Common use of No Other Representations Clause in Contracts

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTS, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS.

No Other Representations. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE III AND THIS ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES), NONE OF THE SELLER, NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES, MAKE AND HAVE MADE ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WHETHER MADE BY THE SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, MANAGERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES, AS TO THE CONDITION, VALUE, PROBABLE SUCCESS, PROFITABILITY OR QUALITY OF THEIR RESPECTIVE BUSINESSES OR ASSETS, AND, EXCEPT AS SET FORTH IN ARTICLE III AND ARTICLE IV, SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THEIR ASSETS, ANY PART THEREOF, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT WORKMANSHIP THEREOF, AND THE COMMERCIAL AGREEMENTSABSENCE OF ANY DEFECTS THEREIN, THE WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN ACQUIRED “AS IS, WHERE IS” BASISON THE CLOSING DATE, AND NEITHER IN THEIR PRESENT CONDITION, NOTWITHSTANDING THE SELLERS NOR ANY OTHER PERSON MAKES ANY REPRESENTATION DELIVERY OR WARRANTY, EXPRESS DISCLOSURE TO BUYER OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS INFORMATION (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA).

No Other Representations. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE BY THE COMPANY IN THIS AGREEMENT AND SECTION 3.1, NONE OF THE COMMERCIAL AGREEMENTS, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS EVO PARTIES OR THEIR SUBSIDIARIES NOR ANY AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH IMPLIED REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERSEVO PARTIES, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERSSUBSIDIARIES, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS, OR OTHERWISE, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE NOTEHOLDER OR ANY OF ITS RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE ASSETS (INCLUDING FOREGOING. EXCEPT FOR THE SITES REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE EASEMENTS COMPANY IN THIS SECTION 3.1, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE FACILITIESCOMPANY, EASEMENT FACILITIESITS SUBSIDIARIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS ANY AFFILIATE AND EQUIPMENT LOCATED ON THE SITES REPRESENTATIVE THEREOF AND THE EASEMENTS) AND THE BUSINESSANY OTHER PERSON.

No Other Representations. EXCEPT FOR NOTWITHSTANDING ANYTHING HEREIN TO THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND CONTRARY, IT IS THE COMMERCIAL AGREEMENTS, EXPLICIT INTENT OF THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND PARTIES HERETO THAT NEITHER THE SELLERS COMPANY, ANY OF ITS SUBSIDIARIES NOR ANY OTHER PERSON MAKES OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTYWARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN BEYOND THOSE EXPRESSLY GIVEN IN THIS ARTICLE IV, ANY RELATED DOCUMENT OR ORALIN THE CERTIFICATE DELIVERED BY THE COMPANY PURSUANT TO SECTION 8.2(c) AND, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE IV, ANY RELATED DOCUMENT OR IN THE CERTIFICATE DELIVERED BY THE COMPANY PURSUANT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENTSECTION 8.2(c), WHETHER IT IS UNDERSTOOD THAT PARENT AND MERGER SUB TAKE THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES, AS IS AND WHERE IS WITH ALL FAULTS AS OF THE CLOSING AND WITH ANY AND ALL DEFECTS. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE IV, ANY RELATED DOCUMENT OR IN THE CERTIFICATE DELIVERED BY THE SELLERSCOMPANY PURSUANT TO SECTION 8.2(c), THEIR IT IS UNDERSTOOD THAT ANY ESTIMATES, FORECASTS, PROJECTIONS OR OTHER PREDICTIONS AND ANY OTHER INFORMATION OR MATERIALS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED OR MADE AVAILABLE TO PARENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES (INCLUDING IN ANY CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT, ANY DOCUMENTS IN THE DATA ROOM, OR ANY PRESENTATION BY THE COMPANY OR ANY OF ITS AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR RESPECTIVE REPRESENTATIVES OR MANAGEMENT OF THE COMPANY OR OTHERWISE) ARE NOT, AND SHALL NOT BE DEEMED TO BE, REPRESENTATIONS AND WARRANTIES OF THE COMPANY OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSOF ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSAGREEMENT, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ON BEHALF OF SELLERS, AND SELLERS DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES SELLERS OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, SHAREHOLDERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR AS TO THE COMPANY’S BUSINESS, ASSETS OR OPERATIONS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER, ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO THE FOREGOING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER EXPRESSLY UNDERSTANDS AND AGREES THAT SELLERS HAVE NOT MADE AND DO NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE QUALITY, PHYSICAL CONDITION, EXPENSES, LEGAL STATUS, VALUE, UTILITY OR POTENTIAL OF THE COMPANY’S ASSETS, ITS BUSINESS, OR ANY OTHER MATTER OR THING AFFECTING OR RELATING TO THE COMPANY’S ASSETS, ITS BUSINESS OR THIS AGREEMENT (INCLUDING INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY, SUITABILITY, MERCHANTABILITY AND/OR A FITNESS FOR A PARTICULAR PURPOSE) WHICH MIGHT BE PERTINENT IN CONSIDERING WHETHER TO PURCHASE THE SITES STOCK OR TO MAKE AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSENTER INTO THIS AGREEMENT.

No Other Representations. (a) SELLERS UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THE REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT EXPRESSLY SET FORTH IN ARTICLE V AND SECTION 12.20(B) OF THIS AGREEMENT, RESPECTIVELY, AND IN THE OTHER APPLICABLE TRANSACTION DOCUMENTS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF ANY KIND OF BUYER, THE PARENT, ANY OF THEIR AFFILIATES AND ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON TO SELLERS, THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES WITH RESPECT TO BUYER, PARENT, ANY OF THEIR RESPECTIVE AFFILIATES, THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, 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), THIS AGREEMENT, THE TRANSACTIONS, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING BUYER, PARENT OR ANY OF THEIR RESPECTIVE AFFILIATES, THEIR RESPECTIVE BUSINESSES, OR ANY OTHER MATTER, FURNISHED OR MADE AVAILABLE TO (OR OTHERWISE ACQUIRED BY) SELLERS, THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, INCLUDING WITH RESPECT TO ANY ERRORS THEREIN OR OMISSIONS THEREFROM, OR AS TO THE FUTURE REVENUE, PROFITABILITY OR SUCCESS OF BUYER, PARENT, THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE BUSINESSES (INCLUDING THE FINANCIAL INFORMATION, PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS OF BUYER, PARENT, ANY OF THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE BUSINESSES, IN EACH CASE, IN EXPECTATION OR FURTHERANCE OF THE TRANSACTIONS), AND SELLERS IRREVOCABLY UNDERSTAND, ACKNOWLEDGE AND AGREE THAT ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WHETHER WRITTEN OR ORAL, STATUTORY OR OTHERWISE, ARE SPECIFICALLY AND EXPRESSLY DISCLAIMED BY BUYER, PARENT, THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES. (b) NONE OF SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS RELIED ON, AND NONE ARE RELYING ON, ANY REPRESENTATIONS OR WARRANTIES FROM THE BUYER, THE PARENT OR ANY OF THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON IN DETERMINING TO ENTER INTO THIS AGREEMENT AND THE APPLICABLE TRANSACTION DOCUMENTS, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE IN ARTICLE V AND SECtion 12.20(B) OF THIS AGREEMENT AND THE COMMERCIAL AGREEMENTS, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSAGREEMENT.

No Other Representations. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND ARTICLE 3 (AS MODIFIED BY THE COMMERCIAL AGREEMENTS, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTSSELLER DISCLOSURE SCHEDULES) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS ISIN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, WHERE IS” BASIS, AND NEITHER THE SELLERS SELLER, A SELLER RELATED PARTY NOR ANY OTHER PERSON MAKES MAKE, OR HAVE MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY GROUP, THE BUSINESS OF THE COMPANY GROUP OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES TO THE SELLER AND THE SELLER RELATED PARTIES’ EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE SELLER OR THE SELLER RELATED PARTIES OR THEIR RESPECTIVE REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PURCHASER OR ITS EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER OR ITS EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES BY SELLER, ANY SELLER RELATED PARTY OR ANY OF THEIR REPRESENTATIVES). PURCHASER ACKNOWLEDGES AND AGREES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS, LIABILITIES AND BUSINESS OF THE COMPANY GROUP AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, PURCHASER RELIED SOLELY ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN ARTICLE 3 (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES) AND IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE SELLER DOES NOT MAKE, NOR HAS ANY OTHER PERSON MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN WITH RESPECT TO ANY FINANCIAL PROJECTION OR ORALFORECAST DELIVERED TO PURCHASER OR ITS EQUITYHOLDERS, AND INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS PERFORMANCE OF THE COMPANY GROUP OR THE BUSINESS OF THE COMPANY GROUP WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE SELLER DOES NOT MAKE, NOR HAS MADE (OR HAS AUTHORIZED ANY SUCH OTHER PERSON TO MAKE ON THEIR BEHALF), ANY REPRESENTATION OR WARRANTY TO PURCHASER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY GROUP OR THE BUSINESS OF THE COMPANY GROUP. PURCHASER SHALL ACQUIRE THE COMPANY GROUP (INCLUDING I) WITHOUT LIMITATION ANY WARRANTY OF REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR NON-INFRINGEMENTCONDITION OF THE COMPANY GROUP, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 3 (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES) AND IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT. WITH THE EXCEPTION OF ANY CLAIM BY PURCHASER FOR WILLFUL MISREPRESENTATIONS WHICH WOULD CONSTITUTE COMMON LAW FRAUD UNDER DELAWARE LAW, PURCHASER HEREBY WAIVES, ON BEHALF OF ITSELF AND ITS AFFILIATES (INCLUDING, AFTER THE CLOSING, THE COMPANY GROUP), FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE SELLER, ANY OF THE SELLER RELATED PARTIES AND ANY OF THEIR REPRESENTATIVES, AND AGREES NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, RELATING TO THE OPERATION OF THE COMPANY GROUP OR THE BUSINESS OF THE COMPANY GROUP OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN, THE SCHEDULES AND EXHIBITS HERETO AND ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER DOCUMENTS DELIVERED IN CONNECTION HEREWITH) AND THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER ARISING UNDER OR BASED UPON ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION OR OTHERWISE (INCLUDING ANY RIGHT, WHETHER ARISING AT LAW OR IN EQUITY, TO SEEK INDEMNIFICATION, CONTRIBUTION, COST RECOVERY, DAMAGES, OR ANY OTHER RECOURSE OR REMEDY, INCLUDING AS MAY ARISE UNDER COMMON LAW). FURTHERMORE, WITHOUT LIMITING THE GENERALITY OF THIS SECTION 6.4 NO ACTION, CAUSE OF ACTION, CLAIM, CROSS-CLAIM OR THIRD-PARTY CLAIM OR LEGAL PROCEEDING OF ANY KIND (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) SHALL BE BROUGHT OR MAINTAINED BY THE SELLERS, THEIR AFFILIATES PURCHASER OR ANY OF ITS OR THEIR OFFICERSAFFILIATES (INCLUDING, DIRECTORSAFTER THE CLOSING, PARTNERSTHE COMPANY GROUP) AGAINST THE SELLER, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES ANY SELLER RELATED PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, AND NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, BY VIRTUE OF OR BASED UPON (I) ANY ALLEGED MISREPRESENTATION OR INACCURACY IN OR BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH OR CONTAINED IN THIS AGREEMENT, ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER PERSONDOCUMENTS DELIVERED HEREUNDER, WITH RESPECT THE EXHIBITS AND DISCLOSURE SCHEDULE HERETO OR THE SUBJECT MATTER HEREOF OR THEREOF, OR (II) THE BUSINESS OF THE COMPANY GROUP, THE OWNERSHIP, OPERATION, MANAGEMENT, USE OR CONTROL OF THE COMPANY GROUP AND/OR THE BUSINESS OF THE COMPANY GROUP, ANY OF THEIR ASSETS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACTIONS OR OMISSIONS AT OR PRIOR TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIESCLOSING DATE, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSEXCEPT THAT PURCHASER SHALL NOT BE PRECLUDED FROM BRINGING ANY CLAIM FOR WILLFUL MISREPRESENTATIONS WHICH WOULD CONSTITUTE COMMON LAW FRAUD UNDER DELAWARE LAW.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND ARTICLE 3 (AS MODIFIED BY THE COMMERCIAL AGREEMENTS, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTSNNL DISCLOSURE SCHEDULES)) AND IN THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS ISTRANSACTION DOCUMENTS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR ANY NNL MAKES NO OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH IMPLIED REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION WITH RESPECT TO NNL, THE PURCHASED SHARES, THE COMPANY, THE RESPECTIVE BUSINESS OF NNL OR THE COMPANY OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND ANY WARRANTY OF MERCHANTABILITYOTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, FITNESS FOR A PARTICULAR PURPOSE, AND NNL DISCLAIMS ANY OTHER REPRESENTATIONS OR NON-INFRINGEMENT)WARRANTIES, WHETHER MADE BY THE SELLERS, THEIR AFFILIATES NNL OR ANY OF ITS OR THEIR AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTSAGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 3 (AS MODIFIED BY THE NNL DISCLOSURE SCHEDULES) OR IN THE TRANSACTION DOCUMENTS, MEMBERS NNL HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR REPRESENTATIVES INFORMATION MADE, COMMUNICATED, OR ANY OTHER PERSON, WITH RESPECT FURNISHED (ORALLY OR IN WRITING) TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSPURCHASER OR ITS AFFILIATES OR REPRESENTATIVES.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SPECIFICALLY CONTAINED IN ARTICLE III OR A WRITING DELIVERED BY A SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSAGREEMENT, NONE OF SELLERS, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR COMPANIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYWARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS TRANSACTIONS CONTEMPLATED HEREBY OR THE CONDITION (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE COMPANIES, THE RESORTS OR SELLERS. IN ADDITION, EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLE III, NONE OF SELLERS, THE COMPANIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE BUYER, INCLUDING IN ANY “DATA ROOMS,” IN CONNECTION WITH ANY MANAGEMENT PRESENTATIONS, OR IN CONNECTION WITH ANY OTHER MATTER (INCLUDING, WITHOUT LIMITATION, THE PROVISION OF ANY BUSINESS OR FINANCIAL ESTIMATES AND PROJECTIONS AND OTHER FORECASTS AND PLANS (INCLUDING THE SITES AND REASONABLENESS OF THE EASEMENTS AND THE FACILITIESASSUMPTIONS UNDERLYING SUCH ESTIMATES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSPROJECTIONS OR FORECASTS)).

