably be expected to cause any of the conditions set forth in Article III not to be satisfied by the Outside Date; (23) make any “investments” (as defined for purposes of section 212.3 of the Income Tax Act) in any corporation that is a “foreign affiliate” (as defined for purposes of the Income Tax Act) of the Company and/or any other member of the Company Group (including, for greater certainty, an indirect investment described in paragraph 212.3(10)(f) of the Income Tax Act), other than in the ordinary course of business consistent with past practice and not in excess of $1,000,000 in the aggregate; (24) enter into any new line of business; or (25) announce an intention, enter into any formal or informal agreement, or otherwise commit or agree to take any action described in this Section 7.01(a). 1. 0b Conduct of the Business of Forum and its AffiliatesSubsidiaries. (i) From the date hereof until the Closing or the earlier termination of this Agreement, Subsidiaries, stockholders except (i) as otherwise expressly provided in this Agreement or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger Transactions or the Debt Financing, (ii) as may be necessary upon the occurrence of any emergency or other similar contingency in order to prevent imminent bodily harm, material environmental damage or material loss of any properties or assets of Forum or any of its Subsidiaries; provided that Forum shall provide written notice thereof to the Sellers’ Representative as soon as practicable, (iii) as set forth on Schedule 7.02, (iv) as required by Law, any Governmental Body or any Permit or (v) as consented to in writing by the Sellers’ Representative (such consent not to be unreasonably withheld, delayed or conditioned), (x) Forum shall, and shall cause each of its Subsidiaries (including the Purchaser) to, conduct the respective businesses of Forum and its Subsidiaries in the ordinary course of business consistent with past practice, including by using use commercially reasonable efforts to preserve substantially intact their business organizations and assets; and (y) Forum shall not, and shall cause each of its Subsidiaries (including the Purchaser) not to: (1) amend its Organizational Documents in any manner that would reasonably be expected to (a) prevent or in any material respect hinder, impede or delay the ability of the parties to perform their obligations under this Agreement or any of the other Transaction Documents or to satisfy any of the conditions to or the consummation of the Transactions or (b) adversely affect (1) the economic benefits to be obtained by the Sellers or the Option Holders or (2) the terms of the Forum Common Stock in any material respect; (2) issue, grant, sell, pledge, transfer, dispose of or otherwise subject to any Liens (other than Permitted Securities Liens) (i) any Forum Capital Stock or other equity interests of any Subsidiary of Forum, (ii) any options, warrants, convertible securities or other 62 rights of any kind to acquire any equity or ownership interests of Forum, or (iii) any appreciation rights, phantom stock, interests in the ownership or earnings of Forum or any Subsidiary of Forum or similar rights, in each case, other than (A) issuances, transfers or dispositions by a direct or indirect wholly owned Subsidiary of Forum of equity securities to such Person’s parent or any other direct or indirect wholly owned Subsidiary of Forum, (B) grants under the Forum Equity Plan in the ordinary course of business consistent with past practice (including as to timing, amount and purpose of each such issuance) or (C) issuances of Forum Common Stock through one or more public or private offerings or other transactions contemplated hereby. Each of Parent up to five percent (5%) of the shares of Forum Common Stock issued and Merger Sub acknowledges and agrees that, outstanding as of the date hereof and to its knowledgeof this Agreement, it has been furnished within the aggregate; (3) other than (x) the Debt Financing or (y) any borrowings permitted under the Forum ABL as in effect on the date hereof, (A) incur any indebtedness for borrowed money in excess of $10,000,000, (B) issue any debt securities or assume, guarantee or endorse, or given adequate access tootherwise become responsible for, all information and materials relating the obligations of any Person involving consideration in excess of $10,000,000 or (C) incur any indebtedness for borrowed money which, if the Seller Loan Agreement is entered into, would rank senior or pari passu in right of payment to the Company and its Subsidiaries that it has requested and Representatives Seller Loans or be secured by the assets of Forum or any Subsidiary of Forum on a pari passu or senior basis to the liens granted to secure the Seller Loans; (4) (A) redeem, purchase or otherwise acquire, directly or indirectly, any outstanding Forum Capital Stock or other equity interests of Forum or a Subsidiary of Forum, other than any redemption, purchase or other acquisition by Forum or a Subsidiary of Forum of the Company have answered all inquiries equity interests of a Subsidiary of Forum that Parent is a wholly owned Subsidiary or Merger Sub has made (B) declare, authorize, set aside or pay any dividend or distribution payable in cash, stock or property in respect of them concerning any of the Company and its Subsidiaries.Forum Capital Stock or any Subsidiary of Forum that is not a wholly owned Subsidiary; (5) merge, consolidate or enter into any other business combination transaction or agreement with any Person in which such other Person is the surviving entity; (6) split, combine, subdivide or reclassify the Forum Common Stock or effect any other similar transaction; (7) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Forum or the Purchaser; (8) make any change in any accounting policy, other than changes required as a result of changes in US GAAP or applicable Law; (9) except in the ordinary course of business, (A) amend any material income Tax Return, (B) change any material Tax election, (C) change any material method of Tax accounting or (D) settle any claim or assessment in respect of a material amount of Tax; (10) take any action (or omit to take any action) if such action (or omission) would reasonably be expected to cause any of the conditions set forth in Article III not to be satisfied by the Outside Date; or (11) announce an intention, enter into any formal or informal agreement, or otherwise commit or agree to take any action described in this Sect

No Other Representations or Warranties. Parent (a) Except for the representations and Merger Sub warranties contained in this Article III, the Companies acknowledge that neither Swordfish nor any other Person on behalf of Swordfish has made, and agree that the Companies have not relied upon, any representation or warranty, whether express or implied, at Law or in equity, with respect to the Swordfish Contributor Group, the Swordfish Acetow Group, any member of the Swordfish Contributor Group or Swordfish Acetow Group, or their respective businesses, affairs, assets, Liabilities, condition (financial or otherwise), results of operations, future operating or financial results or prospects or with respect to the accuracy or completeness of any other information provided or made available to the Companies by or on behalf of Swordfish (including in the Swordfish Dataroom), and Swordfish hereby disclaims any such other representations and warranties. In particular, without limiting the foregoing disclaimer, neither Swordfish nor any other Person on behalf of Swordfish has made any representations or warranty to the Companies or any of their respective Affiliates or representatives with respect to (a) any estimates, projections, forecasts, plans, budget or prospect information relating to the Swordfish Acetow Group (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans, budgets or prospect information) or (b) except for the representations and warranties contained in this Article III, any certificate delivered pursuant to Article VI oral or any letter of transmittal related written information presented to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries Companies or any of their respective assets Affiliates or properties representatives in the course of their due diligence of the Swordfish Acetow Group, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreementhereby. To No representations and warranties are made to, or for the fullest extent permitted by applicable Lawbenefit of, except with respect to Cobia or any member of the Cobia Contributor Group. None of the representations and warranties contained in this Article IIIIII shall be deemed to relate to UTP’s organization and qualification (which are governed by Section 5.1), any certificate delivered pursuant to Article VI or any letter of transmittal UTP’s capitalization (which is governed by Section 5.2), UTP’s Subsidiaries (which is governed by Section 5.3), UTP’s authorization related to the Sharesthis agreement (which is governed by Section 5.4), none consents, approvals and absence of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives violations of UTP in connection with this Agreement (which is governed by Section 5.5), UTP’s brokers (which is governed by Section 5.6) and UTP’s activities (which is governed by Section 5.7). None of the Merger representations and the other transactions contemplated hereby. Each warranties contained in this Article IV shall be deemed to relate to LTP’s organization and qualification (which are governed by Section 6.1), LTP’s capitalization (which is governed by Section 6.2), LTP’s Subsidiaries (which is governed by Section 6.3), LTP’s authorization related to this agreement (which is governed by Section 6.4), consents, approvals and absence of Parent violations of LTP in connection with this Agreement (which is governed by Section 6.5), LTP’s brokers (which is governed by Section 6.6) and Merger Sub acknowledges LTP’s activities (which is governed by Section 6.7). (b) The Companies acknowledge and agrees agree that, as of the date hereof notwithstanding any other provisions in this Agreement (i) Section 3.12 contains Swordfish’s sole and exclusive representations and warranties in relation to its knowledge, it has been furnished withIntellectual Property or information and communications technologies matters, or given adequate access toany related claims, all information liabilities or other matters, (ii) Section 3.14 contains Swordfish’s sole and materials relating exclusive representations and warranties in relation to the Company Environment, compliance with Environmental Laws and its Subsidiaries Environmental Permits, or any related claims, liabilities or other matters, and (iii) Section 3.17 contains Swordfish’s sole and exclusive representations and warranties in relation to Taxes or any related claims, liabilities or other matters; provided, however that it has requested (A) the foregoing clauses (i), (ii) and Representatives of (iii) shall not apply to or otherwise limit the Company have answered all inquiries that Parent representations and warranties set forth in Sections 3.4(a), (b) or Merger Sub has made of them concerning (c),(B) the Company foregoing clauses (i) and its Subsidiaries(iii) shall not apply to or otherwise limit the representations and warranties set forth in Section 3.5 and (C) the foregoing clause (i) shall not apply to or otherwise limit the representations and warranties set forth in Section 3.7.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained in this Article III4, neither the Company nor any Representative or other Person on behalf of either makes any express or implied representation or warranty with respect to them or with respect to any other information provided to Parent and Merger Sub or any of their directors, officers, employees, Affiliates, agents or other Representatives in connection with the transactions contemplated hereby. The Company (on its own behalf and on behalf of its Affiliates and each of its Representatives) acknowledges and agrees that, except for the representations and warranties expressly set forth in Article 5 of this Agreement, (a) neither Parent nor Merger Sub, nor any of their respective Affiliates or Representatives makes, or has made, any certificate delivered pursuant representations or warranties relating to Article VI itself or any letter of transmittal related to its business or otherwise in connection with the SharesMerger or the Offer, the other matters contemplated by this Agreement and the entry into this Agreement by the parties hereto, and none of the Company, its Affiliates and its respective Representatives are relying on or has relied on any representation or warranty of its SubsidiariesParent, Merger Sub, or any stockholder of their respective Subsidiaries, Representatives or Representative Affiliates except for those expressly set forth in Article 5 of this Agreement, (b) no Person has been authorized by Parent, Merger Sub or any of their respective Subsidiaries, Representatives or Affiliates to make any representation or warranty relating to such entities or their businesses or otherwise in connection with the Merger or the Offer, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided, addressed or otherwise made available to the Company or any of its Subsidiaries makes Representatives are not and shall not be deemed to be or has made any representation include representations or warrantywarranties of Parent, either express or impliedMerger Sub, concerning the Company or its Subsidiaries or any of their respective assets Subsidiaries, Representatives or properties Affiliates (and no such representation or warranty has been made or relied on with respect thereto) unless and only to the transactions contemplated by extent any such materials or information is the subject of any express representation or warranty set forth in Article 5 of this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries.

No Other Representations or Warranties. Except for the express written representations and warranties made by ▇▇▇▇▇▇ and Merger Sub contained in this Article IV, neither Parent, ▇▇▇▇▇▇ Sub nor any Representative or other Person on behalf of either makes any express or implied representation or warranty with respect to them or any of their Affiliates or any of its or their respective business, assets, Liabilities, financial condition or results of operations or with respect to any other information provided to the Company in connection with the transactions contemplated hereby. Parent and Merger Sub acknowledge each acknowledges and agree that agrees (in each case on behalf of Parent, Merger Sub, each of their respective Affiliates, each of the direct and indirect stockholders, partners, managers or other equity or security holders of Parent, Merger Sub or any of their respective Affiliates and any Representative of any of the foregoing (collectively, the “Parent Related Parties”)), that, except for the representations and warranties contained expressly set forth in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, III (a) none of the Company, any of its SubsidiariesAffiliates thereof, any direct or any stockholder indirect stockholder, partner, manager or Representative other equity or security holder of the Company or any Affiliate thereof or any Representative of its Subsidiaries makes any of the foregoing (collectively, the “Company Related Parties”) or any other Person makes, or has made made, any representation representations or warrantywarranties relating to itself or its business, either express or implied, concerning the Company or its Subsidiaries business or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives other matter in connection with the entry into this Agreement, the Merger and the other transactions contemplated hereby. Each , and no Parent Related Party is relying or has relied on any representation or warranty of Parent any Company Related Party or any other Person except for the representations and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives warranties of the Company have answered all inquiries that expressly set forth in Article III of this Agreement, (b) no Person has been authorized by any Company Related Party to make any representation or warranty relating any Company Related Party or and of their respective businesses or any other matter in connection with the entry into this Agreement, the Merger and the other transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by any Parent Related Party or Merger Sub has made any other Person as having been authorized by any Company Related Party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to any Parent Related Party or any other Person are not and shall not be deemed to be or include representations or warranties of them concerning the Company (and its Subsidiarieshave not been relied upon by any Parent Related Party or any other Person) except (and only to the extent that) an express representation or warranty is made by the Company with respect to such materials or information in an express representation or warranty of the Company set forth in Article III.