No Other Representations. EXCEPT FOR AS AND TO THE REPRESENTATIONS AND WARRANTIES CONTAINED EXTENT SET FORTH IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSARTICLE 3, THE ASSETS COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER TO PARENT AND MERGER SUB AND HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (INCLUDING ORALLY OR IN WRITING) TO PARENT OR MERGER SUB OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, ANY PROPERTY RECORD AND OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PARENT OR MERGER SUB BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE SITES AND EASEMENTS AND COMPANY OR ANY AFFILIATE THEREOF). SPECIFICALLY, AS PART OF (BUT NOT A LIMITATION OF) THE FACILITIESFOREGOING, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND PARENT OR MERGER SUB ACKNOWLEDGE THAT NEITHER THE SELLERS COMPANY NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORALHAS MADE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS COMPANY HEREBY EXPRESSLY DISCLAIMS, ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF EXPRESS, IMPLIED, UNDER COMMON LAW, BY STATUTE OR OTHERWISE) RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT)CONFORMITY TO MODEL OR SAMPLES OF MATERIALS, WHETHER BY THE SELLERSVALUE OF, THEIR AFFILIATES OR ASSIGNABILITY OF, THE RIGHT TO OPERATE ANY OF THE ASSETS, THE EXTENT OF OIL, GAS AND/OR OTHER MINERAL RESERVES, THE RECOVERABILITY OF OR THE COST OF ANTICIPATED PRICES AT WHICH PRODUCTION HAS BEEN OR WILL BE SOLD AND THE ABILITY TO SELL OIL OR GAS PRODUCTION FROM THE COMPANY’S OIL AND GAS INTERESTS. BY ITS ACTIONS IN CLOSING THE TRANSACTIONS CONTEMPLATED HEREBY, PARENT AND MERGER SUB ACKNOWLEDGE (OR THEIR OFFICERSSHALL BE DEEMED TO HAVE ACKNOWLEDGED) THAT THEY HAVE BEEN PROVIDED ACCESS TO ALL COMPANY ASSETS AND TO ALL RECORDS, DIRECTORSPROPERTY RECORDS AND OTHER FILES, PARTNERSINFORMATION AND DATA TO WHICH THEY REQUESTED ACCESS, PRINCIPALSALL IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT THAT THEY HAVE BEEN PROVIDED THE RIGHT TO SATISFY THEMSELVES AS TO THE ASSETS (INCLUDING PHYSICAL AND ENVIRONMENTAL CONDITION OF THE SITES ASSETS, BOTH SURFACE AND SUBSURFACE, AND THAT PARENT AND MERGER SUB SHALL ACCEPT ALL OF THE EASEMENTS AND THE FACILITIESSAME IN THEIR “AS IS, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSWHERE IS” CONDITION.

No Other Representations. (a) EACH OF THE SELLERS, BLOCKER PARENTS AND BLOCKERS SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT ARTICLE IV AND ARTICLE V (EACH AS MODIFIED BY THE COMMERCIAL AGREEMENTSENDEAVOR DISCLOSURE SCHEDULES), NONE OF THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS ENDEAVOR PARTIES NOR ANY OTHER PERSON MAKES MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENDEAVOR PARTIES OR THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE SELLERS, BLOCKER PARENTS AND BLOCKERS SPECIFICALLY ACKNOWLEDGES AND AGREES TO THE ENDEAVOR PARTIES’ EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES (OTHER THAN THOSE CONTAINED IN ARTICLE IV AND ARTICLE V (EACH AS MODIFIED BY THE ENDEAVOR DISCLOSURE SCHEDULES)), WHETHER MADE BY THE ENDEAVOR PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF THE SELLERS, BLOCKER PARENTS, BLOCKERS OR THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY SELLER, BLOCKER PARENT, BLOCKER OR ITS RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES BY ANY REPRESENTATIVE OR AFFILIATE OF THE ENDEAVOR PARTIES). EACH OF THE SELLERS, BLOCKER PARENTS AND BLOCKERS ACKNOWLEDGES AND AGREES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS, LIABILITIES AND BUSINESS OF THE ENDEAVOR PARTIES AND THEIR RESPECTIVE SUBSIDIARIES AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, SUCH SELLER, BLOCKER PARENT OR BLOCKER HAS RELIED SOLELY ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE ENDEAVOR PARTIES SET FORTH IN ARTICLE IV AND ARTICLE V (EACH AS MODIFIED BY THE ENDEAVOR DISCLOSURE SCHEDULES) AND NOT ANY OTHER MATTERS OTHER THAN AS SET FORTH IN THIS SENTENCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV AND ARTICLE V (EACH AS MODIFIED BY THE ENDEAVOR DISCLOSURE SCHEDULES) NONE OF THE ENDEAVOR PARTIES, THEIR RESPECTIVE SUBSIDIARIES, NOR ANY OTHER PERSON HAS MADE OR IS MAKING AN EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE ENDEAVOR PARTIES, THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION, RECORDS OR DATA NOW, HERETOFORE OR HEREAFTER MADE AVAILABLE TO THE SELLERS, BLOCKER PARENTS, BLOCKERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EACH OF THE SELLERS, BLOCKER PARENTS AND BLOCKERS SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE ENDEAVOR PARTIES DO NOT MAKE, NOR HAVE MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN WITH RESPECT TO ANY FINANCIAL PROJECTION OR ORALFORECAST DELIVERED TO SELLER, AND BLOCKER PARENT, BLOCKER OR ITS EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS PERFORMANCE OF THE ENDEAVOR PARTIES OR THEIR RESPECTIVE SUBSIDIARIES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EACH OF THE SELLERS, BLOCKER PARENTS AND BLOCKERS SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE ENDEAVOR PARTIES DO NOT MAKE, NOR HAVE MADE (OR HAS AUTHORIZED ANY SUCH OTHER PERSON TO MAKE ON ITS BEHALF), ANY REPRESENTATION OR WARRANTY TO ANY SELLER, BLOCKER PARENT OR BLOCKER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE ENDEAVOR PARTIES OR THEIR RESPECTIVE SUBSIDIARIES. EACH SELLER OR BLOCKER SHALL ACQUIRE THE ACQUIRED SECURITIES (INCLUDING I) WITHOUT LIMITATION ANY WARRANTY OF REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR NON-INFRINGEMENTCONDITION OF THE ENDEAVOR PARTIES, THEIR RESPECTIVE SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV AND ARTICLE V (EACH AS MODIFIED BY THE ENDEAVOR DISCLOSURE SCHEDULES), WHETHER BY . (b) EACH OF THE SELLERS, BLOCKER PARENTS AND BLOCKERS HEREBY WAIVES, ON BEHALF OF ITSELF AND ITS AFFILIATES, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE EQUITYHOLDERS OF THE ENDEAVOR PARTIES, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF ITS EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR THEIR OFFICERS, DIRECTORS, GENERAL PARTNERS, PRINCIPALSMEMBERS, EMPLOYEES, AGENTS, MEMBERS AFFILIATES OR REPRESENTATIVES OF ANY OF THE FOREGOING, AND AGREES NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, RELATING TO THIS AGREEMENT (INCLUDING THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN, THE SCHEDULES AND EXHIBITS HERETO AND ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER DOCUMENTS DELIVERED IN CONNECTION HEREWITH) AND THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER ARISING UNDER OR BASED UPON ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION OR OTHERWISE (INCLUDING ANY RIGHT, WHETHER ARISING AT LAW OR IN EQUITY, TO SEEK INDEMNIFICATION, CONTRIBUTION, COST RECOVERY, DAMAGES, OR ANY OTHER PERSONRECOURSE OR REMEDY, WITH RESPECT TO INCLUDING AS MAY ARISE UNDER COMMON LAW). FURTHERMORE, WITHOUT LIMITING THE ASSETS GENERALITY OF THIS SECTION 11.2, NO ACTION, CAUSE OF ACTION, CLAIM, CROSS-CLAIM OR THIRD-PARTY CLAIM OR LEGAL PROCEEDING OF ANY KIND (INCLUDING WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) SHALL BE BROUGHT OR MAINTAINED BY ANY SELLER, BLOCKER PARENT, BLOCKER OR ANY OF THEIR RESPECTIVE AFFILIATES AGAINST THE SITES EQUITYHOLDERS OF THE ENDEAVOR PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES OF ANY OF THE FOREGOING, AND NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, BY VIRTUE OF OR BASED UPON ANY ALLEGED MISREPRESENTATION OR INACCURACY IN OR BREACH OF ANY OF THE EASEMENTS REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH OR CONTAINED IN THIS AGREEMENT, ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER DOCUMENTS DELIVERED HEREUNDER OR THE EXHIBITS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSSCHEDULES HERETO.

No Other Representations. EACH PARTY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND ARTICLE IV OR ARTICLE V (AS MODIFIED BY THE COMMERCIAL AGREEMENTSBLUE DISCLOSURE SCHEDULE OR THE GREEN DISCLOSURE SCHEDULE, AS APPLICABLE), NONE OF THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR PARTIES OR ANY OTHER PERSON MAKES MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BLUE, GREEN OR THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTIONS. EACH PARTY HEREBY DISCLAIMS, AND SPECIFICALLY ACKNOWLEDGES AND AGREES TO THE DISCLAIMER OF, ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY A PARTY OR ANY OF ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE STOCKHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY SUCH OTHER REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY PARTY OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY OF THEM). EACH PARTY ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS, EACH OF THE PARTIES HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EACH OF THE PARTIES SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NO PARTY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN WITH RESPECT TO ANY FINANCIAL PROJECTION OR ORAL, AND FORECAST DELIVERED TO THE MAXIMUM OTHER PARTY OR ITS AFFILIATES OR REPRESENTATIVES. EACH PARTY HEREBY WAIVES, ON BEHALF OF ITSELF AND ITS AFFILIATES, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED BY UNDER APPLICABLE LAW DISCLAIMS LAW, ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY AND ALL RIGHTS, CLAIMS AND CAUSES OF MERCHANTABILITYACTION IT MAY HAVE AGAINST THE OTHER, FITNESS FOR A PARTICULAR PURPOSEITS STOCKHOLDERS, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OFFICER, DIRECTOR, MANAGER, MEMBER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ITS ANY OF THE FOREGOING AND AGREES NO RECOURSE SHALL BE SOUGHT OR THEIR OFFICERSGRANTED AGAINST ANY OF THEM, DIRECTORSRELATING TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE REPRESENTATIONS, PARTNERSWARRANTIES AND COVENANTS CONTAINED HEREIN, PRINCIPALSAND ANY CERTIFICATE, EMPLOYEESINSTRUMENT, AGENTSOPINION OR OTHER DOCUMENTS DELIVERED HEREUNDER) AND THE TRANSACTIONS, MEMBERS WHETHER ARISING UNDER OR REPRESENTATIVES BASED UPON ANY FEDERAL, STATE, LOCAL OR FOREIGN LAW OR OTHERWISE (INCLUDING ANY RIGHT, WHETHER ARISING AT LAW OR IN EQUITY, TO SEEK INDEMNIFICATION, CONTRIBUTION, COST RECOVERY, DAMAGES, OR ANY OTHER PERSONRECOURSE OR REMEDY, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSAS MAY ARISE UNDER COMMON LAW).

No Other Representations. (a) PARENT, MERGER SUB AND SISTER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 3 (FOR THE PURPOSE OF THIS AGREEMENT SECTION 12.01(a), AS MODIFIED PURSUANT TO THIS AGREEMENT) AND ARTICLE 4, NONE OF THE COMMERCIAL AGREEMENTSCOMPANY, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIESCOMPANY SHAREHOLDERS, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR MJM OR ANY OTHER PERSON MAKES MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY, ITS SUBSIDIARIES OR THE COMPANY SHAREHOLDERS, MJM OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS. PARENT, MERGER SUB AND SISTER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE TO THE COMPANY’S, THE COMPANY SHAREHOLDERS’ AND MJM’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE COMPANY OR ITS SUBSIDIARIES, THE COMPANY SHAREHOLDERS, MJM OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PARENT, MERGER SUB, SISTER SUB OR THEIR AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PARENT, MERGER SUB, SISTER SUB OR THEIR AFFILIATES BY ANY REPRESENTATIVE OF THE COMPANY, THE COMPANY SHAREHOLDERS, MJM OR ANY OF THEIR RESPECTIVE AFFILIATES). IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, PARENT, MERGER SUB AND SISTER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NONE OF THE COMPANY, ITS SUBSIDIARIES, THE COMPANY SHAREHOLDERS OR MJM HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN WITH RESPECT TO ANY FINANCIAL PROJECTION OR ORALFORECAST DELIVERED TO PARENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION BUYER, MERGER SUB OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR THEIR OFFICERSAFFILIATES EITHER BEFORE OR AFTER THE CLOSING DATE. PARENT, DIRECTORSMERGER SUB AND SISTER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, PARTNERSEXCEPT AS SET FORTH IN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 3 (FOR THE PURPOSE OF THIS SECTION 12.01(a), PRINCIPALSAS MODIFIED PURSUANT TO THIS AGREEMENT) AND ARTICLE 4 (FOR THE PURPOSE OF THIS SECTION 12.01(a), EMPLOYEESAS MODIFIED PURSUANT TO THIS AGREEMENT), AGENTSNONE OF THE COMPANY, MEMBERS ITS SUBSIDIARIES, ANY COMPANY SHAREHOLDER OR REPRESENTATIVES MJM MAKES, NOR HAS MADE, ANY REPRESENTATIONS OR WARRANTIES TO PARENT, MERGER SUB OR SISTER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. PARENT, MERGER SUB AND SISTER SUB SHALL ACQUIRE THE COMPANY (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 3 (FOR THE PURPOSE OF THIS SECTION 12.01(a), AS MODIFIED PURSUANT TO THIS AGREEMENT) AND ARTICLE 4 (FOR THE PURPOSE OF THIS SECTION 12.01(a), AS MODIFIED PURSUANT TO THIS AGREEMENT). OTHER THAN WITH RESPECT TO FRAUD, EACH OF PARENT, MERGER SUB AND SISTER SUB HEREBY WAIVES, ON BEHALF OF ITSELF, ITS SUBSIDIARIES (INCLUDING AFTER THE CLOSING, THE SURVIVING COMPANY) AND ITS AND THEIR RESPECTIVE AFFILIATES, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE COMPANY SHAREHOLDERS, MJM AND THE SHAREHOLDER REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OFFICER, DIRECTOR, SHAREHOLDER, TRUSTEE, MANAGER, MEMBER OR PARTNER OF ANY OF THE FOREGOING, AND AGREES NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, RELATING TO THE OPERATION OF THE COMPANY OR ITS BUSINESSES PRIOR TO THE CLOSING OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN, AND ANY DOCUMENT DELIVERED HEREUNDER) AND THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER ARISING UNDER OR BASED UPON ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION OR OTHERWISE, IN EACH CASE, EXCEPT ANY CLAIM FOR BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER AGREEMENT THAT SURVIVES THE CLOSING UNDER THIS AGREEMENT OR ANY INDEMNIFICATION CLAIMS THAT MAY BE BROUGHT SOLELY IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 11. (b) THE COMPANY, THE COMPANY SHAREHOLDERS AND MJM, SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 5 (FOR THE PURPOSE OF THIS SECTION 12.01(b), AS MODIFIED PURSUANT TO THIS AGREEMENT), NONE OF THE PARENT, MERGER SUB, SISTER SUB OR ANY OTHER PERSONPERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PARENT OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS. THE COMPANY, THE COMPANY SHAREHOLDERS AND MJM SPECIFICALLY ACKNOWLEDGE AND AGREE TO PARENT’S, MERGER SUB’S AND SISTER SUB’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY PARENT OR ITS SUBSIDIARIES, MERGER SUB, SISTER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE COMPANY, THE COMPANY SHAREHOLDERS, MJM OR THEIR AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE COMPANY, THE COMPANY SHAREHOLDERS, MJM OR THEIR AFFILIATES BY ANY REPRESENTATIVE OF PARENT OR ANY OF ITS AFFILIATES). IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, THE COMPANY, THE COMPANY SHAREHOLDERS AND MJM SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NONE OF PARENT, ITS SUBSIDIARIES, MERGER SUB OR SISTER SUB HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO THE ASSETS COMPANY, THE COMPANY SHAREHOLDERS OR MJM OR THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF PARENT OR ITS SUBSIDIARIES EITHER BEFORE OR AFTER THE CLOSING DATE. THE COMPANY, THE COMPANY SHAREHOLDERS AND MJM SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, EXCEPT AS SET FORTH IN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 5 (FOR THE PURPOSE OF THIS SECTION 12.01(b), AS MODIFIED PURSUANT TO THIS AGREEMENT), NONE OF PARENT, MERGER SUB OR SISTER SUB MAKES, NOR HAS MADE, ANY REPRESENTATIONS OR WARRANTIES TO THE COMPANY, THE COMPANY SHAREHOLDERS OR MJM REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF PARENT OR ITS SUBSIDIARIES. OTHER THAN WITH RESPECT TO FRAUD, EACH OF THE COMPANY, THE COMPANY SHAREHOLDERS AND MJM HEREBY WAIVES, ON BEHALF OF ITSELF, ITS SUBSIDIARIES (INCLUDING AFTER THE CLOSING, THE SURVIVING COMPANY) AND ITS AND THEIR RESPECTIVE AFFILIATES, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST PARENT OR ANY OF ITS AFFILIATES OR ANY OFFICER, DIRECTOR, SHAREHOLDER, TRUSTEE, MANAGER, MEMBER OR PARTNER OF ANY OF THE FOREGOING, AND AGREES NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, RELATING TO THE OPERATION OF PARENT OR ITS BUSINESSES PRIOR TO THE CLOSING OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE SITES REPRESENTATIONS, WARRANTIES AND THE EASEMENTS COVENANTS CONTAINED HEREIN, AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTSANY DOCUMENT DELIVERED HEREUNDER) AND THE BUSINESSTRANSACTIONS CONTEMPLATED HEREBY, WHETHER ARISING UNDER OR BASED UPON ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION OR OTHERWISE, IN EACH CASE, EXCEPT ANY CLAIM FOR BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER AGREEMENT THAT SURVIVES THE CLOSING UNDER THIS AGREEMENT OR ANY INDEMNIFICATION CLAIMS THAT MAY BE BROUGHT SOLELY IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 11.

No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND (AS QUALIFIED BY THE COMMERCIAL AGREEMENTSSCHEDULES), THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS SELLER NOR THE COMPANY NOR ANY OTHER PERSON MAKES MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE CORPORATION, THE COMPANY OR THE COMPANY’S SUBSIDIARIES OR THE TRANSACTIONS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO THE SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER OR ITS RESPECTIVE AFFILIATES OR REPRESENTATIVES BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE SELLER, THE CORPORATION, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE CORPORATION, THE COMPANY AND THE COMPANY’S SUBSIDIARIES AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS, BUYER HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER THE SELLER NOR THE COMPANY MAKES, NOR HAS EITHER MADE (NOR HAS EITHER AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE CORPORATION, THE COMPANY OR THE COMPANY’S SUBSIDIARIES OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. BUYER SHALL ACQUIRE THE CORPORATION, THE COMPANY AND THE COMPANY’S SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND AS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR NON-INFRINGEMENTCONDITION OF THE CORPORATION OR THE COMPANY OR THE COMPANY’S SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT (AS QUALIFIED BY THE SCHEDULES). BUYER HEREBY WAIVES, ON BEHALF OF ITSELF AND ITS AFFILIATES, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE SELLER, THE UNITHOLDERS, THE COMPANY OPTIONHOLDERS, THE EQUITYHOLDERS’ REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OFFICER, DIRECTOR, MANAGER, MEMBER, PARTNER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ANY OF THE FOREGOING RELATING TO THE OPERATION OF THE CORPORATION, THE COMPANY, THE COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER ARISING UNDER OR BASED UPON ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION OR OTHERWISE (INCLUDING ANY RIGHT, WHETHER ARISING AT LAW OR IN EQUITY, TO SEEK INDEMNIFICATION, CONTRIBUTION, COST RECOVERY, DAMAGES, OR ANY OTHER RECOURSE OR REMEDY, INCLUDING AS MAY ARISE UNDER COMMON LAW). FURTHERMORE, WITHOUT LIMITING THE GENERALITY OF THIS SECTION 10.1, FROM AND AFTER THE CLOSING, NO CLAIM SHALL BE BROUGHT OR MAINTAINED BY THE SELLERS, THEIR AFFILIATES BUYER OR ANY OF ITS RESPECTIVE SUBSIDIARIES OR AFFILIATES (INCLUDING, AFTER THE CLOSING, THE SURVIVING COMPANY AND EACH OF ITS SUBSIDIARIES) AGAINST THE SELLER, THE UNITHOLDERS, THE COMPANY OPTIONHOLDERS, THE EQUITYHOLDERS’ REPRESENTATIVE, ANY OF THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES RESPECTIVE AFFILIATES OR ANY OFFICER, DIRECTOR, MANAGER, MEMBER, PARTNER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ANY OF THE FOREGOING, AND NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, BY VIRTUE OF OR BASED UPON (I) ANY ALLEGED MISREPRESENTATION OR INACCURACY IN OR BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH OR CONTAINED IN THIS AGREEMENT, ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER PERSONDOCUMENTS DELIVERED HEREUNDER OR THE SUBJECT MATTER OF THIS AGREEMENT, OR (II) THE BUSINESS, THE OWNERSHIP, OPERATION, MANAGEMENT, USE OR CONTROL OF THE BUSINESS OF THE CORPORATION, THE COMPANY OR THE COMPANY’S SUBSIDIARIES, ANY OF THEIR ASSETS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACTIONS OR OMISSIONS AT OR PRIOR TO THE CLOSING DATE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVERS AND RESTRICTIONS SHALL NOT APPLY WITH RESPECT TO MATTERS THAT CANNOT BE WAIVED IN ACCORDANCE WITH LAW. NOTWITHSTANDING THE ASSETS FOREGOING, NOTHING IN THIS SECTION 10.1 SHALL BE CONSTRUED TO LIMIT THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING ARTICLE V AND ARTICLE VI (INCLUDING AS QUALIFIED BY THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSSCHEDULES).

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SPECIFICALLY CONTAINED IN THIS AGREEMENT AND ARTICLE IV: (A) NONE OF SELLER OR ANY OFFICER, DIRECTOR, EMPLOYEE, AFFILIATE, STOCKHOLDER, OR AGENT OF SELLER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE COMMERCIAL AGREEMENTSTRANSACTIONS OR THE BUSINESS, ASSETS OR CONDITION (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING SELLER, THE BUSINESS OR THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES, (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTSB) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS SELLER NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO BUYER (INCLUDING, WITHOUT LIMITATION, THE ASSETS PROVISION OF ANY BUSINESS OR FINANCIAL ESTIMATES AND PROJECTIONS AND OTHER FORECASTS AND PLANS (INCLUDING THE SITES REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES AND THE EASEMENTS PROJECTIONS AND THE FACILITIESFORECASTS)), EASEMENT FACILITIESAND (C) BUYER ACKNOWLEDGES THAT (1) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE ANY SUCH ESTIMATES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS PROJECTIONS AND EQUIPMENT LOCATED ON THE SITES OTHER FORECASTS AND THE EASEMENTS) AND THE BUSINESS.PLANS,

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE COMMERCIAL AGREEMENTSPARTIES HEREBY AGREE, THAT NONE OF THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR PARTIES OR ANY OTHER PERSON MAKES OF THEIR AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTYWARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS INCLUDING ANY SUCH IMPLIED REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF AS TO THE CONDITION, MERCHANTABILITY, VALUE, QUALITY, USAGE, SUITABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, APPARENT OR NON-INFRINGEMENT)LATENT DEFECTS OF ANY TYPE, WHETHER BY OR RISKS OR OTHER INCIDENTS OF THE SELLERSBUSINESS, THEIR AFFILIATES THE PROJECT, THE PROJECT SITE, THE PROJECT ASSETS, THE ASSUMED LIABILITIES OR ANY OF ITS PART THEREOF, EXCEPT THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III, ARTICLE IV AND ARTICLE IX, AS APPLICABLE TO A PARTY. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLER MAKES NO REPRESENTATION OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WARRANTY TO PURCHASER WITH RESPECT TO THE ASSETS (INCLUDING PROSPECTS, ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE SITES PURCHASED ASSETS; PROVIDED, THAT THIS SENTENCE SHALL NOT LIMIT THE EXPRESS REPRESENTATIONS AND THE EASEMENTS WARRANTIES OF SELLER CONTAINED IN ARTICLE III AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSARTICLE IX.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE IV, THE COMPANY AND THE COMMERCIAL AGREEMENTSSTOCKHOLDERS DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT MADE OR INFORMATION COMMUNICATED (WHETHER ORALLY OR IN WRITING, EXPRESS OR IMPLIED) TO BUYER, ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO BUYER, ITS AFFILIATES OR REPRESENTATIVES BY ANY STOCKHOLDER, PARTNER, DIRECTOR, OFFICER, EMPLOYEE, ACCOUNTING FIRM, LEGAL COUNSEL OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE OF ANY STOCKHOLDER OR THE COMPANY), INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE, OR QUALITY OF THE COMPANY’S BUSINESSES OR ITS ASSETS, AND THE COMPANY AND THE STOCKHOLDERS SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ITS ASSETS, ANY PART THEREOF, THE ASSETS (INCLUDING THE SITES AND EASEMENTS WORKMANSHIP THEREOF, AND THE FACILITIESABSENCE OF ANY DEFECTS THEREIN, EASEMENT FACILITIESWHETHER LATENT OR PATENT, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS ARE BEING SOLD HEREBY ON AN ACQUIRED “AS IS, WHERE IS” BASISON THE CLOSING DATE, AND NEITHER THE SELLERS NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORALIN ITS PRESENT CONDITION, AND TO BUYER SHALL RELY SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH IN THIS ARTICLE IV AND ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER CERTIFICATE DELIVERED BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSCOMPANY PURSUANT HERETO.

No Other Representations. ▇▇▇▇▇ UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND ARTICLE IV (AS MODIFIED BY THE COMMERCIAL AGREEMENTSDISCLOSURE SCHEDULES), THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EITHER WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE AT LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY IN EQUITY, IN RESPECT OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES EACH SELLER OR ANY OF ITS BUSINESSES, ASSETS, PROPERTIES OR THEIR OFFICERSLIABILITIES (INCLUDING THE BUSINESS, DIRECTORSTHE PURCHASED ASSETS AND THE ASSUMED LIABILITIES), PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER PERSONTRANSACTION DOCUMENT OR ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR THEREUNDER OR PURSUANT HERETO OR THERETO, EACH SELLER’S OR ANY OF ITS BUSINESSES’, ASSETS’, PROPERTIES’ OR LIABILITIES’, INCLUDING THE BUSINESS, THE PURCHASED ASSETS’ AND THE ASSUMED LIABILITIES’, CONDITION (FINANCIAL OR OTHERWISE), FUTURE OPERATIONS OR FINANCIAL RESULTS, ESTIMATES, PROJECTIONS, FORECASTS, PROBABILITY OF SUCCESS, PROFITABILITY, PLANS OR PROSPECTS (INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS, FORECASTS, PROBABILITY OF SUCCESS, PROFITABILITY, PLANS OR PROSPECTS) OR THE ACCURACY, COMPLETENESS, ABSENCE OR OMISSION OF ANY INFORMATION REGARDING EACH SELLER, THE BUSINESS, THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES (INCLUDING THE SITES HISTORICAL OR FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND THE EASEMENTS PROJECTED OPERATIONS THEREOF) PROVIDED OR MADE AVAILABLE TO BUYER OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES; AND, IN ENTERING INTO THIS AGREEMENT, BUYER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON AND THE FACILITIESIS NOT RELYING ON ANY REPRESENTATION, EASEMENT FACILITIESWARRANTY OR OTHER STATEMENT (WHETHER WRITTEN OR ORAL) MADE BY, STRUCTURESOR ON BEHALF OF EACH SELLER OR RELATING TO SUCH SELLER, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS, THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE BY THE COMPANY IN THIS AGREEMENT AND ARTICLE II (AS MODIFIED BY THE COMMERCIAL AGREEMENTSCOMPANY SCHEDULE), NEITHER THE COMPANY, ANY SUBSIDIARIES OF THE COMPANY, THE ASSETS (INCLUDING REPRESENTATIVE, ANY SELLER, ANY AFFILIATE OF ANY SELLER OR THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS COMPANY NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH IMPLIED REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE COMPANY, ANY WARRANTY SUBSIDIARIES OF MERCHANTABILITYTHE COMPANY, FITNESS FOR A PARTICULAR PURPOSETHE REPRESENTATIVE, ANY SELLER, THE COMPANY COMMON STOCK, THE BUSINESS OF THE COMPANY AND ITS SUBSIDAIRIES OR NON-INFRINGEMENT), WHETHER THE TRANSACTIONS CONTEMPLATED BY THE SELLERS, THEIR AFFILIATES THIS AGREEMENT OR ANY OF ITS THE OTHER TRANSACTION DOCUMENTS, AND THE COMPANY AND THE SELLER HEREBY EXPRESSLY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER IMPLIED OR MADE BY THE COMPANY, ANY SUBSIDIARIES OF THE COMPANY, THE REPRESENTATIVE, ANY SELLER, OR ANY OF THEIR RESPECTIVE OFFICERS, MANAGERS, DIRECTORS, STOCKHOLDERS, MEMBERS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS CONSULTANTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS ARTICLE II (AS MODIFIED BY THE COMPANY SCHEDULE), THE COMPANY AND THE SELLERS HEREBY EXPRESSLY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO PARENT, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PARENT, MERGER SUB OR ANY OTHER PERSONOF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY ANY MANAGER, WITH RESPECT TO OFFICER, DIRECTOR, STOCKHOLDER, MEMBER, PARTNER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE ASSETS (INCLUDING COMPANY OR ANY OF THE SITES SELLERS, OR ANY OF THEIR RESPECTIVE AFFILIATES). THE COMPANY AND THE EASEMENTS SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES TO PARENT OR MERGER SUB REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF THE COMPANY AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSITS SUBSIDIARIES.