No Other Representations or Warranties. Parent Except for the representations and Merger Sub acknowledge warranties expressly set forth in this Article IV (as modified by the Disclosure Letter), none of the Seller Parties or any other Person has made or makes, or shall be deemed to have made or to make, any other representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, and agree the Seller Parties hereby disclaim all other representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in equity, whether made by or on behalf of any Seller Party or any other Person. Buyer acknowledges and agrees that is not relying on any representations or warranties other than those set forth herein; provided, that nothing in this Section 4.10 shall prohibit Buyer from making a claim against the Seller Parties for fraud. Without limiting the foregoing, except for the representations and warranties contained expressly set forth in this Article IIIIV, any certificate delivered pursuant each Seller Party hereby disclaims 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 Article VI Buyer or any letter of transmittal related to the Shares, none Buyer’s Affiliates or any Representatives of the Company, Buyer or any of its SubsidiariesBuyer’s Affiliates, including omissions therefrom, and no Seller Party makes any representation or warranty of any stockholder kind whatsoever, express or Representative of the Company implied, written or oral, at law or in equity, to Buyer or any of its Subsidiaries makes Affiliates or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries Representatives of Buyer or any of their respective assets its Affiliates regarding the success, profitability or properties value of the Purchased Assets or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesAssumed Liabilities.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except (a) Except for the representations and warranties contained in this Article III, neither the Buyer, Guarantor nor any certificate delivered pursuant other Person makes any other express or implied representation or warranty with respect to Article VI the Transactions, and the Buyer and Guarantor disclaim any other representations or warranties, whether made by the Buyer, Guarantor, any Affiliate of the Buyer or Guarantor or any letter of transmittal related the Buyer’s, the Guarantor’s or their Affiliates’ respective Representatives. (b) The Buyer and Guarantor each acknowledges and agrees that, except for the representations and warranties expressly set forth in Article II (i) no Seller nor any other Person has made any express or implied representation or warranty with respect to, or otherwise in connection with, the Transactions or with respect to the Sharesaccuracy or completeness of any other information provided, none or made available, to the Buyer or Guarantor in connection with the Transactions and neither the Buyer nor Guarantor has relied on any representation or warranty other than those expressly set forth in Article II, (ii) neither the Buyer nor Guarantor has executed or authorized the execution of this Agreement or any of the other Transaction Documents or entered into the Transactions in reliance upon, and hereby specifically disclaims reliance upon, any promise, statement, projection, forecast, representation or warranty whatsoever made or omitted to be made to the Buyer, Guarantor or any of their Affiliates, or their respective Representatives, including any such promise, statement, projection, forecast, representation or warranty as to the condition, value, quality or prospects of the Company, any of or its Subsidiariesassets or liabilities, including the Assigned Contracts, or any stockholder or Representative part thereof and (iii) subject to any representations herein, the Interests are being transferred “as is”, “where is” and “with all faults”. The Buyer and Guarantor acknowledge and agree that, except for the representations and warranties expressly set forth in Article II, the Seller, on behalf of itself, the Company or any of its and their respective Subsidiaries makes or has made and Affiliates (x) expressly disclaims and negates any representation or warranty, either express expressed or implied, concerning the Company at common law, by statute or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Lawotherwise, except with respect to the representations business, operations, assets, liabilities and warranties contained in Article III, any certificate delivered pursuant to Article VI conditions (financial or any letter of transmittal related to the Shares, none otherwise) of the Company or with respect to the Interests (including any express or implied warranty of merchantability or fitness for a particular purpose), and (y) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to the Buyer, Guarantor or their Affiliates or Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Buyer or Guarantor by any Representative of the Seller or any of its Affiliates, Subsidiaries, stockholders ). The Buyer and Guarantor each acknowledge and agree that the Seller makes no representations or Representatives shall have any liability warranties to Parent the Buyer or Merger Sub Guarantor regarding the probable success or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as profitability of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesCompany.

No Other Representations or Warranties. Parent (a) Purchaser acknowledges that (i) pursuant to the Access Agreement, Seller granted Purchaser the opportunity to examine the Property to become familiar with the physical condition thereof and Merger Sub acknowledge and agree that Purchaser had the opportunity to conduct such investigation of the affairs of the Property as Purchaser considered appropriate, (ii) except for the representations and warranties as contained in Article III, this Agreement or in any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company, Closing Documents neither Seller nor any of its Subsidiariesthe employees, agents or attorneys of Seller have made any stockholder verbal or Representative written representations, warranties, promises or guaranties whatsoever to Purchaser (other than those contained herein or in any of the Company or any of its Subsidiaries makes or has made any representation or warrantyClosing Documents), either whether express or implied, concerning (iii) in particular, that no such other representations, warranties, promises or guaranties have been made with respect to the Company physical condition (including, without limitation the environmental condition) or its Subsidiaries operation of the Property, the actual or projected revenue and expenses of the Property, the zoning and other laws, regulations and rules applicable to the Property or the compliance of the Property therewith (including, without limitation, compliance with any applicable environmental or hazardous wastes law), the quantity, quality or condition of the articles of Personal Property and fixtures included in the transactions contemplated hereby, the use or occupancy of the Property or any of their respective assets part thereof or properties any other matter or thing affecting or related to the Property or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Lawhereby, except as, and solely to the extent, herein specifically set forth, and (iv) except for the representation, warranties, covenants and guaranties set forth in the Agreement or in any of the Closing Documents, Purchaser has not relied on any statements, representations, warranties, promises or guaranties or upon any statements made in any informational brochure with respect to the representations and warranties contained in Article IIIProperty. Further, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Sharesextent that Seller has provided to Purchaser information or reports regarding any inspection, none engineering, environmental or other matters regarding any aspect of the Company Property, Seller makes no representations or its Affiliateswarranties with respect to the accuracy, Subsidiariescompleteness, stockholders methodology of preparation or Representatives shall have any liability otherwise concerning the contents of such reports. (b) Subject to Parent the express representations, warranties and covenants of Seller contained herein or Merger Sub or in the Closing Documents, Purchaser agrees to accept the Property “AS IS”, “WHERE IS” and “WITH ALL FAULTS” in their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis present condition (including in contract any latent or tortpatent defects), under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by subject to ordinary use, wear, tear and natural deterioration of the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of Property between the date hereof and to its knowledgethe Closing Date. (c) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, it has been furnished withEXCEPT AS PROVIDED IN SECTION 4.02 HEREOF, or given adequate access toIT IS UNDERSTOOD AND AGREED THAT SELLER AND ITS REPRESENTATIVES AND/OR AGENTS HAVE NOT MADE AND ARE NOT NOW MAKING, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesAND THEY SPECIFICALLY DISCLAIM, ALL WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO (I) MATTERS OF TITLE (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE SET FORTH IN THE DEED TO BE DELIVERED AT CLOSING), (II) ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY PORTION THEREOF, (III) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER, AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES, (IV) WHETHER, AND THE EXTENT TO WHICH, THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING, (VII) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (VIII) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC, (IX) USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (XI) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, SUITABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (XII) THE PRESENCE OF HAZARDOUS MATERIALS IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY, (XIII) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, CODES OR OTHER SIMILAR LAWS, (XIV) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (XV) ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE PROPERTY, (XVI) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, (XVII) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (PURCHASER AFFIRMING THAT PURCHASER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE), OR (XVIII) TAX CONSEQUENCES. PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ITS REPRESENTATIVES OR ANY OF THEIR RESPECTIVE AGENTS, AND ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE, EXCEPT AS SET FORTH IN SECTION 4.02 HEREOF. PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK OF ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, WHICH MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS”, WITH ALL FAULTS AND DEFECTS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. PURCHASER AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER, EACH HEREBY FULLY RELEASES SELLER, ITS SUBSIDIARIES, AFFILIATES, MEMBERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS, PARTNERS, AND AGENTS FROM ANY AND ALL CLAIMS THAT IT MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST SELLER AND ITS SUBSIDIARIES, AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS, PARTNERS, AND AGENTS FOR ANY COSTS, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES, AND CAUSES OF ACTION. PURCHASER RELEASES SELLER OF ALL RIGHTS, EXPRESS OR IMPLIED, PURCHASER MAY HAVE AGAINST SELLER ARISING OUT OF OR RESULTING FROM ANY ERRORS, OMISSIONS OR DEFECTS IN THE PROPERTY. PURCHASER FURTHER UNDERSTANDS THAT SOME OF SELLER’S PREDECESSORS IN INTEREST MAY BE OR BECOME INSOLVENT, BANKRUPT, JUDGMENT PROOF OR OTHERWISE INCAPABLE OF RESPONDING IN DAMAGES, AND PURCHASER MAY HAVE NO REMEDY AGAINST SUCH PREDECESSORS, CONTRACTORS OR CONSULTANTS. THIS WAIVER AND RELEASE OF CLAIMS SHALL SURVIVE THE CLOSING.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that Notwithstanding anything contained in this Article III or any other provision of this Agreement to the contrary, except for the representations and warranties contained expressly set forth in this Article III, the other Transaction Documents and any certificate certificates delivered pursuant to Article VI hereto or any letter of transmittal related to the Sharesthereto, none of Seller, the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries Seller Entities or any of their respective assets Affiliates or properties Representatives has made or makes any representation or warranty whatsoever, whether express or implied, to Purchaser, or any of its Affiliates or Representatives. Further to the foregoing, none of Seller, the Seller Entities or any of their respective Affiliates or Representatives makes, has made or has authorized any Person to make any representations or warranties whatsoever, express or implied, to Purchaser, any of its Affiliates or its Representatives as to (and none of Seller, the Seller Entities or any of their respective Affiliates or Representatives shall be subject to any Liability for any inaccuracy, misstatement or omission with respect to) the NewCo Equity Interests, the Purchased Assets, the Assumed Liabilities, the GES Business, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the transactions contemplated accuracy or completeness of any information regarding the NewCo Equity Interests, the Purchased Assets, the Assumed Liabilities, or the GES Business furnished or made available to Purchaser and its Affiliates and Representatives (including in any data room, confidential information memorandum or presentation by Seller, the Seller Entities or management of the GES Business or Representatives or Affiliates of Seller or the Seller Entities), or as to any other matters, and in each case, except as expressly set forth in this Article III, the other Transaction Documents or any certificates delivered pursuant hereto or thereto. Notwithstanding anything to the contrary in this Agreement. To the fullest extent permitted by applicable Law, except as expressly set forth in this Article III or any certificates delivered pursuant hereto, none of Seller, the Seller Entities or any of their respective Affiliates or Representatives has made or makes any representation or warrant, whether express or implied, with respect to any Excluded Assets or Retained Liabilities. Seller further specifically disclaims any statement, representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to assets of the representations and warranties contained in Article IIIGES Business, any certificate delivered pursuant to Article VI or any letter of transmittal related to part thereof, the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger workmanship thereof and the other transactions contemplated hereby. Each absence of Parent and Merger Sub acknowledges and agrees thatany defects therein, as of the date hereof and to its knowledgewhether latent or patent, it has been furnished withbeing understood that such assets are being acquired “as is, or given adequate access towhere is” on the Closing Date, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesin their present condition, except as expressly set forth otherwise in this Agreement.

No Other Representations or Warranties. Parent (a) Buyer acknowledges that: (i) it has had access to the books and Merger Sub acknowledge records, contracts, agreements and agree documents, and employees, agents and Representatives of the Company, Seller and such other Affiliates of Seller as it deems necessary or advisable in connection herewith; and (ii) Buyer has had an opportunity to seek accounting, legal, actuarial and other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby. (b) ▇▇▇▇▇ acknowledges and agrees that except for it has only relied on the representations, warranties and statements of Seller and the Company set forth in Article II and that none of Seller, the Company, their Affiliates or any other Person acting on their behalf has made, and shall not be deemed to have made, any other express or any implied representations, warranties or statements whatsoever (whether written or oral). (c) In furtherance of the foregoing, ▇▇▇▇▇ acknowledges and agrees that neither Seller, the Company, their Affiliates, nor any Person acting on their behalf has made (and Buyer is not relying on) any representations or warranties (including any information provided in the data room, by email, orally, written or otherwise) (i) with respect to any of the Specified Liabilities or any forecasts, projections, estimates or information regarding the amount, number or disposition of any of the Specified Liabilities or (ii) with respect to the amount (if any) that may be collectible under (or otherwise obtainable in connection with) any of the Insurance Policies (which are being provided on an “as is where is” basis) or any forecasts, projections, estimates or information regarding such amounts; provided that the foregoing does not limit the express scope of the representations and warranties contained set forth in Article IIISection 2.7, any certificate delivered pursuant Section 2.13(l) and Section 2.14. (d) Buyer acknowledges and agrees that payments to Article VI or any letter of transmittal related to the Shares, none be made on account of the Company, any of its SubsidiariesSpecified Liabilities, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has portion thereof, may be materially greater than, and may be required to be made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article IIIat an earlier time than, any certificate delivered pursuant to Article VI or any letter amounts set forth in the consolidated financial statements of transmittal related to the Shares, none of the Company or Seller and its Affiliates, Subsidiariesthe Project Horizon Confidential Information Memorandum, stockholders the Company Accounts and other materials, forecasts, projections, estimates or Representatives shall information that may have been provided to (or discussed with) Buyer or its Representatives, including any liability to Parent or Merger Sub or their respective Affiliatesmaterials in the data room, Subsidiariesby email, stockholders or Representatives on any basis (including in contract or tortorally, under federal or state securities laws written or otherwise. (e) based upon any information or statements Buyer acknowledges and agrees that the amount (if any) that may be collectible under (or otherwise obtainable in connection with) any omissions therefrom) provided or made available by of the Company or Insurance Policies may be materially less than any amounts set forth in the consolidated financial statements of Seller and its Affiliates, Subsidiariesthe Project Horizon Confidential Information Memorandum, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company Accounts and other materials, forecasts, projections, estimates or information that may have been provided to (or discussed with) Buyer or its Subsidiaries that it has requested and Representatives of Representatives, including any materials in the Company have answered all inquiries that Parent data room, by email, orally, written or Merger Sub has made of them concerning the Company and its Subsidiariesotherwise.

No Other Representations or Warranties. Parent and Merger Sub (a) The parties to this Agreement acknowledge and agree that (i) except for the representations and warranties contained in Article II, and those made by the Company Securityholders in their respective Stockholder Agreements, Letters of Transmittal, Option Waivers, Promised Options Releases and Non-Competition Agreements, as applicable, none of the Company Securityholders, the Company, any Subsidiary or any other Person, respectively, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Company Securityholders, the Company or any Subsidiary, including any representation or warranty as to the accuracy or completeness of any information regarding the Company or any of the Subsidiaries made available to Acquirer and its Representatives or as to the future revenue, profitability or success of the Company or the Subsidiaries, or any representation or warranty arising from any legal requirement and (ii) except for the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI none of Acquirer, Merger Sub or any letter of transmittal related to the Sharesother Person, none of the Companyrespectively, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made or makes any other express or implied representation or warranty, either express written or impliedoral, concerning on behalf of Acquirer or Merger Sub, including any representation or warranty as to the Company accuracy or its Subsidiaries completeness of any information regarding Acquirer or any of their respective assets its subsidiaries made available to the Company and its Representatives or properties as to the future revenue, profitability or the transactions contemplated by this Agreementsuccess of Acquirer or its subsidiaries, or any representation or warranty arising from any legal requirement. To the fullest extent permitted by applicable Law, except with respect to Acquirer further acknowledges and agrees that it has relied solely on the representations and warranties contained in Article IIIII and in the Stockholder Agreements, Letters of Transmittal, Option Waivers, Promised Options Releases and Non-Competition Agreements, as applicable, in determining to enter into this Agreement and effectuate the Transactions, and it expressly disclaims any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives reliance on any basis (including in contract other representations or tortomissions of fact, under federal including, without limitation, information, documents or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or materials made available for review in the virtual data room established by the Company or its Affiliatesand estimates, Subsidiariesprojections, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger forecasts and the other transactions contemplated herebyforward-looking information. Each of Parent and Merger Sub The Company further acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested relied solely on the representations and Representatives warranties contained in Article III in determining to enter into this Agreement and effectuate the Transactions, and it expressly disclaims any reliance on any other representations or omissions of fact, including, without limitation, any estimates, projections, forecasts and other forward-looking information. (b) The indemnification rights provided in this Agreement constitute the Company have answered all inquiries that Parent sole and exclusive remedy of any party to this Agreement, or Merger Sub has made any Person claiming by or through any party to this Agreement, for any breach of them concerning any representation, warranty, covenant or obligations contained in, or otherwise pursuant to, this Agreement, other than (i) to the Company and its Subsidiaries.extent injunctive or equitable remedies may apply or (ii) any amounts owed under