No Other Representations. EACH OF THE PARENT PARTIES SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT ARTICLE IV (AS MODIFIED BY THE PARTNERSHIP DISCLOSURE SCHEDULE) AND THE COMMERCIAL AGREEMENTSARTICLE V, NEITHER SELLER, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS PARTNERSHIP NOR ANY OTHER PERSON MAKES MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE GENERAL PARTNER OR THE PARTNERSHIP OR THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARENT PARTIES SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE PARTNERSHIP’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER, THE GENERAL PARTNER, THE PARTNERSHIP OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF THE PARENT PARTIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY OF THE PARENT PARTIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE GENERAL PARTNER, THE PARTNERSHIP OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). EACH OF THE PARENT PARTIES ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE GENERAL PARTNER, THE PARTNERSHIP AND THEIR RESPECTIVE SUBSIDIARIES AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EACH OF THE PARENT PARTIES HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EACH OF THE PARENT PARTIES SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER, THE GENERAL PARTNER OR THE PARTNERSHIP MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN WITH RESPECT TO ANY FINANCIAL PROJECTION OR ORAL, AND FORECAST DELIVERED TO ANY OF THE PARENT PARTIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS PERFORMANCE OF THE GENERAL PARTNER, THE PARTNERSHIP OR THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EACH OF THE PARENT PARTIES SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER, THE GENERAL PARTNER OR THE PARTNERSHIP MAKES, NOR HAS MADE (NOR HAS AUTHORIZED ANY SUCH OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO THE PARENT PARTIES REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE GENERAL PARTNER OR THE PARTNERSHIP OR THEIR RESPECTIVE SUBSIDIARIES. THE PARENT PARTIES SHALL ACQUIRE THE GENERAL PARTNER, THE PARTNERSHIP AND THEIR RESPECTIVE SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR NON-INFRINGEMENT)CONDITION OF THE GENERAL PARTNER, WHETHER THE PARTNERSHIP, THEIR RESPECTIVE SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE SELLERSPARTNERSHIP DISCLOSURE SCHEDULE) AND ARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF. EACH OF THE PARENT PARTIES HEREBY WAIVES, ON BEHALF OF ITSELF, ITS RESPECTIVE SUBSIDIARIES (INCLUDING, AFTER THE CLOSING, THE GENERAL PARTNER, THE SURVIVING CORPORATION AND EACH OF THEIR RESPECTIVE SUBSIDIARIES) AND ITS RESPECTIVE AFFILIATES, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE UNITHOLDERS, SELLER, THE UNITHOLDERS’ REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OFFICER, DIRECTOR, MANAGER, MEMBER, PARTNER, EMPLOYEE, AGENT CONSULTANT OR REPRESENTATIVE OF ITS ANY OF THE FOREGOING, AND AGREES NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, RELATING TO THE OPERATION OF THE GENERAL PARTNER, THE PARTNERSHIP, THEIR RESPECTIVE SUBSIDIARIES OR THEIR OFFICERSRESPECTIVE BUSINESSES OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE REPRESENTATIONS, DIRECTORSWARRANTIES AND COVENANTS CONTAINED HEREIN, PARTNERSAND ANY CERTIFICATE, PRINCIPALSINSTRUMENT, EMPLOYEESOPINION OR OTHER DOCUMENTS DELIVERED HEREUNDER) AND THE TRANSACTIONS CONTEMPLATED HEREBY, AGENTSWHETHER ARISING UNDER OR BASED UPON ANY FEDERAL, MEMBERS STATE, LOCAL OR REPRESENTATIVES FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION OR OTHERWISE (INCLUDING ANY RIGHT, WHETHER ARISING AT LAW OR IN EQUITY, TO SEEK INDEMNIFICATION, CONTRIBUTION, COST RECOVERY, DAMAGES, OR ANY OTHER PERSONRECOURSE OR REMEDY, WITH RESPECT INCLUDING AS MAY ARISE UNDER COMMON LAW). FURTHERMORE, WITHOUT LIMITING THE GENERALITY OF THIS SECTION 10.1, NO CLAIM SHALL BE BROUGHT OR MAINTAINED BY ANY OF THE PARENT PARTIES OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES (INCLUDING, AFTER THE CLOSING, THE GENERAL PARTNER, THE SURVIVING CORPORATION AND EACH OF THEIR RESPECTIVE SUBSIDIARIES) AGAINST THE UNITHOLDERS, SELLER, THE UNITHOLDERS’ REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF ANY OF THE FOREGOING, AND NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, BY VIRTUE OF OR BASED UPON ANY ALLEGED MISREPRESENTATION OR INACCURACY IN OR BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH OR CONTAINED IN THIS AGREEMENT, ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER DOCUMENTS DELIVERED HEREUNDER, THE SUBJECT MATTER OF THIS AGREEMENT, THE BUSINESS, THE OWNERSHIP, OPERATION, MANAGEMENT, USE OR CONTROL OF THE BUSINESS OF THE GENERAL PARTNER, THE PARTNERSHIP, THEIR RESPECTIVE SUBSIDIARIES, ANY OF THEIR ASSETS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACTIONS OR OMISSIONS AT OR PRIOR TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSCLOSING DATE.

No Other Representations. (a) PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND ARTICLE V (AS MODIFIED BY THE COMMERCIAL AGREEMENTSSCHEDULES HERETO), THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY, ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE TO THE COMPANY'S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PARENT, MERGER SUB OR THEIR AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PARENT, MERGER SUB OR THEIR AFFILIATES BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES). IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY MAKES ANY NO, AND HAS NOT MADE ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN WITH RESPECT TO ANY FINANCIAL PROJECTION OR ORALFORECAST DELIVERED TO PARENT WITH RESPECT TO THE PERFORMANCE OF THE COMPANY EITHER BEFORE OR AFTER THE CLOSING DATE. PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY MAKES NO, AND HAS NOT MADE ANY, REPRESENTATIONS OR WARRANTIES TO PARENT OR MERGER SUB REGARDING THE MAXIMUM EXTENT PERMITTED PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY. (b) THE COMPANY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI (AS MODIFIED BY APPLICABLE LAW DISCLAIMS THE SCHEDULES HERETO), NONE OF PARENT, MERGER SUB OR ANY SUCH OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEWITH RESPECT TO PARENT OR MERGER SUB, OR NON-INFRINGEMENT)THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE COMPANY SPECIFICALLY ACKNOWLEDGES AND AGREE TO PARENT'S AND MERGER SUB'S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE SELLERSPARENT, THEIR AFFILIATES MERGER SUB OR ANY OF ITS OR THEIR AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTSAGENTS OR REPRESENTATIVES, MEMBERS AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PARENT, MERGER SUB OR THEIR AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE COMPANY OR ITS AFFILIATES BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF PARENT, MERGER SUB OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSOF THEIR AFFILIATES).

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE TO BUYER IN THIS AGREEMENT AND OR IN ANY ANCILLARY AGREEMENT, NEITHER THE COMMERCIAL AGREEMENTSMEMBERS, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIESCOMPANY ENTITIES, EASEMENT FACILITIESANY SUBSIDIARIES THEREOF OR, STRUCTURESANY MEMBER THEREOF, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS ANY AFFILIATE OF ANY SUCH MEMBER NOR ANY OTHER PERSON MAKES HAVE MADE OR ARE MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH IMPLIED REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE BUSINESS, ANY WARRANTY OF MERCHANTABILITYSUBSIDIARIES THEREOF, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERSANY MEMBER THEREOF, THEIR AFFILIATES RESPECTIVE BUSINESSES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF ITS THE ANCILLARY AGREEMENTS, AND THE MEMBERS, AND COMPANY ENTITIES HEREBY EXPRESSLY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER IMPLIED OR MADE BY THE MEMBERS, COMPANY ENTITIES, OR ANY MEMBER THEREOF OR ANY OF THEIR RESPECTIVE OFFICERS, MANAGERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE TO BUYER IN THIS AGREEMENT OR IN ANY ANCILLARY AGREEMENT, EACH OF THE MEMBERS AND COMPANY ENTITIES HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ANY AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER OR ANY AFFILIATES OR REPRESENTATIVES BY ANY MANAGER, OFFICER, DIRECTOR, SHAREHOLDER, MEMBER, PARTNER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE MEMBERS, COMPANY ENTITIES, OR ANY OF THEIR MEMBERS OR REPRESENTATIVES SHAREHOLDERS, OR ANY OTHER PERSONOF THEIR RESPECTIVE AFFILIATES). THE MEMBERS, WITH RESPECT AND COMPANY ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THEIR RESPECTIVE BUSINESS, IN EACH CASE, IN THE FUTURE. NOTWITHSTANDING ANYTHING TO THE ASSETS (INCLUDING THE SITES CONTRARY SET FORTH HEREIN, NOTHING IN THIS SECTION 3.1 SHALL PREVENT ANY INDEMNIFIED PARTY FROM BRINGING AN ACTION RELATING TO, AND THE EASEMENTS AND THE FACILITIESMEMBERS’ LIABILITY FOR, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSFRAUD.

No Other Representations. EACH OF PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND ARTICLE IV (AS QUALIFIED BY THE COMMERCIAL AGREEMENTSSCHEDULES), THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS COMPANY NOR ANY OTHER PERSON MAKES MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES AND AGREES TO THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER PURSUANT TO THE PRIOR SENTENCE OF ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PARENT, MERGER SUB OR THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PARENT, MERGER SUB OR THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES BY ANY REPRESENTATIVE OR AFFILIATE OF THE COMPANY). EACH OF PARENT AND MERGER SUB ACKNOWLEDGES AND AGREES THAT ITS HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS, LIABILITIES AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EACH OF PARENT AND MERGER SUB HAVE RELIED SOLELY ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH IN ARTICLE IV (AS MODIFIED BY THE SCHEDULES). EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV (AS MODIFIED BY THE SCHEDULES) NONE OF THE COMPANY, ITS SUBSIDIARIES, NOR ANY OTHER PERSON HAS MADE OR IS MAKING AN EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY, ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION, RECORDS OR DATA NOW, HERETOFORE OR HEREAFTER MADE AVAILABLE TO PARENT, MERGER SUB, OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EACH OF PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE COMPANY DOES NOT MAKE, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN WITH RESPECT TO ANY FINANCIAL PROJECTION OR ORALFORECAST DELIVERED TO PARENT, AND MERGER SUB OR THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EACH OF PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE COMPANY DOES NOT MAKE, NOR HAS MADE (OR HAS AUTHORIZED ANY SUCH OTHER PERSON TO MAKE ON ITS BEHALF), ANY REPRESENTATION OR WARRANTY TO PARENT OR MERGER SUB REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. EACH OF PARENT AND MERGER SUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (INCLUDING I) WITHOUT LIMITATION ANY WARRANTY OF REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR NON-INFRINGEMENTCONDITION OF THE COMPANY, ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE SCHEDULES). EACH OF PARENT AND MERGER SUB HEREBY WAIVES, ON BEHALF OF ITSELF AND ITS AFFILIATES (INCLUDING, AFTER THE CLOSING, THE SURVIVING CORPORATION AND EACH OF ITS SUBSIDIARIES), WHETHER BY FROM AND AFTER THE SELLERSCLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE COMPANY STOCKHOLDERS, THE COMPANY OPTIONHOLDERS, THE EQUITYHOLDERS’ REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES OF ITS ANY OF THE FOREGOING, AND AGREES NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, RELATING TO THE OPERATION OF THE COMPANY, THE COMPANY’S SUBSIDIARIES OR THEIR OFFICERSRESPECTIVE BUSINESSES OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE REPRESENTATIONS, DIRECTORSWARRANTIES AND COVENANTS CONTAINED HEREIN, PARTNERSTHE SCHEDULES AND EXHIBITS HERETO AND ANY CERTIFICATE, PRINCIPALSINSTRUMENT, EMPLOYEESOPINION OR OTHER DOCUMENTS DELIVERED IN CONNECTION HEREWITH) AND THE TRANSACTIONS CONTEMPLATED HEREBY, AGENTSWHETHER ARISING UNDER OR BASED UPON ANY FEDERAL, MEMBERS STATE, LOCAL OR REPRESENTATIVES FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION OR OTHERWISE (INCLUDING ANY RIGHT, WHETHER ARISING AT LAW OR IN EQUITY, TO SEEK INDEMNIFICATION, CONTRIBUTION, COST RECOVERY, DAMAGES, OR ANY OTHER PERSONRECOURSE OR REMEDY, WITH RESPECT INCLUDING AS MAY ARISE UNDER COMMON LAW). FURTHERMORE, WITHOUT LIMITING THE GENERALITY OF THIS SECTION 9.1, NO ACTION, CAUSE OF ACTION, CLAIM, CROSS-CLAIM OR THIRD-PARTY CLAIM OR LEGAL PROCEEDING OF ANY KIND (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) SHALL BE BROUGHT OR MAINTAINED BY ANY OF PARENT, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES (INCLUDING, AFTER THE CLOSING, THE SURVIVING CORPORATION AND EACH OF ITS SUBSIDIARIES) AGAINST THE COMPANY STOCKHOLDERS, THE COMPANY OPTIONHOLDERS, THE EQUITYHOLDERS’ REPRESENTATIVE, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, AFFILIATES OR REPRESENTATIVES OF ANY OF THE FOREGOING, AND NO RECOURSE SHALL BE SOUGHT OR GRANTED AGAINST ANY OF THEM, BY VIRTUE OF OR BASED UPON (I) ANY ALLEGED MISREPRESENTATION OR INACCURACY IN OR BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH OR CONTAINED IN THIS AGREEMENT, ANY CERTIFICATE, INSTRUMENT, OPINION OR OTHER DOCUMENTS DELIVERED HEREUNDER, THE EXHIBITS AND SCHEDULES HERETO OR THE SUBJECT MATTER HEREOF OR THEREOF, OR (II) THE BUSINESS, THE OWNERSHIP, OPERATION, MANAGEMENT, USE OR CONTROL OF THE BUSINESS OF THE COMPANY OR THE COMPANY’S SUBSIDIARIES, ANY OF THEIR ASSETS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACTIONS OR OMISSIONS AT OR PRIOR TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSCLOSING DATE.

No Other Representations. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE BUYER OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER MATERIALS MADE AVAILABLE TO THE BUYER OR ANY OF ITS RESPECTIVE AFFILIATES OR REPRESENTATIVES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS OR OTHERWISE), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III, ARTICLE II, THE DISCLOSURE SCHEDULE OR ANY OTHER CONTRACT OR CERTIFICATE DELIVERED IN CONNECTION WITH THIS AGREEMENT, NONE OF THE COMPANY OR ITS SUBSIDIARIES NOR ANY OTHER PERSON MAKES, AND EACH OF THE COMPANY, ITS SUBSIDIARIES OR ANY OTHER PERSON EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION AND VALUE OR QUALITY OF THE SHARES OR THE COMPANY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSARTICLE III, ARTICLE II, THE ASSETS (INCLUDING DISCLOSURE SCHEDULE OR ANY OTHER CONTRACT OR CERTIFICATE DELIVERED IN CONNECTION WITH THIS AGREEMENT, THE SITES AND EASEMENTS AND BUYER ACKNOWLEDGES THAT NONE OF THE FACILITIESCOMPANY, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ITS SUBSIDIARIES NOR ANY OTHER PERSON ON BEHALF OF THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY COMPANY OR ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR BEHALF OF ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, OTHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLER OR THE COMPANY OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITYTHEIR RESPECTIVE ASSETS, FITNESS FOR A PARTICULAR PURPOSE, LIABILITIES OR NON-INFRINGEMENTOPERATIONS), WHETHER BY IF ANY, TO THE SELLERSBUYER, THEIR ANY OF ITS AFFILIATES OR ANY OF ITS THEIR RESPECTIVE REPRESENTATIVES, INCLUDING ANY EXPRESS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS IMPLIED REPRESENTATION OR REPRESENTATIVES OR ANY OTHER PERSON, WARRANTY WITH RESPECT TO THE ASSETS (INCLUDING ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE SITES BUYER, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND EACH OF ITS AND THEIR RESPECTIVE REPRESENTATIVES, ACKNOWLEDGES THAT IT IS NOT RELYING NOR HAS IT RELIED ON ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES FROM THE EASEMENTS COMPANY OR ANY OTHER PERSON EXCEPT FOR THOSE EXPRESSLY MADE IN THIS ARTICLE III, ARTICLE II, THE DISCLOSURE SCHEDULE OR ANY OTHER CONTRACT OR CERTIFICATE DELIVERED IN CONNECTION WITH THIS AGREEMENT AND THAT ONLY THOSE REPRESENTATIONS AND WARRANTIES MADE IN THIS ARTICLE III, ARTICLE II, DISCLOSURE SCHEDULE OR ANY OTHER CONTRACT OR CERTIFICATE DELIVERED IN CONNECTION WITH THIS AGREEMENT SHALL HAVE ANY LEGAL EFFECT. NOTWITHSTANDING THE FACILITIESFOREGOING OR ANYTHING HEREIN TO THE CONTRARY, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON NOTHING HEREIN SHALL RESTRICT OR OTHERWISE LIMIT THE SITES AND PARTIES’ RIGHTS OR REMEDIES IN THE EASEMENTS) AND THE BUSINESSEVENT OF FRAUD.

No Other Representations. PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN Article V (AS MODIFIED BY THE SCHEDULES), NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE TO THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN Article V OF THIS AGREEMENT), WHETHER MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PARENT, MERGER SUB OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PARENT, MERGER SUB OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES). PARENT AND MERGER SUB ACKNOWLEDGE THAT THEY HAVE CONDUCTED THEIR OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES AND, IN MAKING THEIR DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, PARENT AND MERGER SUB HAVE RELIED ON THE RESULTS OF THEIR OWN INDEPENDENT INVESTIGATION AND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY DOES NOT MAKE, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY FINANCIAL PROJECTION OR FORECAST DELIVERED TO PARENT, MERGER SUB OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY DOES NOT MAKE, NOR HAS MADE (OR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO PARENT OR MERGER SUB REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. PARENT AND MERGER SUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY, THE COMPANY’S SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT (AS MODIFIED BY THE SCHEDULES). EXCEPT WITH RESPECT TO ANY CLAIM IN RESPECT OF ACTUAL OR INTENTIONAL FRAUD, EACH OF PARENT AND MERGER SUB HEREBY WAIVES, ON BEHALF OF ITSELF AND ITS AFFILIATES, FROM AND AFTER THE COMMERCIAL AGREEMENTSCLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST THE COMPANY COMMON STOCKHOLDERS, THE ASSETS (INCLUDING COMPANY OPTIONHOLDERS, THE SITES AND EASEMENTS AND COMPANY RSU HOLDERS, THE FACILITIESEQUITYHOLDERS’ REPRESENTATIVE, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR RESPECTIVE AFFILIATES OR ANY OFFICER, DIRECTOR, MANAGER, MEMBER, PARTNER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ITS OR THEIR OFFICERSANY OF THE FOREGOING RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. NOTWITHSTANDING THE FOREGOING, DIRECTORSNOTHING IN THIS SECTION 9.1 SHALL BE CONSTRUED TO LIMIT THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT INCLUDING ARTICLE V (AS MODIFIED BY THE SCHEDULES). NOTWITHSTANDING ANYTHING TO THE ASSETS (INCLUDING CONTRARY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL THIS SECTION 9.1 BE DEEMED TO LIMIT THE SITES AND RIGHT TO BRING, OR CONSTITUTE THE EASEMENTS AND THE FACILITIESWAIVER OR RELEASE OF, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSANY CLAIM IN RESPECT OF ACTUAL OR INTENTIONAL FRAUD.

No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED SET FORTH IN ARTICLE 3 AND ARTICLE 4 (AS MODIFIED BY THE SCHEDULES), NONE OF THE SELLERS, THE COMPANY, THEIR RESPECTIVE AFFILIATES, OR ANY OTHER PERSON HAS MADE OR IS MAKING AN EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLERS, THE COMPANY, OR THEIR RESPECTIVE AFFILIATES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, RECORDS OR DATA NOW, HERETOFORE OR HEREAFTER MADE AVAILABLE TO BUYER, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO THE SELLERS’ AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE SELLERS, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, TRUSTEES, AFFILIATES OR REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, TRUSTEES, AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER OR ITS EQUITYHOLDERS, INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, TRUSTEES, AFFILIATES OR REPRESENTATIVES BY ANY REPRESENTATIVE OR AFFILIATE OF THE SELLERS). BUYER ACKNOWLEDGES AND AGREES THAT (I) THERE ARE SUBSTANTIAL UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE PROJECTIONS AND OTHER FORECASTS REGARDING THE STERLING COMPANY AND THE COMPANY GROUP AND IS ACCORDINGLY NOT RELYING ON ANY SUCH PROJECTIONS OR OTHER FORECASTS THAT MAY HAVE BEEN PROVIDED TO BUYER AND ITS AFFILIATES AND REPRESENTATIVES IN CONNECTION WITH THE NEGOTIATION AND CONSUMMATION OF THE SALE AND THIS AGREEMENT AND (II) BUYER HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE COMMERCIAL AGREEMENTSCONDITION, OPERATIONS, LIABILITIES AND BUSINESS OF THE STERLING COMPANY AND THE COMPANY GROUP AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, BUYER HAS RELIED SOLELY ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY SET FORTH IN ARTICLE 3 AND ARTICLE 4 (AS MODIFIED BY THE SCHEDULES). IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF THE SELLERS, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIESCOMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES, EASEMENT FACILITIESOR HAS MADE, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN WITH RESPECT TO ANY PROJECTIONS OR ORALFORECASTS DELIVERED TO BUYER OR ITS EQUITYHOLDERS, AND INCORPORATORS, CONTROLLING PERSONS, LIMITED OR GENERAL PARTNERS, MEMBERS, TRUSTEES, AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS PERFORMANCE OF THE SELLERS, THE COMPANY OR THEIR RESPECTIVE AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF THE SELLERS, THE COMPANY NOR ANY SUCH OF THEIR RESPECTIVE AFFILIATES MAKES, OR HAS MADE (OR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS BEHALF), ANY REPRESENTATION OR WARRANTY TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY GROUP OR THE STERLING COMPANY. BUYER SHALL ACQUIRE THE COMPANY GROUP AND THE STERLING COMPANY (INCLUDING I) WITHOUT LIMITATION ANY WARRANTY OF REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR NON-INFRINGEMENT)CONDITION OF THE STERLING COMPANY, WHETHER THE COMPANY GROUP, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 3 AND ARTICLE 4 (AS MODIFIED BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSSCHEDULES).

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSARTICLE VII OR ANY OTHER TRANSACTION DOCUMENT, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NONE OF BLOCKER II SELLER NOR ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER II SELLER MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED. BLOCKER II SELLER ACKNOWLEDGES THAT (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OR ANY OTHER TRANSACTION DOCUMENT, NONE OF THP, ITS SUBSIDIARIES, NOR ANY OTHER PERSON ACTING ON BEHALF OF THP OR ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, WRITTEN (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV, ARTICLE VI, OR ORALANY OTHER TRANSACTION DOCUMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS NONE OF BLOCKER I, BLOCKER I SELLER, NOR ANY SUCH OTHER PERSON ACTING ON BEHALF OF BLOCKER I OR BLOCKER I SELLER MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS C) EXCEPT FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE V OR ANY OTHER PERSONTRANSACTION DOCUMENT, WITH RESPECT NONE OF BLOCKER II NOR ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER II MAKES ANY REPRESENTATION OR WARRANTY TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIESPARTIES, EASEMENT FACILITIESEXPRESS OR IMPLIED, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS.AND

No Other Representations. Except for the representations and warranties expressly contained in this Article V, neither Buyer nor any other Person acting on behalf of Buyer makes any representation or warranty to the Company or the Stockholders, express or implied. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED OF THE COMPANY SET FORTH IN THIS AGREEMENT ARTICLE III AND THE COMMERCIAL AGREEMENTSREPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS SET FORTH IN ARTICLE IV, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTSX) AND THE BUSINESS ARE BEING SOLD HEREBY BUYER IS ACQUIRING SHARE OF COMPANY CAPITAL STOCK ON AN “AS IS, WHERE IS” BASIS, BASIS AND (Y) NEITHER THE SELLERS COMPANY NOR THE STOCKHOLDERS NOR ANY OTHER PERSON MAKES IS MAKING, AND, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ANY REPRESENTATION OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR WARRANTYREPRESENTATIVES, OR ANY OTHER PERSON, OF ANY DOCUMENTATION OR OTHER INFORMATION BY THE COMPANY OR THE STOCKHOLDERS OR ANY OF THE COMPANY’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PERSON, BUYER IS NOT RELYING ON, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WRITTEN STATUTORY OR ORALOTHERWISE, AND AS TO ANY MATTER CONCERNING THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION COMPANY, THE BUSINESS, THE COMPANY ASSETS, THIS AGREEMENT OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSETHE TRANSACTIONS CONTEMPLATED HEREBY, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES ACCURACY OR COMPLETENESS OF ANY OF ITS INFORMATION PROVIDED TO (OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTSOTHERWISE ACQUIRED BY) AND THE BUSINESSBUYER.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSARTICLE VIII, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIESNONE OF BUYER, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS MERGER SUB NOR ANY OTHER PERSON ACTING ON BEHALF OF BUYER OR MERGER SUB MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE TARGET COMPANIES OR THE SELLERS, EXPRESS OR IMPLIED. BUYER AND MERGER SUB EACH ACKNOWLEDGES THAT (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III, OR ANY OTHER TRANSACTION DOCUMENT, NONE OF THP, ITS SUBSIDIARIES, NOR ANY OTHER PERSON ACTING ON BEHALF OF THP OR ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, WRITTEN (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V, OR ORALANY OTHER TRANSACTION DOCUMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS NONE OF BLOCKER I, BLOCKER II, NOR ANY SUCH OTHER PERSON ACTING ON BEHALF OF BLOCKER I OR BLOCKER II MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, AND (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS C) EXCEPT FOR A PARTICULAR PURPOSETHE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VI AND ARTICLE VII, OR NON-INFRINGEMENT)ANY OTHER TRANSACTION DOCUMENT, WHETHER BY NONE OF BLOCKER I SELLER, BLOCKER II SELLER, NOR ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER I SELLER OR BLOCKER II SELLER MAKES ANY REPRESENTATION OR WARRANTY TO THE SELLERSPARTIES, THEIR AFFILIATES EXPRESS OR IMPLIED. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (I) NOTHING IN THIS SECTION 8.10 SHALL IN ANY WAY LIMIT ANY OF THE REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT OR ANY OF ITS THE TRANSACTION DOCUMENTS, AND (II) THE PROVISIONS OF THIS SECTION 8.10 SHALL NOT, AND SHALL NOT BE DEEMED OR THEIR OFFICERSCONSTRUED TO, DIRECTORSWAIVE, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS LIMIT OR REPRESENTATIVES OR RELEASE ANY OTHER PERSON, WITH RESPECT CLAIMS RELATING TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSFRAUD.