No Other Representations or Warranties. Parent (a) Except for the representations and Merger Sub acknowledge warranties expressly set forth in this Article IV and agree Section 10.14 of this Agreement, neither Buyer nor any other Person makes (and Buyer, on behalf of itself, its Subsidiaries and their respective Affiliates hereby disclaims) any other express or implied representation or warranty with respect to the Transaction or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transaction (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Seller or any of its Subsidiaries with the Transaction. (b) Buyer acknowledges and agrees that, except for the representations and warranties contained expressly set forth in Article IIIII and Article III of this Agreement (as qualified by the Seller Disclosure Letter with respect thereto), neither Seller, not any certificate delivered pursuant to Article VI of its Subsidiaries or any letter other Person has made any express or implied representation or warranty with respect to Seller, the Company or any other Subsidiaries of transmittal Seller (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose), and Buyer has not relied on any representation or warranty other than those expressly set forth in Article II and Article III of this Agreement (as qualified by the Seller Disclosure Letter with respect thereto); provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Section 4.10(b), nothing in this Section 4.10(b) shall limit Buyer’s remedies with respect to claims of Fraud in connection with, arising out of or otherwise related to the Sharesexpress written representations and warranties made by Seller in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that it has not relied on any other information provided, or made available, to Buyer or any of its Subsidiaries or their respective Affiliates in connection with the Transaction, and that none of Seller, the Company, any of its Subsidiaries, their respective Affiliates or any stockholder other Person shall be subject to any liability to Buyer or Representative of the Company any other Person resulting from (i) any misrepresentation or omission by Seller or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except other Person with respect to any such information or (ii) Buyer’s use of, or the representations and warranties contained in Article IIIuse by any of its Affiliates or any other Person of, any certificate delivered pursuant such information, including information, documents, projections, forecasts or other material made available to Article VI or any letter of transmittal related to the SharesBuyer, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub Affiliates or their respective AffiliatesRepresentatives in any “data rooms,” teaser, Subsidiariesconfidential information memorandum, stockholders management presentations or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives otherwise in connection with the Merger Transaction, unless any such information is expressly and specifically included in a representation or warranty contained in Article II and Article III of this Agreement (as qualified by the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesSeller Disclosure Letter with respect thereto).

No Other Representations or Warranties. Parent Buyer acknowledges that the detailed representations and Merger Sub acknowledge and agree that except warranties set forth in this Agreement have been negotiated at arm’s length among sophisticated Persons. Except for the representations and warranties contained set forth in Article IIISection 3.1, any in the certificate delivered pursuant to Article VI or any letter of transmittal related to Section 6.1 and Section 6.2, and in the SharesEscrow Agreement, (a) Buyer acknowledges that none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company Parent or any of its Subsidiaries their respective Affiliates or any Person acting on behalf of any of the foregoing makes or has made any other express or any implied representation or warrantywarranty to Buyer as to the accuracy or completeness of any information regarding the Company, either express or impliedits Subsidiaries, concerning the Company or its Subsidiaries Parent or any other matter, and (b) Buyer further agrees that none of their respective assets the Company, its Subsidiaries, Parent or properties any other Person shall have or be subject to any Liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use, of any such information, including any information, document or material made available or provided to Buyer in certain “data rooms,” management presentations or offering or information memoranda, or in any other form, in expectation of the transactions contemplated by this Agreement. To Buyer acknowledges that the fullest extent permitted by applicable Lawburden to conduct an investigation of the Company, its Subsidiaries and Parent lies solely with Buyer and that Buyer bears the risk that any information, document or material made available or provided to Buyer in the course of its investigation is inaccurate or incomplete, except to the extent otherwise expressly set forth in this Agreement. Except with respect to the representations and warranties contained set forth in Article IIISection 3.1, any certificate delivered pursuant to Article VI or any letter of transmittal related to Buyer is acquiring the SharesUnits, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each assets of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives are being transferred to Buyer upon the acquisition by Buyer of the Company have answered all inquiries that Parent or Merger Sub has made Units, AS IS, WHERE IS. EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THIS AGREEMENT, THE COMPANY, ITS SUBSIDIARIES AND PARENT DISCLAIM ALL OTHER EXPRESS AND ALL IMPLIED WARRANTIES RELATING THERETO, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Without limitation, in connection with Buyer’s investigation of them concerning the Company and its Subsidiaries, Buyer has received from or on behalf of Parent or its Affiliates certain estimates, projections and other forecasts and plans, including certain projected statements of operating revenues and income and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts and plans) and that Buyer shall have no claim against the Company, its Subsidiaries, Parent or any Person acting on behalf of the Company, its Subsidiaries or Parent with respect thereto. None of the Company, its Subsidiaries, Parent or any Person acting on behalf of the Company, its Subsidiaries or Parent makes any representation or warranty with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions or the accuracy of the information underlying such estimates, projections, forecasts and plans). NO LIMITATION IN THIS SECTION 3.3 SHALL APPLY TO ANY LOSS WITH RESPECT TO, AS A RESULT OF OR INVOLVING, FRAUD OR WILLFUL OR INTENTIONAL MISREPRESENTATION OR MISCONDUCT ON THE PART OF PARENT, THE COMPANY OR ANY OF ITS SUBSIDIARIES.

No Other Representations or Warranties. (a) Neither Parent and nor Merger Sub acknowledge is relying and agree that neither Parent nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties contained in Article III, III and in any certificate delivered pursuant to Article VI or any letter of transmittal related to in connection with this Agreement. Such representations and warranties by the Shares, none of Company constitute the Company, any of its Subsidiaries, or any stockholder or Representative sole and exclusive representations and warranties of the Company or any of and its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger Transactions and the other transactions contemplated hereby. Each each of Parent and Merger Sub understands, acknowledges and agrees thatthat all other representations and warranties of any kind or nature whether express, as implied or statutory are specifically disclaimed by each of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries. (b) In connection with the due diligence investigation of each of the Company and its Subsidiaries by P▇▇▇▇▇ and Merger Sub and their respective Affiliates, shareholders, directors, officers, employees, agents, Representatives or advisors, Parent and Merger Sub and their respective Affiliates, shareholders, directors, officers, employees, agents, Representatives and advisors have received and may continue to receive after the date of this Agreement from the Company and its Subsidiaries and their Affiliates, shareholders, directors, officers, employees, consultants, agents, Representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its Subsidiaries and their business and operations. Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that Parent and Merger Sub will have no claim against the Company and its Subsidiaries, or any of their Affiliates, shareholders, directors, officers, employees, consultants, agents, Representatives or advisors, or any other person with respect thereto other than, subject to the terms and conditions of this Agreement, with respect to the Company, any such information is expressly addressed or included in a representation or warranty contained in Article III. Accordingly, Parent and Merger Sub hereby acknowledge and agree that neither the Company and its Subsidiaries nor any of their respective Affiliates, shareholders, directors, officers, employees, consultants, agents, Representatives or advisors, nor any other person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans, other than, with respect to the Company, subject to the terms and conditions of this Agreement, any such information is expressly addressed or included in a representation or warranty made by the Company contained in Article III.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties expressly contained in Article IIISection 4.1, any certificate delivered pursuant Section 4.2 and Section 4.3, or, with respect to Article VI or any letter of transmittal related to Buyer’s Designee (as applicable), in the SharesJoinder Agreement, none of the CompanyKodak, any of its SubsidiariesBuyer, Buyer’s Designee (as applicable) or any stockholder other Person makes any other express or Representative of the Company or any of its Subsidiaries makes or has made any implied representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect warranty to the others. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND EXCEPT AS SET FORTH IN SECTION 4.1, THE ASSIGNED PATENTS ARE ASSIGNED, “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL CONDITIONS OR WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF OR RELATED TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR ENFORCEABILITY. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, NOTHING CONTAINED IN THIS AGREEMENT WILL CONSTITUTE A LIMITATION OR WAIVER OF ANY PARTY TO ANY CLAIMS FOR FRAUD. Buyer acknowledges and agrees that Kodak’s representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related Section 4.1(c) insofar as they relate to the Shares, none HSR Act are being made in reliance upon Buyer’s representations and warranties contained in Section 4.2(c) and Buyer’s Designee’s (as applicable) representations and warranties contained in Section 6(c) of the Company or its Affiliates, Subsidiaries, stockholders or Representatives Joinder Agreement and Kodak shall have no liability for any liability breach of its representations and warranties contained in the first sentence of Section 4.1(c) to Parent the extent Buyer is in breach of its representations and warranties contained in Section 4.2(c) or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis Buyer’s Designee (including as applicable) is in contract or tort, under federal or state securities laws or otherwisebreach of its representations and warranties contained in Section 6(c) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesJoinder Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article 5, none of Parent, Merger Sub or any of its Affiliates nor any other Person on behalf of any of them makes or has made any express or implied representation or warranty with respect to Parent, its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company, the Company Subsidiaries or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof. Parent and Merger Sub acknowledge and agree that that, except for the representations and warranties contained made by the Company in Article III4 (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any certificate delivered pursuant other Person is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to Article VI or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative on behalf of the Company or any of its Subsidiaries makes the Company Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or has made financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any representation or warranty, either express or implied, concerning information regarding the Company or its any of the Company Subsidiaries or any of their respective assets other matter furnished or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability provided to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliatesto Parent, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with with, this Agreement or the Merger and the other transactions contemplated herebyTransactions. Each of Parent and Merger Sub acknowledges are not relying and agrees thatspecifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information acknowledge and materials relating to agree that the Company and its Subsidiaries that it has requested Affiliates have specifically disclaimed and Representatives do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the Company and the Company Subsidiaries and the Transactions and have answered all inquiries that Parent or Merger Sub has made of them concerning had an opportunity to discuss and ask questions regarding the Company and its the Company Subsidiaries’ businesses with the management of the Company.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except for the representations and warranties contained in Article (a) NONE OF THE SELLERS HAS MADE ANY REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY OF ANY NATURE WHATSOEVER RELATING TO SELLERS, THE COMPANY, THE BUSINESS OR THE ASSETS OF THE COMPANY, OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE II AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE IN ARTICLE III, any certificate delivered pursuant to Article VI or any letter WHICH REPRESENTATIONS AND WARRANTIES IN THE CASE OF ARTICLE II, ARE MADE SOLELY BY THE APPLICABLE SELLER AND NO OTHER PERSON AND WHICH ARE SUBJECT TO THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT. (b) Without limiting the generality of transmittal related to the Sharesforegoing, none of the CompanySellers will be deemed to have made any representations or warranties in the materials relating to the business of the Company (including with respect to the completeness or accuracy of such materials) made available to Buyer, any of its Subsidiariesincluding due diligence materials, or in any stockholder or Representative presentation of the businesses of the Company by management of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives others in connection with the Merger Contemplated Transactions, and no statement contained in any of such materials or made in any such presentation will be deemed a representation or warranty hereunder and deemed to be relied upon by ▇▇▇▇▇ in executing, delivering, and performing this Agreement and the other transactions contemplated herebyContemplated Transactions. Each of Parent and Merger Sub acknowledges and agrees thatIt is understood that any cost estimates, as of the date hereof and to its knowledge, it has been furnished withprojections, or given adequate access toother predictions, all any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by Sellers, the Company, and/or their respective Representatives, are not, and materials relating will not be deemed to be or to include, representations or warranties of any Seller, and are not, and will not be deemed to be, relied upon by Buyer in executing, delivering, and performing this Agreement and the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesContemplated Transactions.

No Other Representations or Warranties. Parent (a) Buyer acknowledges and Merger Sub acknowledge agrees that it has made its own inquiry and agree investigation into, and has formed an independent judgment concerning, the Company and its Subsidiaries, the Business and Assets. In connection with their investigation of the Company and its Subsidiaries, the Business and Assets, Buyer and its representatives have received from Seller, the Company and its Subsidiaries or their respective representatives certain projections, forecasts, estimates, plans and budget information, as to which Buyer acknowledges and agrees that (i) there are meaningful uncertainties; (ii) Buyer is familiar with such uncertainties; and (iii) Buyer takes full responsibility for making its own evaluations of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it or its representatives. (b) Buyer agrees that, except for the representations and warranties contained made by Seller that are expressly set forth in Article III, Section 3.1 or in any certificate delivered pursuant to Article VI or any letter of transmittal related to the Sharesclosing certificate, none of the Company, Seller or any of its SubsidiariesAffiliates or representatives has made, and none of them shall be deemed to have made, to Buyer or its Affiliates or representatives any representation or warranty of any kind. Without limiting the generality of the foregoing, and subject to any express representations and warranties made by Seller set forth in Section 3.1, Buyer agrees that none of Seller or any stockholder of its Affiliates or Representative representatives makes or has made any representation or warranty to Buyer or to any of its Affiliates or representatives with respect to: any projections, forecasts, estimates, plans or budgets of future revenue, expenses or expenditures, results of operations (or any component thereof), cash flows (or any component thereof) or financial condition (or any component thereof) of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable LawBusiness, except in each case with respect to each period after the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesClosing.

No Other Representations or Warranties. Parent Except for the representations and Merger Sub acknowledge warranties contained in this Article VI, in any certificate delivered pursuant to this Agreement or any other Transaction Document, neither such Blocker nor any of its Affiliates, Representatives or any other Person (other than Washington with respect to the representations and agree that warranties made by Washington in Article IV and Sellers with respect to the representations and warranties made by the Sellers in Article V) makes any express or implied representation or warranty with respect to such Blocker or any of its Affiliates, or with respect to any other information provided, or made available, to Georgia or any of its Affiliates or Representatives in connection with the transactions contemplated by this Agreement. Except for the representations and warranties contained in this Article VI, in any certificate delivered pursuant to this Agreement or any other Transaction Document, neither such Blocker nor any of its Affiliates, Representatives or any other Person (other than Washington with respect to the representations and warranties made by Washington in Article IV and Sellers with respect to the representations and warranties made by the Sellers in Article V) has made any express or implied representation or warranty with respect to the prospects of the business of such Blocker or its profitability for Georgia, or with respect to any forecasts, projections or business plans or other information delivered to Georgia or any of its Affiliates or Representatives in connection with Georgia’s review of the business of such Blocker and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except for the representations and warranties contained in this Article VI, in any certificate delivered pursuant to this Agreement or any other Transaction Document, neither such Blocker nor any of its Affiliates, Representatives or any other Person (other than Washington with respect to the representations and warranties made by Washington in Article IV and Sellers with respect to the representations and warranties made by the Sellers in Article V) will have, or be subject to, any Liability or other obligation to Georgia or any of its Affiliates or Representatives or any other Person resulting from Georgia’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other materials made available to Georgia, its Affiliates or Representatives in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, such Blocker or any of its Affiliates or Representatives, or made available to Georgia or its Affiliates or Representatives in connection with the transactions contemplated by this Agreement. Such Blocker and its Affiliates (other than Washington with respect to the representations and warranties made by Washington in Article IV and Sellers with respect to the representations and warranties made by the Sellers in Article V) disclaim any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesVI.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except (a) Except for the representations and warranties contained in this Article IIIIV, no Parent Party, nor any certificate delivered pursuant to Article VI other Person on behalf of any Parent Party, makes any other express or any letter of transmittal related implied representation or warranty with respect to the SharesParent Parties or with respect to any other information provided to the Acquired Companies or their Representatives, none including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Companybusiness of the Parent Parties, the effectiveness or the success of any of its Subsidiariesoperations, or the accuracy or completeness of any stockholder confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Parent Parties furnished to the Company or its Representatives or made available to the Company and its Representatives in any “data rooms,” “virtual data rooms,” management presentations, through the SEC’s ▇▇▇▇▇ website, or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever, and no Affiliate or Representative of the Company or Parent Parties has any of its Subsidiaries makes or has made any representation or warrantyauthority, either express or implied, concerning to make any representations, warranties or agreements not specifically set forth in this Agreement, and the Company Parent Parties disclaim any other representations or its Subsidiaries warranties, whether made by the Parent Parties or any of their respective assets Affiliates or properties Representatives. No Parent Party nor any other Person will have or be subject to any liability to an Acquired Company or any other Person resulting from the distribution to the Acquired Companies or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable LawAcquired Companies’ use of, except with respect any such information, including any information, documents, projections, forecasts or other material made available to the Acquired Companies or their Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever (electronic or otherwise) or otherwise in expectation of the Transactions. (b) Other than the specific representations and warranties contained expressly set forth in Article III, the Parent Parties specifically disclaim that they are relying upon or have relied upon any certificate delivered such other representations or warranties that may have been made by any Person, and acknowledge and agree that the Acquired Companies and their Affiliates have specifically disclaimed and do hereby specifically disclaim, and shall not have or be subject to any liability for reliance on, any such other representation or warranty made by any Person. The Parent Parties specifically waive any obligation or duty by any Acquired Company or any of their Affiliates to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties expressly set forth in Article VI III and disclaim reliance on any information not specifically required to be provided or any letter of transmittal related disclosed pursuant to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including specific representations and warranties set forth in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesArticle III.

No Other Representations or Warranties. Parent The representations and Merger Sub acknowledge warranties expressly made by the Company in this Article 4 (as qualified by the Disclosure Schedule) are the exclusive representations and agree that warranties made by any Person with respect to the Company, the Transferred Subsidiaries or any other matters related to the Business or the transactions contemplated by this Agreement. Notwithstanding any provision of this Agreement to the contrary, except for the representations and warranties contained expressly made by the Company in this Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares4, none of the Company, any of its SubsidiariesAssociated Persons (except for Seller, in the case of the representations and warranties expressly made by Seller in Article 3) or any other Person has made or is making any express or implied representation or warranty with respect to Seller or the Company Interests, the Company, the Transferred Subsidiaries or their respective businesses (including the Business), operations, assets, liabilities, condition (financial or otherwise) or prospects (including as to the accuracy or completeness of any information provided to Buyer), notwithstanding the delivery or disclosure to Buyer, or any stockholder of its Associated Persons, of any documentation, forecasts, projections, plans or Representative other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, none of the Company, any of its Associated Persons or any other Person has made or is making any representation or warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company, the Transferred Subsidiaries or the future business and operations of the Company or the Transferred Subsidiaries (including the Business) or (b) any of its other information or documents made available to Buyer with respect to the Company, the Transferred Subsidiaries makes or has their businesses (including the Business) or operations, except as expressly set forth in this Article 4. Except for the representations and warranties made any representation or warrantyby the Company in this Article 4, either all other representations and warranties, whether express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available are expressly disclaimed by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesCompany.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in Article 3, Article 4 and this Article 5 (as qualified by the Parent SEC Documents and the Seller Disclosure Schedules), none of Parent, Seller or any of their Affiliates nor any other Person on behalf of any of them makes or has made any express or implied representation or warranty with respect to (a) Parent, Seller, the Company, the Company Subsidiaries or their respective businesses, affairs, operations, assets, liabilities, conditions (financial or otherwise), prospects or any other matter relating to Parent, Seller, the Company or any Company Subsidiaries or (b) any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness of, or the reasonableness of the assumptions underlying, such documentation, forecasts, budgets, projections, estimates or other information) Made Available, to Buyer or its Representatives or Affiliates in connection with the Transactions. Buyer has not relied on any such information or any representation or warranty not set forth in Article 3, Article 4 and this Article 5. Parent and Merger Sub Seller acknowledge and agree that that, except for the representations and warranties contained made by Buyer in Article III6, neither Buyer nor any certificate delivered pursuant other Person is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to Article VI or any letter on behalf of transmittal related to the Shares, none of the Company, Buyer or any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes . Neither Parent nor Seller is relying upon and specifically disclaims that it is relying upon or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based relied upon any information such other representations or statements (or warranties that may have been made by any omissions therefrom) provided or made available by the Company or its AffiliatesPerson, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company that Buyer and its Subsidiaries that it has requested Affiliates have specifically disclaimed and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company do hereby specifically disclaim any such other representations and its Subsidiarieswarranties.

No Other Representations or Warranties. (a) Each of Parent and Merger Sub acknowledge Purchaser acknowledges and agree that agrees that, except for the representations and warranties contained (including the Schedules with respect thereto) made by Seller and expressly set forth in Article IIISECTION 2.1 of this Agreement, neither Seller nor any certificate delivered pursuant representative of Seller has made and will not be construed as having made to Article VI Parent or Purchaser or to any letter of transmittal related to the Sharestheir respective representatives, and none of the CompanyParent, any of its Subsidiaries, or any stockholder or Representative of the Company Purchaser or any of its Subsidiaries their respective representatives have relied upon, any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty made by Seller in SECTION 2.1 hereof, each of Parent and Purchaser agrees that neither Seller nor any representative of Seller makes or has made any representation or warrantywarranty to the Parent or Purchaser or to any of their respective representatives with respect to any estimates, either express projections and other forecasts relating to the Cinagro Shares or implied, concerning the Company Shares, and plan and budget information with respect thereto or, except to the extent and as expressly covered by a representation and warranty of Seller contained in SECTION 2.1 hereof, with respect to any other statements, documents or other information heretofore or hereafter delivered to or made available to Parent or Purchaser or to any of their respective representatives and that neither Parent nor Purchaser will assert any claim against Seller or any of its Subsidiaries directors, officers, employees, agents, stockholders, or representatives, or hold Seller or any such persons liable with respect thereto. (b) Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties (including the Schedules with respect thereto) made by the Majority Member and expressly set forth in SECTION 2.2 of this Agreement, neither the Majority Member nor any of his representatives has made and will not be construed as having made to Parent or Purchaser or to any of their respective representatives, and none of Parent, Purchaser or any of their respective assets representatives have relied upon, any representation or properties warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty made by the Majority Member in SECTION 2.2 hereof, each of Parent and Purchaser agrees that neither the Majority Member nor any of his representatives makes or has made any representation or warranty to the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except Parent or Purchaser or to any of their respective representatives with respect to the representations any estimates, projections and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials forecasts relating to the Company Shares, and its Subsidiaries that it has requested plan and Representatives budget information with respect thereto or, except to the extent and as expressly covered by a representation and warranty of the Company have answered all inquiries that Majority Member contained in SECTION 2.2 hereof, with respect to any other statements, documents or other information heretofore or hereafter delivered to or made available to Parent or Merger Sub has made Purchaser or to any of them concerning their respective representatives and that neither Parent nor Purchaser will assert any claim against the Company and its SubsidiariesMajority Member or any of his agents or representatives, or hold the Majority Member or any such persons liable with respect thereto.

No Other Representations or Warranties. Except for the express written representations and warranties made by ▇▇▇▇▇▇ and Merger Sub contained in this Article V, neither Parent, ▇▇▇▇▇▇ Sub nor any Representative or other Person on behalf of either makes any express or implied representation or warranty with respect to them or any of their Affiliates or any of its or their respective business, assets, Liabilities, financial condition or results of operations or with respect to any other information provided to the Company in connection with the transactions contemplated hereby. Parent and Merger Sub acknowledge each acknowledges and agree that agrees that, except for the representations and warranties contained expressly set forth in Article IIIIV or in the certificate to be delivered by the Company pursuant to clause (B)(4) of Annex A, (a) neither the Company nor any Representative or other Person on behalf of the Company makes, or has made, any certificate delivered pursuant to Article VI representations or any letter of transmittal related warranties with respect to the Shares, none of the Company, Company or any of its SubsidiariesAffiliates, or the Company’s business, assets, Liabilities, financial condition or results of operations, any stockholder other information provided to Parent or Representative Merger Sub in connection with the transactions contemplated hereby or any other matter in connection with the entry into this Agreement and the Merger, the Offer and the other transactions contemplated hereby, and none of Parent or Merger Sub is relying or has relied on (and each of Parent and Merger Sub expressly disclaims reliance on) any representation or warranty of any of the Company or any of its Subsidiaries makes Representatives or has made any representation or warranty, either express or implied, concerning other Person on behalf of the Company except for the representations and warranties of the Company expressly set forth in Article IV or its Subsidiaries in the certificate to be delivered by the Company pursuant to clause (B)(4) of Annex A, and (b) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Merger Sub or any of their respective assets Representatives are not and shall not be deemed to be or properties include representations or warranties of the transactions contemplated Company (and have not been relied upon by this Agreement. To Parent or Merger Sub) except (and only to the fullest extent permitted that) an express representation or warranty is made by applicable Law, except the Company with respect to the representations and warranties contained such materials or information in Article III, any certificate delivered pursuant to Article VI an express representation or any letter of transmittal related to the Shares, none warranty of the Company set forth in Article IV or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability in the certificate to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available be delivered by the Company or its Affiliates, Subsidiaries, stockholders or Representatives pursuant to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each clause (B)(4) of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries.Annex A.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article 5, none of Parent, Merger Sub or any of its Affiliates nor any other Person on behalf of any of them makes or has made any express or implied representation or warranty with respect to Parent, its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company, the Company Subsidiaries or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof. Parent and Merger Sub acknowledge and agree that that, except for the representations and warranties contained made by the Company in Article III4 (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any certificate delivered pursuant other Company Related Party is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to Article VI or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative on behalf of the Company or any of its Subsidiaries makes the Company Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or has made financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any representation or warranty, either express or implied, concerning information regarding the Company or its any of the Company Subsidiaries or any of their respective assets other matter furnished or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability provided to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliatesto Parent, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with with, this Agreement or the Merger and the other transactions contemplated herebyTransactions. Each of Parent and Merger Sub acknowledges are not relying and agrees thatspecifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information acknowledge and materials relating to agree that the Company and its Subsidiaries that it has requested Affiliates have specifically disclaimed and Representatives do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the Company and the Company Subsidiaries and the Transactions and have answered all inquiries that Parent or Merger Sub has made of them concerning had an opportunity to discuss and ask questions regarding the Company and its the Company Subsidiaries’ businesses with the management of the Company.

No Other Representations or Warranties. Parent (a) Purchaser acknowledges that (i) it and Merger Sub acknowledge its Representatives have been permitted access to the books and agree records, facilities, equipment, contracts and other properties and assets of the Company and its Subsidiaries, and that it and its Representatives have had an opportunity to meet with officers and employees of the Companies and its Subsidiaries and (ii) except for the representations and warranties contained expressly set forth in Article III, any the Seller Disclosure Schedules, or in the certificate delivered pursuant to Article VI Section 10.02(c), (A) Purchaser has not relied on any representation or warranty from Seller or any letter of transmittal related other Person in determining to the Sharesenter into this Agreement and (B) neither Seller nor any other Person has made any representation or warranty, none of the Companyexpress or implied, any of its Subsidiaries, or any stockholder or Representative of as to the Company or any of its Subsidiaries makes (or their respective operations or financial condition) or the accuracy or completeness of any information regarding any of the foregoing that Seller or any other Person furnished or made available to Purchaser and its Representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials). Without limiting the generality of the foregoing, except as expressly set forth in the representations and warranties in Article III, the Seller Disclosure Schedules and the Transaction Agreements, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) Without limiting the generality of Section 4.12(a), Purchaser (i) acknowledges and agrees that (A) it has made its own independent determination of the value (including recoverability) of the Servicer Advances and the mortgage servicing rights held by the Company and has not relied on Seller or any other Person with respect to such value, (B) neither Seller nor any other Person has made any direct or indirect representation or warranty, either express warranty (whether in this Agreement or implied, concerning otherwise) with respect to such value and (C) it will not assert that any matters related to such value resulted in the Company or its Subsidiaries or failure of any of their respective assets or properties or the transactions contemplated by this Agreement. To conditions set forth in Section 10.2 to be satisfied and (ii) waives, on behalf of itself and each other Purchaser Indemnified Party, to the fullest extent permitted by under applicable Law, except any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) it may have against Seller or any of its Affiliates or representatives related to such value and arising under or based upon this Agreement or any certificate delivered in connection herewith, whether under this contract or arising under common law or any other Law; provided, that nothing in this Section 4.12(b) shall be deemed to limit any remedies available pursuant to Section 12.02(a) with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none breach of the Company or its Affiliatesrepresentation and warranty described in Section 7.06(b)(ii), Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesif made.