No Other Representations. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE BUYER OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER MATERIALS MADE AVAILABLE TO THE BUYER OR ANY OF ITS RESPECTIVE AFFILIATES OR REPRESENTATIVES IN CERTAIN “DATA ROOMS” OR MANAGEMENT PRESENTATIONS OR OTHERWISE), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE II, ARTICLE III, THE DISCLOSURE SCHEDULE OR ANY OTHER CONTRACT OR CERTIFICATE DELIVERED IN CONNECTION WITH THIS AGREEMENT, NONE OF THE SELLER NOR ANY OTHER PERSON MAKES, AND EACH OF THE SELLER OR ANY OTHER PERSON EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION AND VALUE OR QUALITY OF THE SHARES OR THE COMPANY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSARTICLE II, ARTICLE III, THE ASSETS (INCLUDING DISCLOSURE SCHEDULE OR ANY OTHER CONTRACT OR CERTIFICATE DELIVERED IN CONNECTION WITH THIS AGREEMENT, BUYER ACKNOWLEDGES THAT NONE OF THE SITES AND EASEMENTS AND SELLER NOR ANY OTHER PERSON ON BEHALF OF THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED SELLER OR ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR BEHALF OF ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, OTHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLER OR THE COMPANY OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITYTHEIR RESPECTIVE ASSETS, FITNESS FOR A PARTICULAR PURPOSE, LIABILITIES OR NON-INFRINGEMENTOPERATIONS), WHETHER BY IF ANY, TO THE SELLERSBUYER, THEIR ANY OF ITS AFFILIATES OR ANY OF ITS THEIR RESPECTIVE REPRESENTATIVES, INCLUDING ANY EXPRESS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS IMPLIED REPRESENTATION OR REPRESENTATIVES OR ANY OTHER PERSON, WARRANTY WITH RESPECT TO THE ASSETS (INCLUDING ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE SITES BUYER, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND EACH OF ITS AND THEIR RESPECTIVE REPRESENTATIVES, ACKNOWLEDGES THAT IT IS NOT RELYING NOR HAS IT RELIED ON ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES FROM THE EASEMENTS SELLER OR ANY OTHER PERSON EXCEPT FOR THOSE EXPRESSLY MADE IN THIS ARTICLE II, ARTICLE III, THE DISCLOSURE SCHEDULE OR ANY OTHER CONTRACT OR CERTIFICATE DELIVERED IN CONNECTION WITH THIS AGREEMENT AND THAT ONLY THOSE REPRESENTATIONS AND WARRANTIES MADE IN THIS ARTICLE II, ARTICLE III, THE FACILITIESDISCLOSURE SCHEDULE OR ANY OTHER CONTRACT OR CERTIFICATE DELIVERED IN CONNECTION WITH THIS AGREEMENT SHALL HAVE ANY LEGAL EFFECT. NOTWITHSTANDING THE FOREGOING OR ANYTHING HEREIN TO THE CONTRARY, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON NOTHING HEREIN SHALL RESTRICT OR OTHERWISE LIMIT THE SITES AND PARTIES’ RIGHTS OR REMEDIES IN THE EASEMENTS) AND THE BUSINESSEVENT OF FRAUD.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSARTICLE IV OR ANY OTHER TRANSACTION DOCUMENT, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NONE OF BLOCKER I NOR ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER I MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED. BLOCKER I ACKNOWLEDGES THAT (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OR ANY OTHER TRANSACTION DOCUMENT, NONE OF THP, ITS SUBSIDIARIES, NOR ANY OTHER PERSON ACTING ON BEHALF OF THP OR ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, WRITTEN (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VI OR ORALANY OTHER TRANSACTION DOCUMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS NONE OF BLOCKER I SELLER NOR ANY SUCH OTHER PERSON ACTING ON BEHALF OF BLOCKER I SELLER MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITYC) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE V, FITNESS FOR A PARTICULAR PURPOSEARTICLE VII, OR NON-INFRINGEMENT)ANY OTHER TRANSACTION DOCUMENT, WHETHER BY NONE OF BLOCKER II, BLOCKER II SELLER NOR ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER II OR BLOCKER II SELLER MAKES ANY REPRESENTATION OR WARRANTY TO THE SELLERSPARTIES, THEIR AFFILIATES EXPRESS OR IMPLIED, AND (D) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VIII OR ANY OTHER TRANSACTION DOCUMENT, NONE OF BUYER, MERGER SUB NOR ANY OTHER PERSON ACTING ON BEHALF OF BUYER OR MERGER SUB MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (I) NOTHING IN THIS SECTION 4.11 SHALL IN ANY WAY LIMIT ANY OF THE REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT OR ANY OF ITS THE TRANSACTION DOCUMENTS, AND (II) THE PROVISIONS OF THIS SECTION 4.11 SHALL NOT, AND SHALL NOT BE DEEMED OR THEIR OFFICERSCONSTRUED TO, DIRECTORSWAIVE, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS LIMIT OR REPRESENTATIVES OR RELEASE ANY OTHER PERSON, WITH RESPECT CLAIMS RELATING TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSFRAUD.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 4, THIS AGREEMENT AND THE COMMERCIAL AGREEMENTS, THE ASSETS ARTICLE 5 (INCLUDING THE SITES RELATED PORTIONS OF THE DISCLOSURE SCHEDULES) OR CONTAINED IN ANY OF THE ANCILLARY AGREEMENTS, NEITHER THE COMPANY, NOR SELLER, NOR THE SELLER REPRESENTATIVE NOR ANY OF THEIR FORMER, CURRENT AND EASEMENTS AND FUTURE EQUITYHOLDERS, CONTROLLING PERSONS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, MEMBERS, MANAGERS, GENERAL OR LIMITED PARTNERS, OR ASSIGNEES (OR ANY FORMER, CURRENT OR FUTURE EQUITY HOLDER, CONTROLLING PERSON, DIRECTOR, OFFICER, EMPLOYEE, AGENT, REPRESENTATIVE, AFFILIATE, MEMBER, MANAGER, GENERAL OR LIMITED PARTNER, OR ASSIGNEE OF ANY OF THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTSFOREGOING) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASISMAKES ANY, AND NEITHER THE SELLERS NOR ANY OTHER PERSON MAKES ANY EACH DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY, REPRESENTATION OR WARRANTY, WHETHER STATUTORY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND INCLUDING WITH RESPECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION EQUITY INTERESTS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR WARRANTY OTHERWISE), PROSPECTS OR BUSINESS OF THE COMPANY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 4, THIS ARTICLE 5 (INCLUDING WITHOUT LIMITATION THE RELATED PORTIONS OF THE DISCLOSURE SCHEDULES) OR CONTAINED IN ANY WARRANTY OF MERCHANTABILITYTHE ANCILLARY AGREEMENTS, AND BUYER EXPRESSLY ACKNOWLEDGES AS SUCH. EXCEPT AS SET FORTH IN ARTICLE 4, THIS ARTICLE 5 (INCLUDING THE RELATED PORTIONS OF THE DISCLOSURE SCHEDULES) OR CONTAINED IN ANY OF THE ANCILLARY AGREEMENTS, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEPURPOSE ARE EXPRESSLY EXCLUDED. THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES TO EACH OTHER, EXCEPT AS CONTAINED IN THIS AGREEMENT, AND ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT. BUYER ACKNOWLEDGES THAT ANY ESTIMATES, FORECASTS, OR NON-INFRINGEMENT), WHETHER BY PROJECTIONS FURNISHED OR MADE AVAILABLE TO IT CONCERNING THE SELLERS, THEIR AFFILIATES OR ANY OF ITS COMPANIES (INCLUDING THOSE REFLECTED IN THE FINANCIAL STATEMENTS) OR THEIR OFFICERSPROPERTIES, DIRECTORSBUSINESS OR ASSETS REFLECT NUMEROUS ASSUMPTIONS, PARTNERSARE SUBJECT TO MATERIAL RISKS AND UNCERTAINTIES AND ARE NOT BEING AND WILL NOT BE RELIED UPON BY BUYER, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS IN EACH CASE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT IN THE ANCILLARY AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE ASSETS (INCLUDING CONTRARY IN THIS SECTION 5.28, THE SITES AND FOREGOING PROVISIONS OF THIS SECTION 5.28 WILL IN NO WAY LIMIT THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSBUYER’S ABILITY TO BRING A LIABILITY CLAIM AGAINST ANY PERSON FOR ACTUAL FRAUD.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED MADE BY THE COMPANY IN THIS AGREEMENT OR IN ANY ANCILLARY AGREEMENT, THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY UNITHOLDERS IN THE JOINDER AGREEMENT AND THE COMMERCIAL LETTER OF TRANSMITTAL AND THE REPRESENTATIONS AND WARRANTIES MADE BY THE OPTIONHOLDERS IN THE OPTION TERMINATION AGREEMENTS, NONE OF THE ASSETS (INCLUDING COMPANY, NOR ANY AFFILIATE OF THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS COMPANY NOR ANY OTHER PERSON MAKES HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTYWARRANTY WITH RESPECT TO COMPANY, EXPRESS THE BUSINESS OF THE COMPANY OR IMPLIED, WRITTEN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ORAL, ANY OF THE ANCILLARY AGREEMENTS AND TO BUYER ACKNOWLEDGES THAT THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW COMPANY HEREBY EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OTHER REPRESENTATIONS OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT)WARRANTIES, WHETHER IMPLIED OR MADE BY THE SELLERS, THEIR AFFILIATES COMPANY OR ANY OF ITS OR THEIR OFFICERS, MANAGERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS CONSULTANTS OR REPRESENTATIVES REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS AGREEMENT OR IN ANY ANCILLARY AGREEMENT, THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY UNITHOLDERS IN THE JOINDER AGREEMENT AND THE LETTER OF TRANSMITTAL AND THE REPRESENTATIONS AND WARRANTIES MADE BY THE OPTIONHOLDERS IN THE OPTION TERMINATION AGREEMENTS, (I) BUYER ACKNOWLEDGES THAT THE COMPANY HEREBY EXPRESSLY DISCLAIMS ANY OTHER PERSON, REPRESENTATION OR WARRANTY WITH RESPECT TO THE ASSETS ANY PROJECTION, FORECAST OR INFORMATION MADE AVAILABLE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ANY AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE SITES BUYER OR ANY AFFILIATES OR REPRESENTATIVES BY ANY MANAGER, OFFICER, DIRECTOR, SHAREHOLDER, MEMBER, PARTNER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES), AND (II) THE EASEMENTS AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE FACILITIESPROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF THE COMPANY IN THE FUTURE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND FOREGOING SHALL NOT LIMIT THE EASEMENTS) AND THE BUSINESSRIGHT OF ANY PARTY TO SEEK ANY AVAILABLE REMEDY FOR FRAUD.

No Other Representations. (a) PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND ARTICLE V (AS MODIFIED BY THE COMMERCIAL AGREEMENTSSCHEDULES HERETO), THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS COMPANY NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY, ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE TO THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE COMPANY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PARENT, MERGER SUB OR THEIR AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PARENT, MERGER SUB OR THEIR AFFILIATES BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES). IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY MAKES ANY NO, AND HAS NOT MADE ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN WITH RESPECT TO ANY FINANCIAL PROJECTION OR ORALFORECAST DELIVERED TO PARENT WITH RESPECT TO THE PERFORMANCE OF THE COMPANY EITHER BEFORE OR AFTER THE CLOSING DATE. PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE COMPANY MAKES NO, AND HAS NOT MADE ANY, REPRESENTATIONS OR WARRANTIES TO PARENT OR MERGER SUB REGARDING THE MAXIMUM EXTENT PERMITTED PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY. (b) THE COMPANY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI (AS MODIFIED BY APPLICABLE LAW DISCLAIMS THE SCHEDULES HERETO), NONE OF PARENT, MERGER SUB OR ANY SUCH OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEWITH RESPECT TO PARENT OR MERGER SUB, OR NON-INFRINGEMENT)THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE COMPANY SPECIFICALLY ACKNOWLEDGES AND AGREE TO PARENT’S AND MERGER SUB’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE SELLERSPARENT, THEIR AFFILIATES MERGER SUB OR ANY OF ITS OR THEIR AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTSAGENTS OR REPRESENTATIVES, MEMBERS AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PARENT, MERGER SUB OR THEIR AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE COMPANY OR ITS AFFILIATES BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF PARENT, MERGER SUB OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSOF THEIR AFFILIATES).

No Other Representations. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ITS RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE III, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE SECURITIES OR BUSINESS OR ASSETS OF ANY COMPANY ENTITY, AND SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH ASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF, AND THE COMMERCIAL AGREEMENTSABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT, EXCEPT TO THE EXTENT SET FORTH IN THIS AGREEMENT, SUCH ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN ACQUIRED “AS IS, WHERE IS” BASISON THE CLOSING DATE, AND NEITHER THE SELLERS NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORALIN THEIR PRESENT CONDITION, AND TO BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AS WELL AS SOLELY THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES SELLER SET FORTH IN THIS ARTICLE III AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSINDEMNITIES PROVIDED HEREIN.

No Other Representations. (a) The Company and the FRC Parties acknowledge and agree that the AMCI Parties make no representation or warranty except as set forth in Articles III and V. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTS, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS SET FORTH IN ARTICLES III AND V AND EXCEPT FOR ANY SUCH REPRESENTATION CLAIM BASED ON FRAUD, INTENTIONAL MISREPRESENTATION OR WARRANTY ACTION FOR INJUNCTIVE RELIEF, THE AMCI PARTIES AND THEIR AFFILIATES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE FRC PARTIES OR THE COMPANY OR THEIR REPRESENTATIVES (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITYOPINION, FITNESS FOR A PARTICULAR PURPOSEINFORMATION, PROJECTION, OR NON-INFRINGEMENTADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE FRC PARTIES OR THE COMPANY BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE AMCI PARTIES OR ANY AFFILIATE THEREOF). THE AMCI PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES TO THE FRC PARTIES OR THE COMPANY REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS FORMED PURSUANT TO THIS AGREEMENT. (b) The AMCI Parties acknowledge and agree that the Company and the FRC Parties make no representation or warranty except as set forth in Article IV. EXCEPT AS AND TO THE EXTENT SET FORTH IN ARTICLE IV AND EXCEPT FOR ANY CLAIM BASED ON FRAUD, WHETHER BY INTENTIONAL MISREPRESENTATION OR ACTION FOR INJUNCTIVE RELIEF, THE SELLERS, COMPANY THE FRC PARTIES AND THEIR AFFILIATES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE AMCI PARTIES OR THE COMPANY OR THEIR REPRESENTATIVES (INCLUDING WITHOUT LIMITATION ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE AMCI PARTIES OR THE COMPANY BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE FRC PARTIES OR ANY OF ITS AFFILIATE THEREOF). THE FRC PARTIES MAKE NO REPRESENTATIONS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT WARRANTIES TO THE ASSETS (INCLUDING AMCI PARTIES OR THE SITES AND COMPANY REGARDING THE EASEMENTS AND PROBABLE SUCCESS OR PROFITABILITY OF THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSBUSINESS FORMED PURSUANT TO THIS AGREEMENT.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSARTICLE V OR ANY OTHER TRANSACTION DOCUMENT, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NONE OF BLOCKER II NOR ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER II MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED. BLOCKER II ACKNOWLEDGES THAT, (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OR ANY OTHER TRANSACTION DOCUMENT, NONE OF THP, ITS SUBSIDIARIES, NOR ANY OTHER PERSON ACTING ON BEHALF OF THP OR ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, WRITTEN (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV, ARTICLE VI, OR ORALANY OTHER TRANSACTION DOCUMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS NONE OF BLOCKER I, BLOCKER I SELLER, NOR ANY SUCH OTHER PERSON ACTING ON BEHALF OF BLOCKER I OR BLOCKER I SELLER MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION C) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VII OR ANY OTHER TRANSACTION DOCUMENT, NONE OF BLOCKER II SELLER NOR ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER II SELLER MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, AND (D) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VIII OR ANY OTHER TRANSACTION DOCUMENT, NONE OF MERCHANTABILITYBUYER, FITNESS FOR A PARTICULAR PURPOSEMERGER SUB NOR ANY OTHER PERSON ACTING ON BEHALF OF BUYER OR MERGER SUB MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR NON-INFRINGEMENT)IMPLIED. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WHETHER BY (I) NOTHING IN THIS SECTION 5.11 SHALL IN ANY WAY LIMIT ANY OF THE SELLERS, THEIR AFFILIATES REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT OR ANY OF ITS THE TRANSACTION DOCUMENTS, AND (II) THE PROVISIONS OF THIS SECTION 5.11 SHALL NOT, AND SHALL NOT BE DEEMED OR THEIR OFFICERSCONSTRUED TO, DIRECTORSWAIVE, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS LIMIT OR REPRESENTATIVES OR RELEASE ANY OTHER PERSON, WITH RESPECT CLAIMS RELATING TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSFRAUD.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE BY THE COMPANY IN THIS AGREEMENT SECTION 3.1 (AS QUALIFIED BY THE COMPANY DISCLOSURE SCHEDULES AND THE COMMERCIAL AGREEMENTSCOMPANY SEC DOCUMENTS), THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS COMPANY NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ANY SUBSIDIARIES OF THE COMPANY OR THEIR RESPECTIVE OPERATIONS, ASSETS, LIABILITIES, CONDITION (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITYFINANCIAL OR OTHERWISE) OR PROSPECTS, FITNESS FOR A PARTICULAR PURPOSETHE BUSINESS, THE COMMON STOCK, THE OPTIONS, THE WARRANTS OR NON-INFRINGEMENT), WHETHER THE TRANSACTIONS CONTEMPLATED BY THE SELLERS, THEIR AFFILIATES THIS AGREEMENT OR ANY OF ITS THE OTHER TRANSACTION DOCUMENTS, AND THE COMPANY HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR THEIR OFFICERSWARRANTIES, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS WHETHER EXPRESS OR REPRESENTATIVES IMPLIED OR MADE BY THE COMPANY OR ANY OTHER PERSON. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS SECTION 3.1 (AS QUALIFIED BY THE COMPANY DISCLOSURE SCHEDULES AND THE COMPANY SEC DOCUMENTS), WITH RESPECT THE COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY, IN WRITING, ELECTRONICALLY OR OTHERWISE) TO THE ASSETS PARENT, MERGERSUB OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PARENT, MERGERSUB OR ANY OTHER PERSON). THE SITES AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES TO PARENT, MERGERSUB OR ANY OTHER PERSON REGARDING THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT (INCLUDING IN THIS SECTION 3.1), NOTHING HEREIN SHALL LIMIT IN ANY WAY CLAIMS OR REMEDIES FOR FRAUD OR INTENTIONAL MISREPRESENTATION.