No Other Representations or Warranties. Parent (a) Buyer acknowledges that: (i) it has had access to the books and Merger Sub acknowledge records, contracts, agreements and agree documents, and employees, agents and Representatives of the Company, its Subsidiaries, Seller and such other Affiliates of Seller as it deems necessary or advisable in connection herewith; and (ii) Buyer has had an opportunity to seek accounting, legal and other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby. (b) Buyer acknowledges and agrees that except for it has only relied on the representations and warranties contained of Seller set forth in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, II and that none of Seller, the Company, any of its Subsidiaries, their Affiliates or any stockholder Person acting on their behalf has made, and shall not be deemed to have made, any other express or Representative any implied representations or warranties whatsoever. (c) In furtherance of the Company or foregoing, Buyer acknowledges and agrees that neither Seller, the Company, their Affiliates, nor any of its Subsidiaries makes or Person acting on their behalf has made (and Buyer is not relying on) any representation representations or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except warranties (i) with respect to the Asbestos-Related Liabilities or the Products Liabilities or any forecasts, projections, estimates or information regarding the amount of the Asbestos-Related Liabilities or the Products Liabilities or (ii) with respect to the amount (if any) that may be collectible under (or otherwise obtainable in connection with) any of the Insurance Policies or Third Party Assumption Agreements or any forecasts, projections, estimates or information regarding such amounts; provided that the foregoing does not limit the express scope of the representations and warranties contained set forth in Article IIISection 2.7, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis Section 2.14(m) and Section 2.15. (including in contract or tort, under federal or state securities laws or otherwised) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub Buyer acknowledges and agrees thatthat payments with respect to the Asbestos-Related Liabilities and Products Liabilities may be materially greater than any amounts set forth in the ▇▇▇▇▇▇ Reports, as the Project Sapphire Confidential Information Memorandum, the Company Financial Statements and other materials that may have been provided to (or discussed with) Buyer or its representatives, including any materials in the Project Sapphire Data Room. (e) Buyer acknowledges and agrees that the amount (if any) that may be collectible under (or otherwise obtainable in connection with) any of the date hereof and to its knowledgeInsurance Policies may be materially less than any amounts set forth in the Project Sapphire Confidential Information Memorandum, it has been furnished with, or given adequate access to, all information and materials relating to the Company Financial Statements and other materials that may have been provided to (or discussed with) Buyer or its Subsidiaries that it has requested and Representatives of representatives, including any materials in the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesProject Sapphire Data Room.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree Notwithstanding anything contained in this Agreement to the contrary, Buyer acknowledges that except neither Seller, its Affiliates nor its or their representatives is making any representations or warranties whatsoever, directly or indirectly, express or implied, beyond those expressly given by Seller in Section 5.2, any Transaction Document or in any certificate or instrument delivered pursuant to this Agreement, including any representation or warranty regarding: the timing or substance of feedback from the FDA regarding any information submitted to the FDA in respect of the development of the Compound or Purchased Product; the likelihood or timing of submitting an NDA for the Compound to the FDA, the acceptance by the FDA of such NDA for the Compound and/or the approval by the FDA of such NDA for the Compound; or the timing of any decision by the FDA. Any claims Buyer may have for breach of representation or warranty shall be based solely on the representations and warranties contained of Seller set forth in Article IIISection 5.2, any Transaction Document or in any certificate or instrument delivered pursuant to Article VI or any letter of transmittal related this Agreement. Buyer acknowledges and agrees that there are inherent uncertainties in attempting to make forward-looking estimates, projections, forecasts and/or predictions with respect to the SharesAcquired Assets, none including the development of the CompanyAcquired Assets after the Closing, and that Buyer takes full responsibility for making its own evaluation of the adequacy and accuracy of any such forward-looking estimates, projections, or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections, or forecasts). Buyer further ​ acknowledges that neither Seller nor any of its SubsidiariesAffiliates, or its or their representatives, nor any stockholder or Representative of the Company or any of its Subsidiaries makes or other Person has made any representation or warranty, either express or implied, concerning as to the Company accuracy or its Subsidiaries or completeness of any of their respective assets or properties or the transactions contemplated by information regarding Seller not expressly set forth in this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any Transaction Document or in any certificate or instrument delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesthis Agreement.

No Other Representations or Warranties. Parent Except for the representations and Merger Sub acknowledge and agree that warranties contained in this ARTICLE III (as modified by the Disclosure Schedules hereto), neither the Seller nor any other Person makes any other express or implied representation or warranty with respect to the Seller, TW International, the Huntsville Business, the Sold Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and, except for the representations and warranties contained in Article IIIthis ARTICLE III (as modified by the Disclosure Schedules hereto),the Seller disclaims any other representations or warranties, whether made by the Seller, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none Affiliate of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries Seller or any of their respective assets officers, directors, employees, agents or properties representatives, including any representation or warranty regarding the probable success or profitability of the Huntsville Business or any projections, forecasts or budgets provided with respect thereto, and including any confidential memoranda distributed on behalf of the Seller relating to the Huntsville Business or other publications or data room information provided to the Buyer or its representatives, or any other document or information in any form provided to the Buyer or its representatives, including management presentations, in connection with the sale of the Huntsville Business and the Sold Assets, the assumption of the Assumed Liabilities and the transactions contemplated by this Agreementhereby. To the fullest extent permitted by applicable Law, except with respect to Except for the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis this ARTICLE III (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available as modified by the Company Disclosure Schedules hereto), the Seller (a) expressly disclaims any representation or its Affiliateswarranty, Subsidiariesexpress or implied, stockholders at common law, by statute or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials otherwise relating to the Company and its Subsidiaries that it has requested and Representatives condition of the Company Huntsville Business or the Sold Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (b) disclaims all liability and responsibility for any representation, warranty, statement or information made, communicated or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information or advice that may have answered all inquiries that Parent been or Merger Sub has made may be provided to the Buyer by any director, manager, officer, employee, agent, consultant or representative of them concerning the Company and Seller or any of its SubsidiariesAffiliates). The Seller makes no representations or warranties to the Buyer regarding the probable success or profitability of the Huntsville Business.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to Section 3.1 and Section 3.2 (as qualified by the SharesDisclosure Schedule) and the representations and warranties set forth in the Ancillary Agreements, none of Holdings, the Company, any of its SubsidiariesHolder or any other Person makes any other express or implied representation and warranty with respect to Holdings, the Company, or the Contemplated Transactions and any stockholder Equity Securities being sold, conveyed, assigned, transferred and delivered hereunder or Representative of pursuant hereto, and Holdings disclaims any other representations and warranties, whether made by Holdings, the Company or Company, any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries Holder or any of their respective assets Affiliates, Representatives or properties or the transactions contemplated by this Agreementany other Person. To the fullest extent permitted by applicable Law, except with respect to Except for the representations and warranties contained in Article IIISection 3.1 and Section 3.2 (as qualified by the Disclosure Schedule) and any representations and warranties set forth in the Ancillary Agreements, and except in the case of Fraud, Holdings hereby disclaims all liability and responsibility for any representation and warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing (in the confidential information memorandum or otherwise)) to Buyer, Merger Sub any of their respective Affiliates or Representatives or any other Person (including any opinion, information, projection or advice that may have been or may be provided to Buyer by any Representative of Holdings, the Company, any certificate delivered pursuant to Article VI Holder any of their respective Affiliates or any letter of transmittal related other Person). Notwithstanding anything contained in this Agreement to the Sharescontrary, without limiting the representations and warranties contained in Section 3.1 and Section 3.2 (as qualified by the Disclosure Schedule) or the Ancillary Agreements, none of Holdings, the Company Company, any Holder or its Affiliates, Subsidiaries, stockholders any other Person makes any representation or Representatives shall have any liability warranty to Parent Buyer or Merger Sub regarding any projections or their respective Affiliatesthe future or probable profitability, Subsidiariessuccess, stockholders business, opportunities, relationships and operations of Holdings or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesCompany.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except (a) Except for the representations and warranties contained in this Article IIIV, any certificate other Transaction Documents to which the Sellers are or are to be made a party and any certificates delivered pursuant to Article VI hereto or any letter of transmittal related to the Sharesthereto, none of the Companyeach Seller has not made, and does not make, any of its Subsidiariesother representations or warranties, written or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warrantyoral, either statutory, express or implied, concerning in connection with this Agreement or the Company transactions contemplated hereby. Each Seller hereby disclaims any other express or its Subsidiaries implied representations or warranties, whether written or oral. Except as set forth in this Article V, any other Transaction Documents to which any Seller is or is to be made a party and any certificates delivered hereto or thereto, each Seller is not, directly or indirectly, making any representations or warranties regarding the pro forma financial information, financial projections or other forward-looking statements of the Sellers or any of their respective assets Affiliates; provided, that, notwithstanding the foregoing, this Section 5.27(a) does not apply in any form or properties fashion to, or minimize Purchaser’s reliance on, the transactions contemplated by specific representations and warranties made in this AgreementArticle V, any Transaction Document or any certificates delivered hereto or thereto. (b) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATES DELIVERED HERETO OR THERETO, IT IS THE EXPLICIT INTENT OF EACH PARTY THAT NO SELLER NOR ANY OTHER PERSON IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, EITHER WRITTEN OR ORAL, ON BEHALF OF ANY SELLER OR THEIR RESPECTIVE AFFILIATES OTHER THAN THOSE EXPRESSLY GIVEN IN THIS ARTICLE V AND ANY CERTIFICATES DELIVERED HERETO OR THERETO. To the fullest extent permitted by applicable LawEACH PURCHASER ENTITY HEREBY ACKNOWLEDGES AND AGREES TO SUCH DISCLAIMER, except with respect to AND THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE V, EACH PURCHASER ENTITY IS PURCHASING THE PURCHASED ASSETS ON AN “AS IS, WHERE IS” BASIS. (c) SELLERS AND THEIR RESTRICTED AFFILIATES AND REPRESENTATIVES ACKNOWLEDGE AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE VI OF THIS AGREEMENT OR THE TRANSACTION DOCUMENTS, NONE OF THE PURCHASER ENTITIES OR THEIR REPRESENTATIVES MAKE OR HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE TRANSACTIONS, AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. Sellers and their Restricted Affiliates and Representatives further agree that the representations and warranties contained expressly set forth in Article IIIVI are the exclusive representations and warranties made by Purchaser and the Purchaser is not liable or responsible for any and all Liability and responsibility to the Sellers or their Affiliates and Representatives or any third party for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) made by Purchaser to the Sellers, their Restricted Affiliates or Representatives, or any certificate delivered pursuant to third party, other than the representations and warranties of Purchaser expressly set forth in Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesthis Agreement.

No Other Representations or Warranties. Parent (a) The Purchaser hereby acknowledges and Merger Sub acknowledge agrees that, except as set forth in Article III of this Agreement and agree the Seller Disclosure Letter relating thereto, no other representations or warranties have been made, express or implied, at law or in equity, on behalf of the Seller, to the Purchaser (or any other Publicis Groupe Company) by the Seller or any other Person, and that no other Person has, or has been given, the express, implied or apparent authority to make or negotiate any representations, warranties or agreements not specifically set forth in this Agreement, and the Purchaser is not relying on any representations or warranties regarding the subject matter of this Agreement other than the representations and warranties expressly set forth in Article III of this Agreement. The Purchaser further acknowledges that no promise or inducement for this Agreement has been made to the Purchaser except as set forth herein. The Purchaser hereby acknowledges that the parties’ respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as set forth in this Agreement. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE, ARE HEREBY WAIVED BY THE PURCHASER. (c) The Purchaser further acknowledges and agrees that except for the Estimated Closing Working Capital, the estimated pass-through expenses set forth on Section 2.2.1(b) of the Seller Disclosure Letter and the applicable representations and warranties contained set forth in Article IIISection 3.9, Sections 3.14 and 3.20 hereof, neither the Seller nor any certificate delivered pursuant to Article VI or any letter of transmittal related to the Sharesother Person, none acting on behalf of the CompanySeller or otherwise, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or warranty of any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except kind with respect to the representations and warranties contained in Article IIIany projections, any certificate delivered pursuant to Article VI estimates or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials forecasts relating to the Company and its Subsidiaries that it has requested and Representatives of Seller or the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesCommercial Services Business.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained in this Article IIIIV or in any certificates delivered by BGC Partners, any certificate delivered pursuant to Article VI Holdco, Merger Sub 1 or any letter Merger Sub 2 in connection with the Mergers, each of transmittal related to BGC Holdings and the Shares, BGC Holdings GP acknowledge that none of the CompanyBGC Partners, Holdco, Merger Sub 1, Merger Sub 2 nor any other Person on behalf of any of its SubsidiariesBGC Partners, Holdco, Merger Sub 1 or Merger Sub 2 makes any stockholder other express or Representative of the Company or any of its Subsidiaries makes or has made any implied representation or warrantywarranty with respect to BGC Partners, either express Holdco, Merger Sub 1 or implied, concerning the Company or its Subsidiaries Merger Sub 2 or any of their respective assets Subsidiaries pursuant to this Agreement, or properties with respect to any other information provided to BGC Holdings or the BGC Holdings GP in connection with the transactions contemplated hereby, including the accuracy, completeness or currency thereof. Except for the representations and warranties contained in this Article IV or in any certificates delivered by BGC Partners, Holdco, Merger Sub 1 or Merger Sub 2 in connection with the Mergers, none of BGC Partners, Holdco, Merger Sub 1, Merger Sub 2 nor any other Person will have or be subject to any liability or obligation to BGC Holdings, the BGC Holdings GP or any other Person resulting from the distribution or failure to distribute to BGC Holdings or the BGC Holdings GP, or BGC Holdings’ or the BGC Holdings GP’s use of, any such information, including any information, documents, projections, estimates, forecasts or other material, made available to BGC Holdings or the BGC Holdings GP in any electronic data room maintained by BGC Partners or its Representatives in connection with the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that (a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED WITH RESPECT THERETO, (I) NEITHER THE COMPANY NOR ANY OTHER PERSON ACTING ON BEHALF OF THE COMPANY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY AND (II) THE COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. (b) Without limiting the generality of the foregoing, except for as otherwise expressly set forth in the representations and warranties contained in Article III, this Agreement or in any certificate delivered pursuant with respect thereto, neither the Company nor any Representative of the Company has made, and shall not be deemed to Article VI have made, any representations or any letter of transmittal related warranties in the materials relating to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative business of the Company or any of its Subsidiaries makes made available to Parent, including due diligence materials, or has made in any representation or warranty, either express or implied, concerning presentation of the business of the Company or any of its Subsidiaries by any member of the management of the Company or any of its Subsidiaries or any of their respective assets or properties or others in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Parent in executing, delivering and performing this AgreementAgreement and the transactions contemplated hereby. To It is understood that any cost estimates, projections or other predictions, any offering memoranda, offering materials, management presentations relating to the fullest extent permitted by applicable Lawforegoing or similar materials and, except with respect to as otherwise expressly set forth in the representations and warranties contained in this Article III, IV or in any certificate delivered pursuant with respect thereto, any financial information, in each case, prepared and made available by the Company, any of its Subsidiaries and their respective Representatives are not and shall not be deemed to be or to include representations or warranties of the Company, and are not and shall not be deemed to be relied upon by Parent in executing, delivering and performing this Agreement and the transactions contemplated hereby, it being understood, for the avoidance of doubt, that Parent shall be entitled to rely on the representations and warranties of the Company contained in this Article VI IV and the representations and warranties of Seller contained in Article V. (c) Except as otherwise expressly set forth in the representations and warranties contained in this Agreement or in any letter certificate delivered with respect thereto, the Company expressly disclaims any representations or warranties of transmittal related any kind or nature, express or implied, as to the Sharescondition, none value, quality or prospects of the business or the assets of the Company or any of its AffiliatesSubsidiaries. Except as expressly set forth in this Agreement such subject assets are being acquired “as is, Subsidiarieswhere is” on the Closing Date, stockholders or Representatives and in their present condition, and Parent shall have any liability to Parent or Merger Sub or their respective Affiliatesrely on its own examination and investigation thereof. Without limiting the foregoing, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company specifically disclaims any representations or its Affiliateswarranties of any kind or nature, Subsidiariesexpress or implied, stockholders concerning any future revenues, future costs, future expenditures, future cash flow, future results of operations, future collectability of accounts receivable, future financial condition or Representatives to Parent future prospects that may result from the ownership or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as operation of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to business after the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesClosing.

No Other Representations or Warranties. (a) Except for the express written representations and warranties made by Ligado contained in this ‎Article III, any other AST Definitive Agreements and in any certificates delivered by Ligado or any of its Representatives in connection with the transactions contemplated hereby, neither Ligado nor any Representative or other Person on behalf of Ligado makes any express or implied representation or warranty with respect to Ligado or any of its Affiliates or any of its or their respective businesses, assets, Liabilities, financial condition or results of operations or with respect to any other information provided to any of the Parent Group in connection with the transactions contemplated hereby, and Merger Sub acknowledge Ligado hereby disclaims any other representations or warranties, express or implied (including any implied warranty of merchantability or fitness for a particular purpose), as to the accuracy or completeness of any other information made (or made available) by itself or any of its Representatives with respect to, or in connection with, the negotiation, execution and agree that delivery of this Agreement or the transactions contemplated hereby. (b) Ligado acknowledges and agrees that, except for the representations and warranties contained expressly set forth in Article III‎Article IV, any certificate other AST Definitive Agreements and in any certificates delivered pursuant to Article VI or by any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company Parent Group or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as (i) none of the date hereof Parent Group nor any of their respective Representatives makes, or has made, any representations or warranties relating to itself or its business, assets, Liabilities, financial condition or results of operations or otherwise in connection with the transactions contemplated hereby, and to its knowledgeLigado is not relying on any representation or warranty of the Parent Group except for those expressly set forth in this Agreement, it any other AST Definitive Agreements and any such certificate and (ii) no Person has been furnished with, authorized by any of the Parent Group to make any representation or given adequate access to, all information and materials warranty relating to the Company Parent Group or their business, assets, Liabilities, financial condition or results of operations or otherwise in connection with the transactions contemplated hereby, and its Subsidiaries that it if made, such representation or warranty has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesnot been relied on by Ligado.

No Other Representations or Warranties. Parent Buyer agrees and Merger Sub acknowledge and agree acknowledges that except for the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the CompanySellers, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries Transferred Companies or any of their respective Affiliates or their respective Representatives has made, nor shall any such Person be deemed to have made, and each such Person disclaims, and Buyer has not relied upon and shall make no claim against any such Person with respect to: (i) any representation or warranty (including any express or implied representation or warranty of merchantability, fitness for any particular purpose or use or arising from course of performance, dealing, usage, trade or non-infringement), covenant or agreement, express or implied, with respect to the Transferred Companies, the Transferred Business, the assets owned or properties used by the Transferred Companies or any of their respective Affiliates, the Liabilities of the Transferred Companies or any of their respective Affiliates, the products and services of the Transferred Business, the transactions contemplated hereby or otherwise, other than the representations and warranties set forth in ARTICLE IV (as the same may be modified by the Seller Disclosure Schedules in effect as of the date of this Agreement) and the certificates to be delivered under Sections 3.3(d), 3.3(e) and 7.2(d) and other than such covenants and agreements of Sellers that are set forth in this Agreement and the Sellers’ implied obligations of good faith and fair dealing whether or not set forth in this Agreement; or (ii) any representation or warranty with respect to the accuracy or completeness of any information (including all cost estimates, financial or other projections or predictions) regarding the Transferred Companies, the Transferred Business, the assets owned or used by the Transferred Companies or any of their respective Affiliates, the Liabilities of the Transferred Companies or any of their respective Affiliates, the products and services of the Transferred Business, the transactions contemplated hereby or otherwise that has been furnished or made available to Buyer and its Representatives, other than the representations and warranties set forth in ARTICLE IV (as the same may be modified by the Seller Disclosure Schedules in effect as of the date of this Agreement) and the certificates to be delivered under Sections 3.3(d), 3.3(e) and 7.2(d). To the fullest extent permitted by applicable LawBuyer agrees and acknowledges that, except with respect to the representations and warranties contained as may be expressly set forth in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis ARTICLE IV (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available as modified by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives Seller Disclosure Schedules in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, effect as of the date hereof of this Agreement), the Transferred Companies and Transferred Business are to its knowledgebe transferred to Buyer at Closing on an “AS IS, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesWHERE IS” basis.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that (a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED WITH RESPECT THERETO, (I) NEITHER THE COMPANY NOR ANY OTHER PERSON ACTING ON BEHALF OF THE COMPANY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY AND (II) THE COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. (b) Without limiting the generality of the foregoing, except for as otherwise expressly set forth in the representations and warranties contained in Article III, this Agreement or in any certificate delivered pursuant with respect thereto, neither the Company nor any Representative of the Company has made, and shall not be deemed to Article VI have made, any representations or any letter of transmittal related warranties in the materials relating to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative business of the Company or any of its Subsidiaries makes made available to Parent, including due diligence materials, or has made in any representation or warranty, either express or implied, concerning presentation of the business of the Company or any of its Subsidiaries by any member of the management of the Company or any of its Subsidiaries or any of their respective assets or properties or others in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Parent in executing, delivering and performing this AgreementAgreement and the transactions contemplated hereby. To It is understood that any cost estimates, projections or other predictions, any offering memoranda, offering materials, management presentations relating to the fullest extent permitted by applicable Lawforegoing or similar materials and, except with respect to as otherwise expressly set forth in the representations and warranties contained in this Article III, IV or in any certificate delivered pursuant with respect thereto, any financial information, in each case, prepared and made available by the Company, any of its Subsidiaries and their respective Representatives are not and shall not be deemed to be or to include representations or warranties of the Company, and are not and shall not be deemed to be relied upon by Parent in executing, delivering and performing this Agreement and the transactions contemplated hereby, it being understood, for the avoidance of doubt, that Parent shall be entitled to rely on the representations and warranties of the Company contained in this Article VI IV. (c) Except as otherwise expressly set forth in the representations and warranties contained in this Agreement or in any letter certificate delivered with respect thereto, the Company expressly disclaims any representations or warranties of transmittal related any kind or nature, express or implied, as to the Sharescondition, none value, quality or prospects of the business or the assets of the Company or any of its AffiliatesSubsidiaries. Except as expressly set forth in this Agreement such subject assets are being acquired “as is, Subsidiarieswhere is” on the Closing Date, stockholders or Representatives and in their present condition, and Parent shall have any liability to Parent or Merger Sub or their respective Affiliatesrely on its own examination and investigation thereof. Without limiting the foregoing, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company specifically disclaims any representations or its Affiliateswarranties of any kind or nature, Subsidiariesexpress or implied, stockholders concerning any future revenues, future costs, future expenditures, future cash flow, future results of operations, future collectability of accounts receivable, future financial condition or Representatives to Parent future prospects that may result from the ownership or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as operation of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to business after the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its SubsidiariesClosing.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except (a) Except for the representations and warranties contained in this Article III, neither the Buyer nor any certificate delivered pursuant to Article VI other Person makes any other express or any letter of transmittal related implied representation or warranty with respect to the SharesBuyer or the Transactions, none of and the CompanyBuyer disclaims any other representations or warranties, whether made by the Buyer, any of its Subsidiaries, or any stockholder or Representative of the Company Affiliates or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this AgreementRepresentatives. To the fullest extent permitted by applicable Law, except with respect to Except for the representations and warranties contained in this Article III, any certificate delivered pursuant to Article VI or any letter the Buyer, on behalf of transmittal related to the Shares, none of the Company or itself and its Affiliates, Subsidiariesdisclaims all liability and responsibility for any representation, stockholders warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to the Sellers or its Affiliates or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including any opinion, information, projection or advice that may have been or may be provided to the Sellers by any Representative of the Buyer). The disclosure of any matter or item in contract any Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or tort, under federal is material or state securities laws or otherwisethat such matter could result in a Material Adverse Effect. None of the foregoing shall be deemed to relieve any party of liability for fraud. (b) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub The Buyer acknowledges and agrees that, as except for the representations and warranties expressly set forth in Article II, (i) neither the Seller nor any other Person has made any express or implied representation or warranty with respect to, or otherwise in connection with, the Transactions or with respect to the accuracy or completeness of any other information provided, or made available, to the Buyer in connection with the Transactions and the Buyer has not relied on any representation or warranty other than those expressly set forth in Article II, (ii) the Buyer has not executed or authorized the execution of this Agreement or any of the date hereof other Transaction Documents or entered into the Transactions in reliance upon, and hereby specifically disclaims reliance upon, any promise, statement, projection, forecast, representation or warranty whatsoever made or omitted to be made to the Buyer or any of its Affiliates, or their respective Representatives, including any such promise, statement, projection, forecast, representation or warranty as to the condition, value, quality or prospects of the Companies, or its assets or liabilities, or any part thereof; and (iii) the Interests and Transferred Assets are being transferred “as is”, “where is” and “with all faults”. The Buyer acknowledges and agrees that, except for the representations and warranties expressly set forth in Article II, the Seller, on behalf of itself, the Companies and their respective Affiliates (x) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute or otherwise, with respect to the business, operations, assets, liabilities and conditions (financial or otherwise) of the Companies or with respect to the Interests and Transferred Assets (including any express or implied warranty of merchantability or fitness for a particular purpose) and (y) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to the Buyer or its Affiliates or Representatives (including any opinion, information, projection or advice that may have been or may be provided to the Buyer by any Representative of the Seller or any of its Affiliates). The Buyer acknowledges and agrees that the Seller makes no representations or warranties to the Buyer regarding the probable success or profitability of the Companies. (c) The Buyer (directly or through its Affiliates or Representatives) is an informed and sophisticated purchaser, and has engaged expert advisors that are experienced in the evaluation and acquisition of companies such as the Companies and assets such as the Transferred Assets, as contemplated hereunder. The Buyer (directly or through its Affiliates or Representatives) has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is or will be a party, and the consummation of the Transactions. The Buyer confirms that the Seller has provided the Buyer with the opportunity to ask questions of the officers and employees of the Seller and its Affiliates and to its knowledge, it has been furnished with, or given adequate access to, all acquire additional information about the Companies and materials relating to the Company and its Subsidiaries Transferred Assets. (d) The Buyer acknowledges that it has requested and Representatives conducted to its satisfaction an independent investigation of the Company have answered all inquiries business, operations, assets, liabilities and conditions (financial or otherwise) of the Companies and of the Transferred Assets. In making its determination to proceed with the Transaction, the Buyer has relied solely on (i) the results of its own independent investigation and (ii) the representations and warranties of the Sellers expressly and specifically set forth in Article II. (e) The Buyer acknowledges and agrees that Parent or Merger Sub has made the enforceability of them concerning this Agreement against the Company and its SubsidiariesSellers is subject to entry of the Sale Order.

No Other Representations or Warranties. Parent Except for the representations and Merger Sub warranties contained in this Article V (including any representation deemed to be made under Section 5.13 pursuant to Section 6.4(c)), no Buyer Party nor any other Person, including any Affiliate of any Buyer Party, makes or has made any other express or implied representation or warranty with respect to the Buyer Parties or with respect to any other information provided to the Partnership Parties, the Board, the Conflicts Committee or their respective Representatives in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby, including the Merger. Without limiting the generality of the foregoing, except to the extent required otherwise by applicable Law, neither the Buyer Parties nor any other Person will have or be subject to, and each Buyer Party disclaims, any Liability or other obligation to the Partnership Parties or any other Person resulting from the distribution or communication to the Partnership Parties, the Board or the Conflicts Committee (including their respective Representatives) of, or the Partnership’s or the Partnership GP’s (or such Representatives’) use of, any such information, including any information, documents, projections, forecasts or other materials made available, distributed or communicated to the Partnership Parties, the Board, the Conflicts Committee or their respective Representatives in connection with the transactions contemplated by this Agreement or the other Transaction Documents, unless any such information is the subject of an express representation or warranty set forth in this Article V (including any representation deemed to be made under Section 5.13 pursuant to Section 6.4(c)). The Buyer Parties acknowledge and agree that that, except for the representations and warranties contained in Article IIIIV, any certificate delivered pursuant to Article VI or any letter of transmittal related to the SharesBuyer Parties have not relied on, and none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company Partnership Parties or any of its Subsidiaries makes their respective Affiliates or Representatives has made made, any representation representation, warranty or warrantystatement, including as to the accuracy or completeness thereof, either express or implied, whether written or oral, concerning the Company or its Subsidiaries Partnership Entities or any of their respective assets Affiliates or properties any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement. To Agreement and the fullest extent permitted by applicable Law, except other Transaction Documents or otherwise with respect to information provided by or on behalf of the Partnership Parties or any of their respective Affiliates or Representatives. Except as otherwise expressly set forth in this Agreement, the Buyer Parties understand and agree that any inventory, equipment, assets, properties and business of the Partnership Entities are furnished “AS IS,” “WHERE IS” and, subject to the representations and warranties contained in Article IIIIV, with all faults and without any certificate delivered pursuant to Article VI other representation or warranty of any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesnature whatsoever.

No Other Representations or Warranties. Parent (a) Except for the representations and Merger Sub acknowledge warranties contained in this Article IV and agree that in the Transaction Documents, none of BridgeBio, the Company, an Acquired Subsidiary or any other Person on their behalf has made, whether express or implied, at law or in equity, with respect to BridgeBio or its businesses, the Company, the Acquired Subsidiaries, the Owned Shares, the Acquired Assets, the probability of success of any In-Scope Program, the Assumed Liabilities, the Excluded Assets or the Excluded Liabilities or with respect to the accuracy or completeness of any statements or information (written or oral) provided or made available to any Investor by or on behalf of BridgeBio or the Company (including in any data room or presentation), and BridgeBio and the Company expressly disclaim any such other representations and warranties (including with respect to any budgets, forecasts, predictions, projections, estimates or other prospective information). Without limiting the foregoing, no express or implied representation or warranty has been made or is being made herein to any Investor and there are no express or implied conditions as to merchantability, suitability or fitness for a particular purpose, or quality, with respect to any of the Acquired Subsidiaries or the Acquired Assets, or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent, all of which are being transferred “as is,” except for those representations and warranties expressly made by BridgeBio in this Article IV and in the Transaction Documents. (b) Notwithstanding anything contained in this Agreement to the contrary, except for the representations and warranties contained in Article IIIV and in the Transaction Documents, any certificate delivered pursuant to Article VI or any letter of transmittal related to BridgeBio and the Shares, Company acknowledge and agree that none of the Company, any of its Subsidiaries, Investors or any stockholder or Representative other Person on behalf of the Company or any of its Subsidiaries makes or Investor has made any representation or warrantymade, either whether express or implied, concerning the Company at law or its Subsidiaries in equity, with respect to any Investor or any of their respective businesses or assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, accuracy or completeness of any certificate delivered pursuant to Article VI statements or any letter of transmittal related to the Shares, none of the Company information (written or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefromoral) provided or made available by to BridgeBio or the Company by or its Affiliateson behalf of any Investor (including in any data room or presentation), Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and BridgeBio and the Company expressly disclaim reliance upon any such other transactions contemplated hereby. Each of Parent representations and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiarieswarranties.