No Other Representations. EACH OF THE COMPANY, PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND ARTICLE IV (AS MODIFIED BY THE COMMERCIAL AGREEMENTS, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTSCOMPANY DISCLOSURE SCHEDULES) AND ARTICLE V (AS MODIFIED BY THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS ISPARENT DISCLOSURE SCHEDULES), WHERE IS” BASIS, AND NEITHER THE SELLERS COMPANY, PARENT, MERGER SUB NOR ANY OTHER PERSON MAKES MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY, PARENT MERGER SUB OR THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE COMPANY ON ONE HAND AND PARENT AND MERGER SUB ON THE OTHER HAND SPECIFICALLY ACKNOWLEDGES AND AGREES TO THE OTHER PARTIES’ EXPRESS DISAVOWAL AND DISCLAIMER OF ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE COMPANY, PARENT, MERGER SUB OR ANY OF THEIR AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY SUCH OTHER REPRESENTATION OR WARRANTY OR ANY PROJECTION, FORECAST, STATEMENT, OR INFORMATION OTHERWISE MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF THE COMPANY, PARENT, MERGER SUB OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY SUCH OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY OF THE COMPANY, PARENT, MERGER SUB OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF ANY PARTY TO THIS AGREEMENT OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). EACH OF THE COMPANY, PARENT AND MERGER SUB ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY, PARENT, MERGER SUB AND THEIR SUBSIDIARIES AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EACH OF THE COMPANY, PARENT AND MERGER SUB HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULES) AND ARTICLE V (AS MODIFIED BY THE PARENT DISCLOSURE SCHEDULES), AS APPLICABLE, AND EACH OF THE COMPANY, PARENT AND MERGER SUB HAS NOT RELIED ON ANY INFORMATION NOT CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULES) AND ARTICLE V (AS MODIFIED BY THE PARENT DISCLOSURE SCHEDULES). IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EACH OF THE COMPANY, PARENT AND MERGER SUB SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, (X) EACH PARTY TO THIS AGREEMENT DOES NOT MAKE, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN WITH RESPECT TO ANY FINANCIAL PROJECTION OR ORALFORECAST DELIVERED TO ANY OF THE COMPANY, PARENT, MERGER SUB OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE PERFORMANCE OF THE COMPANY, PARENT, MERGER SUB OR THEIR SUBSIDIARIES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE, AND (Y) EACH PARTY TO THIS AGREEMENT DOES NOT MAKE, NOR HAS MADE (NOR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO ANY OTHER PARTY TO THIS AGREEMENT REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF PARENT, MERGER SUB, THE COMPANY OR THEIR SUBSIDIARIES. PARENT AND MERGER SUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR NON-INFRINGEMENT)CONDITION OF THE COMPANY, WHETHER THE COMPANY’S SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE SELLERSCOMPANY DISCLOSURE SCHEDULES AND SUBJECT TO ARTICLE IX HEREOF). NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, THEIR AFFILIATES IN NO EVENT SHALL THIS SECTION 9.9 BE DEEMED TO LIMIT THE RIGHT TO BRING A CLAIM IN RESPECT OF ACTUAL OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, INTENTIONAL FRAUD SOLELY WITH RESPECT TO THE ASSETS (INCLUDING THE SITES REPRESENTATIONS AND THE EASEMENTS WARRANTIES SET FORTH IN ARTICLE IV AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSARTICLE V OF THIS AGREEMENT.

No Other Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND THE COMMERCIAL AGREEMENTSARTICLE V, NEITHER SELLER, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS COMPANY NOR ANY OTHER PERSON MAKES MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES TO SELLER’S AND THE COMPANY’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, WHETHER MADE BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ACCOUNTANTS, LEGAL COUNSEL OR OTHER REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OF BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER, OR ITS AFFILIATES OR REPRESENTATIVES BY ANY PARTNER, MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTANT, LEGAL COUNSEL OR OTHER REPRESENTATIVE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES). SELLER AND THE COMPANY SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI NEITHER BUYER NOR ANY OTHER PERSON MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR THE COMPANY MAKES, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN WITH RESPECT TO ANY FINANCIAL PROJECTION OR ORAL, AND FORECAST DELIVERED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE MAXIMUM EXTENT PERMITTED PERFORMANCE OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY APPLICABLE LAW DISCLAIMS THE COMPANY DISCLOSURE SCHEDULE) AND ARTICLE V, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NONE OF SELLER NOR THE COMPANY HAS MADE (NOR HAS AUTHORIZED ANY SUCH OTHER PERSON TO MAKE ON ITS OR THEIR BEHALF), ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. BUYER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES (I) WITHOUT ANY REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A ANY PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR NON-INFRINGEMENT)CONDITION OF THE COMPANY, WHETHER ITS SUBSIDIARIES, ANY ASSETS OR ANY PART THEREOF AND (II) IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT, IN EACH CASE, FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AS MODIFIED BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTSCOMPANY DISCLOSURE SCHEDULE) AND THE BUSINESSARTICLE V, IN EACH CASE, SUBJECT TO SECTION 10.2 HEREOF.

No Other Representations. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III, AND IN ARTICLE IV (AS MODIFIED OR SUPPLEMENTED BY THE DISCLOSURE SCHEDULE), NONE OF SUCH SELLER, THE OTHER SELLERS, THE COMPANY, THEIR AFFILIATES OR ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, SUCH SELLER, THE OTHER SELLERS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SUCH SELLER, THE OTHER SELLERS, THE COMPANY, OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES, ARE HEREBY EXPRESSLY DISCLAIMED INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND BUYER AND ITS AFFILIATES ARE NOT RELYING ON ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. WITHOUT LIMITING THE REPRESENTATIONS FOREGOING, SUCH SELLER MAKES NO, AND WARRANTIES SHALL NOT BE DEEMED TO HAVE MADE ANY, REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO (A) ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO BUYER OR ANY OF ITS AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR (B) IN THE MATERIALS RELATING TO SUCH SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES MADE AVAILABLE TO BUYER OR IN ANY PRESENTATION OF THE BUSINESS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE, IT BEING UNDERSTOOD THAT ANY PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING BUT NOT LIMITED TO, THE ASSETS SELLERS’, THE COMPANY’S OR ANY OF ITS SUBSIDIARIES’ CONFIDENTIAL OVERVIEWS MADE AVAILABLE BY SUCH SELLER AND ITS REPRESENTATIVES ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SUCH SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES, EXCEPT TO THE EXTENT SPECIFICALLY REFERENCED HEREIN OR (INCLUDING C) ANY OTHER INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO THE SITES BUYER OR ANY OF ITS AFFILIATES, COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE COMPANY AND EASEMENTS ITS SUBSIDIARIES. BUYER HEREBY ACKNOWLEDGES AND AGREES TO SUCH DISCLAIMER AND THAT, EXCEPT TO THE FACILITIESEXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENT, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS BUYER IS PURCHASING THE COMPANY AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ITS SUBSIDIARIES ON AN “AS IS, WHERE IS” BASIS, AND NEITHER IS ONLY ENTITLED TO RELY UPON THE SELLERS NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, REPRESENTATIONS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSWARRANTIES IN THIS AGREEMENT.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE II AND THE COMMERCIAL AGREEMENTSOTHER TRANSACTION DOCUMENTS, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR SELLER HAS NOT MADE ANY OTHER PERSON MAKES ANY REPRESENTATION REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND WARRANTIES RELATING TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITYTRANSACTIONS, FITNESS FOR A PARTICULAR PURPOSEACQUIRED ASSETS, OR NON-INFRINGEMENT), BUSINESS AND HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION AND WARRANTY MADE (WHETHER BY THE SELLERS, THEIR AFFILIATES ORALLY OR IN WRITING) TO ANY BUYER PARTY OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS TRANSACTIONS, 05466425.6 24 ACQUIRED ASSETS, OR BUSINESS, INCLUDING ANY OPINION, INFORMATION, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO SUCH BUYER PARTY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES BY ANY DIRECT OR INDIRECT EQUITYHOLDER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, ACCOUNTING FIRM, LEGAL COUNSEL, OR OTHER AGENT, CONSULTANT, OR REPRESENTATIVE OF ANY EQUITYHOLDER OR SELLER OR ANY ESTIMATES, PROJECTIONS, OR OTHER FORECASTS AND PLANS (INCLUDING THE SITES REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS, AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTSFORECASTS) AND THE BUSINESSINCLUDED IN ANY SUCH INFORMATION OR COMMUNICATIONS.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED 10.2.1 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO, AND THE COMMERCIAL AGREEMENTSPARTIES HEREBY AGREE, THAT NONE OF THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR PARTIES OR ANY OTHER PERSON MAKES OF THEIR AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTYWARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS INCLUDING ANY SUCH IMPLIED REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF AS TO THE CONDITION, MERCHANTABILITY, VALUE, QUALITY, USAGE, SUITABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, APPARENT OR NON-INFRINGEMENT)LATENT DEFECTS OF ANY TYPE, WHETHER BY OR RISKS OR OTHER INCIDENTS OF THE SELLERSBUSINESS, THEIR AFFILIATES THE PROJECT, THE PROJECT SITE, THE PROJECT ASSETS, THE ASSUMED LIABILITIES OR ANY OF ITS PART THEREOF, EXCEPT THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III, ARTICLE IV AND ARTICLE IX, AS APPLICABLE TO A PARTY. IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLER MAKES NO REPRESENTATION OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WARRANTY TO PURCHASER WITH RESPECT TO THE PROSPECTS, ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE PURCHASED ASSETS; PROVIDED, THAT THIS SENTENCE SHALL NOT LIMIT THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN ARTICLE III AND ARTICLE IX. 10.2.2 EXCEPT FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III AND ARTICLE IX, THE PURCHASED ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIESARE BEING TRANSFERRED “AS IS, EASEMENT FACILITIESWHERE IS, STRUCTURESWITH ALL FAULTS.” 10.2.3 Notwithstanding anything to the contrary contained in this Agreement, FIXTURESand except in connection with the Seller’s Parent Guaranty, BUILDINGSno Related Person of Seller will have any personal liability to Purchaser or any other Person as a result of this Agreement or the breach of any representation, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSwarranty, covenant, agreement or obligation of Seller contained in this Agreement, and no Related Person of Purchaser will have any personal liability to Seller or any other Person as a result of this Agreement or the breach of any representation, warranty, covenant, agreement or obligation of Purchaser contained in this Agreement.