No Other Representations or Warranties. (a) Each of Parent and Merger Sub acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Company and its businesses and operations, and Parent and Merger Sub have been furnished with or given full access to such information about the Company and its businesses and operations as they requested. In connection with Parent’s and Merger Sub’s investigation of the Company and its businesses and operations, Parent, Merger Sub and their respective representatives have received from the Company or its representatives certain projections and other forecasts for the Company and certain estimates, plans and budget information. Parent and Merger Sub acknowledge and agree that (i) there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; (ii) Parent and Merger Sub are familiar with such uncertainties; and (iii) Parent and Merger Sub are taking full responsibility for making their own evaluations of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to them or their representatives. Nothing in this Section 8.6 shall be deemed to release, waive or alter any of the Company’s representations, warranties and covenants under this Agreement or under the other Transaction Documents. (b) PARENT AND MERGER SUB EACH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING IN SECTION 3 HEREOF AND THE DISCLOSURE SCHEDULE, AND IN THE OTHER TRANSACTION DOCUMENTS, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY THE COMPANY OR ANY OTHER PERSON, INCLUDING (I) WITH RESPECT TO THE COMPANY, ITS ASSETS AND LIABILITIES, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE COMPANY SECURITIES OR (II) AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANY FURNISHED OR MADE AVAILABLE TO PARENT, MERGER SUB AND THEIR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing and except for the representations and warranties contained in Article IIIfraud, any certificate delivered Indemnified Parties shall have no claim or right to indemnification pursuant to this Article VI VIII or any letter of transmittal related to the Sharesotherwise, and none of the Company, any of its Subsidiaries, Indemnifying Parties or any stockholder other Person shall have or Representative of be subject to any liability to Merger Sub, Parent, the Company Indemnified Parties or any of its Subsidiaries makes or has made any representation or warrantyother Person, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III(i) any information, any certificate delivered pursuant to Article VI documents or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided materials furnished or made available by the Company or its Affiliates, Subsidiariesofficers, stockholders directors, employees, agents or Representatives advisors to Parent or Merger Sub, in certain “data rooms”, management presentations or any other form in contemplation of the transactions contemplated hereby or (ii) any projections, forecasts, estimates, plans or budgets of future revenue, 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 Company or the future business, operations or affairs of the Company heretofore or hereafter delivered to or made available to Parent, Merger Sub or their respective representatives or Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries.

No Other Representations or Warranties. Parent 10.1.1 Buyer acknowledges and Merger Sub acknowledge agrees that it (a) has made its own inquiry and agree investigation into, and, based thereon, has formed an independent judgment concerning, the Transferred Assets, the Assumed Liabilities and the Business and (b) has been furnished with or has been given adequate access to such information about the Transferred Assets, the Assumed Liabilities and the Business as it has requested. In connection with Buyer’s investigation of the Transferred Assets, the Assumed Liabilities and the Business, Buyer may have received and may hereafter receive from Seller or its representatives estimates, projections and other forecasts relating to the Transferred Assets, the Assumed Liabilities and the Business, and plan and budget information with respect thereto (collectively, “Projections”). Buyer acknowledges that there are uncertainties inherent in attempting to make Projections, that Buyer is familiar with such uncertainties, and that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of any Projections, and, except in circumstances involving fraud by the Seller and/or its Affiliates, Seller and its Affiliates shall have no Liability with respect thereto. 10.1.2 Buyer acknowledges and agrees that, except for the representations and warranties contained made by Seller as expressly set forth in Article III3, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company, neither Seller nor any of its Subsidiaries, Affiliates or any stockholder representatives have made or Representative of the Company shall be construed as having made or deemed to have made to Buyer or any of its Subsidiaries makes Affiliates or representatives, and neither Buyer nor any of its Affiliates or representatives has relied upon, any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty made by Seller in Article 3, Buyer agrees that neither Seller nor any of its Affiliates or representatives has made any representation or warrantywarranty to Buyer or to any of its Affiliates or representatives with respect to any Projections or, either express except to the extent and as expressly covered by a representation and warranty of Seller contained in Article 3, with respect to any other statements, documents or impliedother information heretofore or hereafter delivered to or made available to Buyer or to any of its Affiliates or representatives (including the Confidential Information Memorandum prepared by Seller and its Affiliates (the “CIM”) dated April 2012), concerning and that, except in circumstances involving fraud by the Company Seller and/or its Affiliates, Buyer shall not: (a) assert and hereby waives any claim against Seller or its Subsidiaries Affiliates or any of their respective assets directors, officers, employees, agents, stockholders, or properties representatives, or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except hold (b) Seller or any such Persons liable with respect to any such Projections or other statements, documents or other information heretofore or hereafter delivered to or made available to Buyer or to any of its Affiliates or representatives (including the representations CIM), except to the extent and warranties as expressly covered by a representation and warranty of Seller contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries3.

No Other Representations or Warranties. Parent No representations, warranties, covenants or agreements have been made by Aegis to the other parties hereto except as expressly set forth herein and Merger Sub acknowledge and agree that except for such other parties hereto have not relied upon any representation, warranty, covenant or agreement made by Aegis unless expressly set forth herein, including without limiting the representations and warranties contained in Article IIIgenerality of the foregoing, any certificate delivered pursuant representation, warranty, covenant or agreement by Aegis to Article VI provide or make any letter credit, advance or loan to any Obligor or to extend the time of transmittal related payment of any such credit, advance or loan or to grant any waiver or forbearance with respect thereto. No representations, warranties, covenants or agreements have been made by the Bigger-District Creditors to the Sharesother parties hereto except as expressly set forth herein and such other parties hereto have not relied upon any representation, none warranty, covenant or agreement made by the Bigger-District Creditors unless expressly set forth herein, including without limiting the generality of the Companyforegoing, any representation, warranty, covenant or agreement by the Bigger-District Creditors to provide or make any credit, advance or loan to any Obligor or to extend the time of its Subsidiariespayment of any such credit, advance or loan or to grant any stockholder waiver or Representative forbearance with respect thereto. No representations, warranties, covenants or agreements have been made by any 2024 Note Creditor to the other parties hereto except as expressly set forth herein and such other parties hereto have not relied upon any representation, warranty, covenant or agreement made by the 2024 Note Creditors unless expressly set forth herein, including without limiting the generality of the Company or foregoing, any of its Subsidiaries makes or has made any representation or representation, warranty, either express covenant or impliedagreement by the 2024 Note Creditors to provide or make any credit, concerning advance or loan to any Obligor or to extend the Company time of payment of any such credit, advance or its Subsidiaries loan or to grant any of their respective assets waiver or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except forbearance with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesthereto.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained made by Shyft in Article IIIthis ARTICLE IV (as qualified by the applicable items disclosed in the Shyft Disclosure Schedules in accordance with ‎Section 10.17 and the introduction to this ARTICLE IV) (but without limiting any representations and warranties in any Ancillary Agreement), neither Shyft nor any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries other Person makes or has made any representation or warranty, either express expressed or implied, concerning written or oral, at law or in equity, with respect to or on behalf of Shyft or its Subsidiaries, or the Company accuracy or completeness of any information regarding Shyft or its Subsidiaries or any other matter furnished or provided to Aebi Schmidt or made available to Aebi Schmidt in any “data rooms”, “virtual data rooms”, management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. Shyft and its Subsidiaries disclaim any other representations or warranties, whether made by Shyft or any of its Subsidiaries or any of their respective assets Affiliates or properties or the transactions contemplated by this AgreementRepresentatives. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub Shyft acknowledges and agrees that, except for the representations and warranties made by Aebi Schmidt, Holdco and Merger Sub in ARTICLE III (as qualified by the applicable items disclosed in the Aebi Schmidt Disclosure Schedules in accordance with ‎Section 10.17 and the introduction to ARTICLE III) (but without limiting any representations and warranties in any Ancillary Agreement), neither Aebi Schmidt nor any other Person is making or has made any representations or warranty, expressed or implied, written or oral, at law or in equity, with respect to or on behalf of Aebi Schmidt, Holdco, Merger Sub, or its Subsidiaries, or the date hereof and accuracy or completeness of any information regarding Aebi Schmidt or its Subsidiaries or any other matter furnished or provided to its knowledgeShyft or made available to Shyft in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, it has been furnished or in connection with, this Agreement, or given adequate access tothe Transactions. Shyft is not relying upon, all and has not relied upon, any other representations, warranties, statements or information that may have been made or provided by any Person in connection with the Transactions or otherwise, and materials relating to the Company acknowledges and its Subsidiaries agrees that it has requested Aebi Schmidt, Holdco, Merger Sub, and Representatives of the Company their respective Affiliates have answered all inquiries that Parent or Merger Sub has made of them concerning the Company specifically disclaimed and its Subsidiariesdo hereby specifically disclaim any other representations and warranties.

No Other Representations or Warranties. (a) Except for the representations and warranties set forth in this Article IV, neither Parent nor any other Person makes or has made any express or implied representation or warranty with respect to Parent or with respect to any other information provided to the Company, Merger Sub One or New EP in connection with the Transactions. Without limiting the generality of the foregoing, neither Parent nor any other Person will have or be subject to any liability or other obligation to the Company, Merger Sub One, New EP or any other Person resulting from the distribution to the Company, Merger Sub One or New EP (including their Representatives), or the Company’s, Merger Sub One’s or New EP’s (or such Representatives) use of, any such information, including any information, documents, projections, forecasts of other material made available to the Company, Merger Sub One or New EP in certain “data rooms” or management presentations in expectation of the Transactions. (b) Each of Parent, Merger Sub Two and Merger Sub Three has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries and acknowledges that each of Parent, Merger Sub Two and Merger Sub Three has been provided access for such purposes. Except for the representations and warranties expressly set forth in this Agreement, in entering into this Agreement, each of Parent, Merger Sub Two and Merger Sub Three has relied solely upon its independent investigation and analysis of the Company and the Company Subsidiaries, and each of Parent, Merger Sub Two and Merger Sub Three acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, any Company Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or Company representatives that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each of Parent, Merger Sub Two and Merger Sub Three acknowledge and agree that that, except for the representations and warranties contained expressly set forth in Article IIIthis Agreement (i) the Company does not make, or has not made, any certificate delivered pursuant representations or warranties relating to Article VI itself or any letter its business or otherwise in connection with the Transactions and each of transmittal related to the SharesParent, none of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made Merger Sub Two and Merger Sub Three are not relying on any representation or warrantywarranty except for those expressly set forth in this Agreement, either express or implied, concerning (ii) no Person has been authorized by the Company to make any representation or warranty relating to itself or its Subsidiaries business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Sub Two and Merger Sub Three as having been authorized by such party and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Merger Sub Two, Merger Sub Three or any of their respective assets representatives are not and shall not be deemed to be or properties include representations or warranties unless any such materials or information is the transactions contemplated by subject of any express representation or warranty set forth in Article III of this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries.

No Other Representations or Warranties. Parent (a) Except for the representations and Merger Sub acknowledge warranties expressly set forth in this Article IV or any Ancillary Agreement, neither Buyers nor any other Person on behalf of Buyers makes (and agree Buyers, on behalf of themselves, their Subsidiaries and their respective Affiliates, hereby disclaim) any other express or implied representation or warranty with respect to the Transactions or any of their or their Affiliates’ respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Sellers and the Company or their respective Affiliates and Representatives in connection with the Transactions. (b) Each Buyer acknowledges and agrees that, except for the representations and warranties contained expressly set forth in Article II and Article III, in each case, as qualified by the Disclosure Letter with respect thereto, and any certificate delivered pursuant to Article VI Ancillary Agreement, none of Sellers, the Company or their respective Subsidiaries or Affiliates or any letter other Person on their behalf has made any express or implied representation or warranty with respect to Sellers, the Great American Entities, their respective Subsidiaries or their respective Affiliates (including any implied warranties that may otherwise be applicable because of transmittal the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose), and no Buyer has relied on any representation or warranty other than those expressly set forth in Article II and Article III (in each case, as qualified by the Disclosure Letter with respect thereto) or any Ancillary Agreement; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Section 4.11(b), nothing in this Section 4.11(b) shall limit Buyers’ remedies with respect to claims of Fraud or Willful Breach in connection with, arising out of or otherwise related to the Sharesexpress written representations and warranties made by Sellers or the Company or their Affiliates in this Agreement or any Ancillary Agreement. Without limiting the generality of the foregoing, each Buyer acknowledges and agrees that it has not relied on any other information provided, or made available, to Buyers or any of their Subsidiaries or their respective Affiliates in connection with the Transactions, and that none of Sellers, the CompanyGreat American Entities, any of its Subsidiaries, their respective Subsidiaries or Affiliates or any stockholder other Person shall be subject to any liability to Buyers or Representative of any other Person resulting from (i) any misrepresentation or omission by Sellers, the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except other Person with respect to any such information or (ii) Buyers’ use of, or the representations and warranties contained in Article IIIuse by any of its Affiliates or any other Person of, any certificate delivered pursuant such information, including information, documents, projections, forecasts or other material made available to Article VI or any letter of transmittal related to the SharesBuyers, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub their Affiliates or their respective AffiliatesRepresentatives in any “data rooms,” teaser, Subsidiariesconfidential information memorandum, stockholders management presentations or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives otherwise in connection with the Merger Transactions, except to the extent any such information is expressly included or addressed in a representation or warranty contained in Article II and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees thatArticle III (in each case, as of qualified by the date hereof and to its knowledge, it has been furnished with, Disclosure Letter with respect thereto) or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesin any Ancillary Agreement.

No Other Representations or Warranties. (a) Each of Parent and Merger Sub acknowledge and agree that Subsidiary agrees that, except for the representations and warranties made by the Company in Article 4, the Company has not made and shall not be deemed to have made to Parent, Merger Subsidiary or any of their representatives or Affiliates, and neither Parent, Merger Subsidiary nor any of their representatives or Affiliates have relied upon, any representation or warranty of any kind. Without limiting the generality of the foregoing, except to the extent covered by a representation or warranty made by the Company and contained in Article III4, any certificate delivered pursuant to Article VI or any letter each of transmittal related to the Shares, none of Parent and Merger Subsidiary agrees that neither the Company, any holder of its Subsidiariesthe Company’s securities nor any of their respective Affiliates or representatives, makes or has made any representation or warranty to Parent, Merger Subsidiary or any stockholder of their representatives or Representative Affiliates with respect to: (i) 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 Company or any of its Subsidiaries makes or has made any representation the future business, operations or warranty, either express or implied, concerning affairs of the Company or any of its Subsidiaries heretofore or any of hereafter delivered to or made available to Parent, Merger Subsidiary or their respective assets representatives or properties Affiliates; or (ii) any other information, statement or documents heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective representatives or Affiliates, including the transactions contemplated by this Agreement. To information in the fullest extent permitted by applicable Lawon-line data room, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI Company or any letter of transmittal related to its Subsidiaries or the Sharesbusiness, none operations or affairs of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries. (b) The specification of any dollar amount in the representations and warranties or otherwise in this Agreement or in the Company Disclosure Schedule is not intended and shall not be deemed to be an admission or acknowledgment of the materiality of such amounts or items, nor shall the same be used in any dispute or controversy between the parties to determine whether any obligation, item or matter (whether or not described herein or included in any schedule) is or is not material for purposes of this Agreement.

No Other Representations or Warranties. Parent and Merger Sub acknowledge and agree that except Except for the representations and warranties contained in this Article III, any certificate delivered pursuant to Article VI IV or in the other Transaction Documents (or any letter of transmittal related certificates delivered by any Seller Party to the SharesPurchaser in accordance with this Agreement), Purchaser acknowledges and agrees that none of the Company, any of its Subsidiaries, Seller Parties or any stockholder other Person makes any other express, implied or Representative of the Company or any of its Subsidiaries makes or has made any statutory representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except warranty with respect to the Business, the Purchased Assets, the Assumed Liabilities or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, enforceability or non infringement, including as to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets and the operation of the Business by Purchaser after the Applicable Closing, in any manner other than as used and operated by the Seller Parties, or (c) the probable success or profitability of the ownership, use or operation of the Purchased Assets by Purchaser after the Applicable Closing. Except for the representations and warranties contained in this Article III, IV or in the other Transaction Documents (or any certificate delivered pursuant by any Seller Party to Purchaser in accordance with this Agreement), all Purchased Assets are conveyed on an “AS IS” and “WHERE IS” basis. Except for Liabilities in respect of the representations and warranties contained in this Article VI IV or in the other Transaction Documents (or any letter of transmittal related certificates delivered by any Seller Party to Purchaser in accordance with this Agreement), and the indemnification obligations set forth herein, no Seller Party or any other Person will have or be subject to any liability or indemnification obligation to Purchaser or any other Person for any information provided to the SharesPurchaser or its representatives relating to the Business, none the Purchased Assets, or otherwise in expectation of the Company transactions contemplated by this Agreement and any information, document, or material made available to Purchaser or its Affiliatescounsel or other representatives in Purchaser’s due diligence review, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws certain “data rooms” (electronic or otherwise) based upon or management presentations. The representations, warranties, covenants and obligations of Purchaser, and the rights and remedies that may be exercised by Purchaser shall not be limited or otherwise affected by or as a result of any information or statements (furnished to, or any omissions therefrom) provided investigation made by or made available by the Company knowledge of, Purchaser or any of its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesrepresentatives.

No Other Representations or Warranties. Parent The representations and Merger Sub acknowledge warranties contained in this Article IV (as modified by the Disclosure Schedules) and agree that except the express representations and warranties contained in the other Transaction Documents are the only representations and warranties made by Seller with respect to the Seller Group, the Business, the Transferred Assets and the Transferred Liabilities and none of Seller, any Subsidiaries or Affiliates of Seller nor any other Person makes any other express, implied or statutory representation or warranty with respect to the Seller Group, the Business, the Transferred Assets, the Transferred Liabilities or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, enforceability or non-infringement, including as to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Transferred Assets, (b) the use of the Transferred Assets and the operation of the Business by Purchaser after the Closing in any manner other than as used and operated by Seller or its Subsidiaries, or (c) the probable or potential success or profitability of the ownership, use or operation of the Business by Purchaser after the Closing. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES) AND THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THE OTHER TRANSACTION DOCUMENTS, ALL TRANSFERRED ASSETS ARE CONVEYED ON AN “AS IS” AND “WHERE IS” BASIS AND WITH ALL FAULTS. Except for the representations and warranties contained in this Article IIIIV (as modified by the Disclosure Schedules) or the express representations and warranties contained in the other Transaction Documents and the indemnification obligations set forth in Article IX hereof or as otherwise provided in the Transaction Documents, Purchaser has not relied upon and neither Seller nor any certificate delivered pursuant other Person will have or be subject to Article VI any liability or indemnification obligation to Purchaser or any letter of transmittal related other Person for any information provided to, or used by, Purchaser or its Representatives relating to the SharesBusiness, none the Transferred Assets, the Transferred Liabilities or otherwise in expectation of the Company, any of its Subsidiaries, or any stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To Agreement and the fullest extent permitted other Transaction Documents, including any materials prepared by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI Seller or any letter of transmittal its Affiliates, or any of the Representatives of the foregoing related to the SharesBusiness, none of the Company Transferred Assets or the Transferred Liabilities and any information, document, or material made available to Purchaser or its AffiliatesRepresentatives, Subsidiarieswhether orally or in writing, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliatesin Purchaser’s due diligence review, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws certain “data rooms” (electronic or otherwise) based upon ), management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Purchaser, due diligence reviews, or in any information or statements (or any omissions therefrom) provided or made available other form related to the transactions contemplated by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger this Agreement and the other transactions contemplated hereby. Each Transaction Documents, including during the negotiation of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariessuch transactions.

No Other Representations or Warranties. (a) Each of Parent and Merger Sub acknowledge and agree that Subsidiary agrees that, except for the representations and warranties contained made by the Company that are expressly set forth in Article III, any certificate delivered pursuant to Article VI or any letter Section 3.1 of transmittal related to the Sharesthis Agreement, none of the Company, any Subsidiary of its Subsidiariesthe Company, any Securityholder, or any stockholder of their respective Affiliates or Representative representatives has made and shall not be deemed to have made to any of Parent, Merger Subsidiary or their respective Affiliates or representatives any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any otherwise express representations and warranties made by the Company and set forth in Section 3.1, each of Parent and Merger Subsidiary agrees that none of the Company, any Subsidiary of the Company, any Securityholder, or any of their respective Affiliates or representatives makes or has made any representation or warranty to Parent, Merger Subsidiary or to any of their respective representatives or Affiliates with respect to: (i) any projections, forecasts, estimates, plans or budgets of future revenue, 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 Company or any of its Subsidiaries makes or has made any representation the future business, operations or warranty, either express or implied, concerning affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective representatives or Affiliates; or (ii) any other information, statements or documents heretofore or hereafter delivered to or made available to Parent, Merger Subsidiary or their respective representatives or Affiliates, including the information contained in the on-line data room, with respect to the Company or any of its Subsidiaries or the business, operations or affairs of the Company or any of its Subsidiaries, except as and to the extent expressly covered by representations and warranties made by the Company and set forth in Section 3.1 or in any other agreement or document executed in connection with the transactions contemplated by this Agreement and the Asset Purchase Agreement, which shall be governed by their respective terms and conditions. Back to Contents (b) The Company acknowledges and agrees that, except for the representations and warranties made by Parent or Merger Subsidiary as expressly set forth in Section 3.2, none of Parent, Merger Subsidiary or any of their respective assets Affiliates or properties representatives makes or has made to any of the transactions contemplated by Company, any Subsidiary of the Company, any Securityholder or any of their respective Affiliates or representatives any representation or warranty of any kind. Notwithstanding anything to the contrary contained in this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, neither Parent nor any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives Subsidiaries shall have any liability obligation under this Agreement to Parent do any of the following (or Merger Sub cause the other to do any of the following): (i) to dispose or their respective Affiliatescause any of its Subsidiaries to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product; (iii) to license or otherwise make available, Subsidiariesor cause any of its Subsidiaries to license or otherwise make available, stockholders to any Person, any technology, software or Representatives on other Intellectual Property; (iv) to hold separate or cause any basis of its Subsidiaries to hold separate any assets or operations (including in contract either before or tort, under federal after the Closing Date); or state securities laws (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Authority or otherwise) based upon any information regarding future operations. (c) The parties expressly agree and acknowledge that nothing in this Section 6.2 shall be deemed, interpreted or statements (construed to eliminate or any omissions therefrom) provided or made available by limit the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each ability of Parent and Merger Sub acknowledges and agrees that, as to recover for any claim arising out of the date hereof and to its knowledge, it has been furnished with, fraud or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesintentional misrepresentation.

No Other Representations or Warranties. Parent (a) Except for the representations and Merger Sub warranties expressly set forth in this Article III and in the Ancillary Agreements or any certificate delivered hereunder or thereunder, neither Buyer nor any other Person makes (and each Buyer, on behalf of itself, its Subsidiaries and their respective Affiliates hereby disclaims) any other express or implied representation or warranty with respect to the Transactions or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Sellers, the Companies or any of their respective Subsidiaries or their respective Affiliates in connection with the Transactions. (b) Buyers acknowledge and agree that that, except for the representations and warranties contained expressly set forth in Article III, II of this Agreement (as qualified by the Seller Disclosure Letter with respect thereto) and in the Ancillary Agreements and in any certificate delivered pursuant to Article VI hereunder or any letter of transmittal related to the Sharesthereunder, none of Sellers, the Company, any of its Subsidiaries, Companies or any stockholder or Representative of the Company or any of its Subsidiaries makes or other Person has made any express or implied representation or warrantywarranty with respect to Sellers, either express or implied, concerning the Company or its Subsidiaries Companies or any of their respective assets Subsidiaries or properties their respective Affiliates (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or the transactions contemplated by this Agreement. To the fullest extent permitted by any other applicable Law, except including the warranties of merchantability and fitness for a particular purpose) and Buyers have not relied on any representation or warranty other than those expressly set forth in Article II of this Agreement (as qualified by the Seller Disclosure Letter with respect thereto) and in the Ancillary Agreements and in any certificate delivered hereunder or thereunder; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Section 3.11(b), nothing in this Section 3.11(b) shall limit Buyers’ remedies with respect to claims of Fraud or intentional breach in connection with, arising out of or otherwise related to the express written representations and warranties contained made by Sellers in Article III, this Agreement and in any Ancillary Agreement and in any certificate delivered pursuant hereunder. Without limiting the generality of the foregoing, Buyers acknowledge and agree that they have not relied on any other information provided, or made available, to Article VI Buyers or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub their Subsidiaries or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives Affiliates in connection with the Merger Transactions, and that none of Sellers, the Companies, any of their respective Affiliates or any other transactions contemplated hereby. Each Person shall be subject to any liability to Buyers or any other Person resulting from (i) any misrepresentation or omission by Sellers, the Companies, any of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and their respective Affiliates or any other Person with respect to its knowledge, it has been furnished withany such information or (ii) Buyers’ use of, or given adequate access tothe use by any of its Affiliates or any other Person of, all any such information, including information, documents, projections, forecasts or other material made available to Buyers, its Affiliates or their respective Representatives in any “data rooms,” teaser, confidential information memorandum, management presentations or otherwise in connection with the Transactions, unless any such information is expressly and materials relating specifically included in a representation or warranty contained in Article II of this Agreement (as qualified by the Seller Disclosure Letter with respect thereto) or in an Ancillary Agreement or other instrument delivered hereunder or thereunder. For the avoidance of doubt, the Parties acknowledge that nothing in this Section 3.11(b) shall be deemed to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent limit any representation or Merger Sub has warranty made of them concerning the Company and its Subsidiariesin Article II or in Ancillary Agreement or any certificate or other instrument delivered hereunder or thereunder.

No Other Representations or Warranties. Parent Seller acknowledges and Merger Sub acknowledge and agree that agrees that, except for the representations and warranties contained expressly set forth in Article IIIIV of this Agreement and in the Ancillary Agreements, neither Buyer nor any certificate delivered pursuant other Person has made any express or implied representation or warranty with respect to Article VI the Transaction or any letter of transmittal related other transaction contemplated by this Agreement or the Ancillary Agreements or with respect to the Shares, none accuracy or completeness of the Company, any of its Subsidiariesother information provided, or any stockholder or Representative of the Company made available, to Seller or any of its Subsidiaries makes or their respective Affiliates in connection with the Transaction and the other transactions contemplated by this Agreement or the Ancillary Agreements, and Seller has made not relied on any representation or warrantywarranty other than those expressly set forth in Article IV of this Agreement and in the Ancillary Agreements. Without limiting the generality of the foregoing sentence, either express Seller acknowledges and agrees that it has not relied on any other information provided, or impliedmade available, concerning the Company to Seller or any of its Subsidiaries or any of their respective assets or properties or Affiliates in connection with the Transaction and the other transactions contemplated by this Agreement. To the fullest extent permitted , and that neither Buyer nor any of its Affiliates or any other Person shall be subject to any liability to Seller or any other Person resulting from (a) any misrepresentation or omission by applicable Law, except Buyer or its Affiliates or any other Person with respect to such information or (b) Seller’s use of, or the use by any of its Affiliates or any other Person of, any such information, unless any such information is expressly and specifically included in a representation or warranty set forth in Article IV of this Agreement or in an Ancillary Agreement. The provisions of this Section 3.23 shall not, and shall not be deemed or construed to, prevent, impede, waive or release any claims for Fraud in the making of the representations and warranties contained set forth in Article III, IV or in any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiariesherewith.

No Other Representations or Warranties. Parent Except for the representations and warranties expressly set forth in this Article 4, none of BRF, Merger Sub or any of their Affiliates nor any other Person on behalf of any of them is making or has made any express or implied representation or warranties of any kind or nature whatsoever, including with respect to BRF, its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company, the Company Subsidiaries or any of their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof, and BRF and Merger Sub hereby expressly disclaim any such other representations or warranties. BRF and Merger Sub acknowledge and agree that that, except for the representations and warranties contained made by the Company in Article IIIthis Agreement (as qualified by the applicable items disclosed in the Company Disclosure Letter), neither the Company nor any certificate delivered pursuant other Company Related Party is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to Article VI or any letter of transmittal related to the Shares, none of the Company, any of its Subsidiaries, or any stockholder or Representative on behalf of the Company or any of its Subsidiaries makes the Company Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or has made financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any representation or warranty, either express or implied, concerning information regarding the Company or its any of the Company Subsidiaries or any of their respective assets other matter furnished or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect provided to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent BRF or Merger Sub or their respective AffiliatesMade Available to BRF, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in any management presentations or in any other form in expectation of, or in connection with with, this Agreement or the Merger and the other transactions contemplated herebyTransactions. Each of Parent BRF and Merger Sub acknowledges are not relying and agrees thatspecifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person, as and acknowledge and agree that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. BRF and Merger Sub have conducted their own independent investigation of the date hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company Transactions and have answered all inquiries that Parent or Merger Sub has made of them concerning had an opportunity to discuss and ask questions regarding the Company Company’s and its Subsidiaries’ businesses with the management of the Company.