No Other Representations. THE PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSARTICLE II, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS PARENT NOR ANY OTHER PERSON MAKES MAKES, OR HAS MADE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PARENT, EMC OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE MERGER AGREEMENT. THE PURCHASER ACKNOWLEDGES AND AGREES THAT THE ACCURACY OF PARENT’S REPRESENTATIONS AND WARRANTIES IS NOT A CONDITION TO PURCHASER’S OBLIGATION TO COMPLETE THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN SOLELY WITH RESPECT TO THE REPRESENTATIONS SET FORTH IN SECTION 2.1(a) AND SECTION 2.3 AS PROVIDED IN SECTION 5.2.(a). THE PURCHASER ACKNOWLEDGES AND AGREES TO PARENT’S EXPRESS DISAVOWAL AND DISCLAIMER OF ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY PARENT OR ANY OF ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE EQUITYHOLDERS, CONTROLLING PERSONS, AFFILIATES, GENERAL OR LIMITED PARTNERS OR REPRESENTATIVES, AND OF ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE PURCHASER OR ITS EQUITYHOLDERS, CONTROLLING PERSONS, AFFILIATES, GENERAL OR LIMITED PARTNERS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE PURCHASER OR ITS EQUITYHOLDERS, CONTROLLING PERSONS, AFFILIATES, GENERAL OR LIMITED PARTNERS OR REPRESENTATIVES BY ANY REPRESENTATIVE OF PARENT OR ANY OF ITS AFFILIATES). THE PURCHASER ACKNOWLEDGES AND AGREES THAT IT HAS CONDUCTED TO ITS SATISFACTION ITS OWN INDEPENDENT INVESTIGATION OF THE CONDITION, OPERATIONS AND BUSINESS OF PARENT AND ITS SUBSIDIARIES AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PURCHASER HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION THEREOF, THE PURCHASER ACKNOWLEDGES AND AGREES THAT PARENT DOES NOT MAKE, NOR HAS MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN WITH RESPECT TO ANY FINANCIAL PROJECTION OR ORAL, AND FORECAST DELIVERED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION PURCHASER OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITYITS EQUITYHOLDERS, FITNESS FOR A PARTICULAR PURPOSECONTROLLING PERSONS, AFFILIATES, GENERAL OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS LIMITED PARTNERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS PERFORMANCE OF PARENT, EMC OR THEIR RESPECTIVE SUBSIDIARIES WHETHER BEFORE, ON OR AFTER THE CLOSING DATE. THE PURCHASER ACKNOWLEDGES AND AGREES THAT PARENT DOES NOT MAKE, NOR HAS MADE (INCLUDING OR HAS AUTHORIZED ANY OTHER PERSON TO MAKE ON ITS BEHALF), ANY REPRESENTATION OR WARRANTY TO THE SITES AND PURCHASER REGARDING THE EASEMENTS AND THE FACILITIESPROBABLE SUCCESS OR PROFITABILITY OF PARENT, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSEMC OR THEIR RESPECTIVE SUBSIDIARIES.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSARTICLE III OR IN ANY CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER, THE PURCHASED ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS,” BASISAND SELLER EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION REPRESENTATIONS OR WARRANTIES AS TO LIABILITIES, OPERATIONS OF THE PURCHASED ASSETS, CONDITION, VALUE OR QUALITY OF THE PURCHASED ASSETS OR THE PROSPECTS THEREOF), AND NEITHER THE SELLERS NOR SELLER SPECIFICALLY DISCLAIMS ANY OTHER PERSON MAKES IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, USAGE OF TRADE, OR FITNESS FOR ANY REPRESENTATION PARTICULAR PURPOSE. NO MATERIALS OR WARRANTYINFORMATION PROVIDED BY, OR COMMUNICATIONS MADE BY OR ON BEHALF OF SELLER, OR BY ANY REPRESENTATIVE OF SELLER, INCLUDING BUT NOT LIMITED TO INFORMATION MADE AVAILABLE TO PURCHASER, OR ANY ORAL, WRITTEN OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST PROVIDED BY SELLER TO PURCHASER, WILL CAUSE OR CREATE ANY ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSTHAN THOSE EXPRESSLY SET FORTH HEREIN.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE BY THE COMPANY IN THIS AGREEMENT Section 2.1 (AS QUALIFIED BY THE COMPANY DISCLOSURE SCHEDULES AND THE COMMERCIAL AGREEMENTSCOMPANY SEC DOCUMENTS), THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS COMPANY NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ANY SUBSIDIARIES OF THE COMPANY OR THEIR RESPECTIVE OPERATIONS, ASSETS, LIABILITIES, CONDITION (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITYFINANCIAL OR OTHERWISE) OR PROSPECTS, FITNESS FOR A PARTICULAR PURPOSETHE BUSINESS, THE COMMON STOCK, THE AWARDS OR NON-INFRINGEMENT), WHETHER THE TRANSACTIONS CONTEMPLATED BY THE SELLERS, THEIR AFFILIATES THIS AGREEMENT OR ANY OF ITS THE OTHER TRANSACTION DOCUMENTS, AND THE COMPANY HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR THEIR OFFICERSWARRANTIES, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS WHETHER EXPRESS OR REPRESENTATIVES IMPLIED OR MADE BY THE COMPANY OR ANY OTHER PERSON. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS Section 2.1 (AS QUALIFIED BY THE COMPANY DISCLOSURE SCHEDULES AND THE COMPANY SEC DOCUMENTS), WITH RESPECT THE COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY, IN WRITING, ELECTRONICALLY OR OTHERWISE) TO THE ASSETS PARENT, MERGERSUB OR ANY OTHER PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PARENT, MERGERSUB OR ANY OTHER PERSON). THE SITES AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES TO PARENT, MERGERSUB OR ANY OTHER PERSON REGARDING THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT (INCLUDING IN THIS Section 2.1), NOTHING HEREIN SHALL LIMIT IN ANY WAY CLAIMS OR REMEDIES FOR FRAUD OR INTENTIONAL MISREPRESENTATION.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSARTICLE VI OR ANY OTHER TRANSACTION DOCUMENT, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NONE OF BLOCKER I SELLER NOR ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER I SELLER MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED. BLOCKER I SELLER ACKNOWLEDGES THAT (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE III OR ANY OTHER TRANSACTION DOCUMENT, NONE OF THP, ITS SUBSIDIARIES, NOR ANY OTHER PERSON ACTING ON BEHALF OF THP OR ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, WRITTEN (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV, ARTICLE VI, OR ORALANY OTHER TRANSACTION DOCUMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS NONE OF BLOCKER I, BLOCKER I SELLER, NOR ANY SUCH OTHER PERSON ACTING ON BEHALF OF BLOCKER I OR BLOCKER I SELLER MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION C) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VII OR ANY OTHER TRANSACTION DOCUMENT, NONE OF BLOCKER II SELLER NOR ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER II SELLER MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, AND (D) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VIII OR ANY OTHER TRANSACTION DOCUMENT, NONE OF MERCHANTABILITYBUYER, FITNESS FOR A PARTICULAR PURPOSEMERGER SUB NOR ANY OTHER PERSON ACTING ON BEHALF OF BUYER OR MERGER SUB MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR NON-INFRINGEMENT)IMPLIED. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WHETHER BY (I) NOTHING IN THIS SECTION 6.07 SHALL IN ANY WAY LIMIT ANY OF THE SELLERS, THEIR AFFILIATES REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT OR ANY OF ITS THE TRANSACTION DOCUMENTS, AND (II) THE PROVISIONS OF THIS SECTION 6.07 SHALL NOT, AND SHALL NOT BE DEEMED OR THEIR OFFICERSCONSTRUED TO, DIRECTORSWAIVE, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS LIMIT OR REPRESENTATIVES OR RELEASE ANY OTHER PERSON, WITH RESPECT CLAIMS RELATING TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSFRAUD.

No Other Representations. (a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE III, SELLER AND THE COMMERCIAL AGREEMENTSSTOCKHOLDER EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT MADE, OR INFORMATION COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO PURCHASER AND ITS AFFILIATES OR REPRESENTATIVES TO THE ASSETS EXTENT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN (INCLUDING THE SITES ANY OPINION, INFORMATION, OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO PURCHASER AND EASEMENTS ITS AFFILIATES OR REPRESENTATIVES BY SELLER AND THE FACILITIESSTOCKHOLDER, EASEMENT FACILITIESANY DIRECTOR, STRUCTURESOFFICER, FIXTURESEMPLOYEE, BUILDINGSACCOUNTING FIRM, IMPROVEMENTS AND EQUIPMENT LOCATED ON LEGAL COUNSEL, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER OR THE SITES AND THE EASEMENTSSTOCKHOLDER). (b) AND THE BUSINESS EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III, ALL PURCHASED ASSETS ARE BEING SOLD HEREBY ON AN AND TRANSFERRED “AS IS”, “WHERE IS” BASISAND WITH ALL FAULTS, AND NEITHER SELLER AND THE SELLERS NOR STOCKHOLDER DISCLAIM ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYEXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PURPOSE OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSOTHERWISE.

No Other Representations. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE BY THE INITIAL AQ UNITHOLDER, THE BLOCKER SELLERS OR THE BLOCKERS IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSARTICLE IV, THE ASSETS (INCLUDING REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SITES AND EASEMENTS AND COMPANY IN ARTICLE III, THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON CERTIFICATES DELIVERED BY THE SITES AND THE EASEMENTSBLOCKER SELLERS PURSUANT TO SECTION 2.02(d)(iii) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS ISCERTIFICATE DELIVERED BY THE COMPANY PURSUANT TO SECTION 2.02(c)(vi), WHERE IS” BASISNO BLOCKER SELLER NOR ANY BLOCKER HAS, AND NEITHER THE SELLERS NOR HAS ANY AFFILIATE THEREOF OR ANY OTHER PERSON MAKES MADE ANY REPRESENTATION OR WARRANTYWARRANTY WITH RESPECT TO THE BLOCKERS OR ANY OTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE BUYER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE INITIAL AQ UNITHOLDER, THE BLOCKER SELLERS OR THE BLOCKERS IN THIS ARTICLE IV, THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN ARTICLE III, THE CERTIFICATES DELIVERED BY THE BLOCKER SELLERS PURSUANT TO SECTION 2.02(d)(iii) AND THE CERTIFICATE DELIVERED BY THE COMPANY PURSUANT TO SECTION 2.02(c)(vi), ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARE EXPRESSLY DISCLAIMED BY SUCH BLOCKER SELLERS AND SUCH BLOCKERS. NOTWITHSTANDING ANYTHING TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS CONTRARY IN THIS SECTION 4.10, NOTHING IN THIS SECTION 4.10 SHALL RELIEVE ANY SUCH REPRESENTATION PERSON FROM ANY LIABILITY OR WARRANTY (INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS.FRAUD. ARTICLE V

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE BY PARENT, HOLDCO AND MERGER SUB IN THIS AGREEMENT AND ARTICLE III (AS MODIFIED BY THE COMMERCIAL AGREEMENTSPARENT SCHEDULE), NEITHER PARENT, HOLDCO, MERGER SUB, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIESCOMMITTEE, EASEMENT FACILITIESANY AFFILIATE OF PARENT, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS HOLDCO OR MERGER SUB NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH IMPLIED REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO PARENT, HOLDCO, MERGER SUB, THE PARENT ORDINARY SHARES, THE HOLDCO SHARES, THE BUSINESS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PARENT AND ITS SUBSIDAIRIES OR NON-INFRINGEMENT), WHETHER THE TRANSACTIONS CONTEMPLATED BY THE SELLERS, THEIR AFFILIATES THIS AGREEMENT OR ANY OF ITS THE OTHER TRANSACTION DOCUMENTS, AND PARENT, HOLDCO AND MERGER SUB HEREBY EXPRESSLY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER IMPLIED OR MADE BY PARENT, HOLDCO, MERGER SUB OR ANY OF THEIR RESPECTIVE OFFICERS, MANAGERS, DIRECTORS, STOCKHOLDERS, MEMBERS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS CONSULTANTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY PARENT, HOLDCO AND MERGER SUB IN THIS ARTICLE III (AS MODIFIED BY THE PARENT SCHEDULE), PARENT, HOLDCO AND MERGER SUB HEREBY EXPRESSLY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE COMPANY, THE SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE COMPANY, THE SELLERS ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY ANY MANAGER, OFFICER, DIRECTOR, STOCKHOLDER, MEMBER, PARTNER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF PARENT, HOLDCO OR MERGER SUB OR ANY OTHER PERSONOF THEIR RESPECTIVE AFFILIATES). PARENT, WITH RESPECT HOLDCO AND MERGER SUB MAKE NO REPRESENTATIONS OR WARRANTIES TO THE ASSETS (INCLUDING COMPANY OR THE SITES SELLERS REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF PARENT AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSITS SUBSIDIARIES.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE V, SUCH STOCKHOLDER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT MADE OR INFORMATION COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO THE SURVIVING ENTITY, ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO BUYER, ITS AFFILIATES OR REPRESENTATIVES BY ANY STOCKHOLDER, PARTNER, DIRECTOR, OFFICER, EMPLOYEE, ACCOUNTING FIRM, LEGAL COUNSEL OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE OF ANY STOCKHOLDER OR THE COMPANY), INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE, OR QUALITY OF THE COMPANY’S BUSINESSES OR ITS ASSETS, AND THE COMMERCIAL AGREEMENTSCOMPANY AND THE STOCKHOLDERS SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ITS ASSETS, ANY PART THEREOF, THE ASSETS (INCLUDING THE SITES AND EASEMENTS WORKMANSHIP THEREOF, AND THE FACILITIESABSENCE OF ANY DEFECTS THEREIN, EASEMENT FACILITIESWHETHER LATENT OR PATENT, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS ARE BEING SOLD HEREBY ON AN ACQUIRED “AS IS, WHERE IS” BASISON THE CLOSING DATE, AND NEITHER THE SELLERS NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORALIN ITS PRESENT CONDITION, AND TO BUYER SHALL RELY SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH IN THIS ARTICLE V AND ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER CERTIFICATE DELIVERED BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSCOMPANY PURSUANT HERETO.

No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTSARTICLE III OR ANY OTHER TRANSACTION DOCUMENT, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIESNONE OF THP, EASEMENT FACILITIESITS SUBSIDIARIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR ANY OTHER PERSON ACTING ON BEHALF OF THP OR ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTYWARRANTY TO THE PARTIES, EXPRESS OR IMPLIED. THP ACKNOWLEDGES THAT, (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV, ARTICLE V, OR ANY OTHER TRANSACTION DOCUMENT, NONE OF BLOCKER I, BLOCKER I SELLER, NOR ANY OTHER PERSON ACTING ON BEHALF OF BLOCKER I OR BLOCKER I SELLER MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, WRITTEN (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED ARTICLE VI, ARTICLE VII, OR ORALANY OTHER TRANSACTION DOCUMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS NONE OF BLOCKER II, BLOCKER II SELLER, NOR ANY SUCH OTHER PERSON ACTING ON BEHALF OF BLOCKER II OR BLOCKER II SELLER MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED, AND (INCLUDING WITHOUT LIMITATION C) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE VIII OR ANY OTHER TRANSACTION DOCUMENT, NONE OF BUYER, MERGER SUB NOR ANY OTHER PERSON ACTING ON BEHALF OF BUYER OR MERGER SUB MAKES ANY REPRESENTATION OR WARRANTY TO THE PARTIES, EXPRESS OR IMPLIED. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (I) NOTHING IN THIS SECTION 3.27 SHALL IN ANY WAY LIMIT ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE REPRESENTATIONS OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES WARRANTIES SET FORTH IN THIS AGREEMENT OR ANY OF ITS THE TRANSACTION DOCUMENTS, AND (II) THE PROVISIONS OF THIS SECTION 3.27 SHALL NOT, AND SHALL NOT BE DEEMED OR THEIR OFFICERSCONSTRUED TO, DIRECTORSWAIVE, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS LIMIT OR REPRESENTATIVES OR RELEASE ANY OTHER PERSON, WITH RESPECT CLAIMS RELATING TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSFRAUD.

No Other Representations. EXCEPT AS AND TO THE EXTENT SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER TO THE BUYER AND SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS RESPECTIVE REPRESENTATIVES (INCLUDING WITHOUT LIMITATION ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF SELLER OR ANY AFFILIATE THEREOF). EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AGREEMENT, SELLER HEREBY EXPRESSLY DISCLAIMS AND THE COMMERCIAL AGREEMENTS, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR ANY OTHER PERSON MAKES NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESSED OR IMPLIED, WRITTEN AT COMMON LAW, BY STATUTE, OR ORALOTHERWISE, AND RELATING TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY CONDITION OF THE ASSETS OF THE MIDCON ENTITIES (INCLUDING WITHOUT LIMITATION ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENTOF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING (A) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF THE MIDCON ENTITIES OR (B) THE POSSIBILITY, WHETHER BY PROBABILITY OR LIKELIHOOD OF PROCEEDINGS ARISING FROM AND AFTER THE SELLERS, THEIR AFFILIATES OR DATE HEREOF WHICH CHALLENGE THE RATES CHARGED ON ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESSMIDCON ENTITIES’ PIPELINE SYSTEMS.