ENVIRONMENTAL AND OTHER REPORTS. ​ has delivered to ​ at ​’s request the environmental and other reports (the “Reports”) listed on [Exhibit R]. ​ makes no representation or warranty that the Reports are accurate or complete. ​ hereby releases ​ from any liability whatsoever with respect to the Reports, including, without limitation, the matters set forth in the Reports or the accuracy and/or completeness of the Reports.

the original Lease (or copy thereof certified by Seller as to completeness), licenses and permits and all leasing and property files and other property information in Seller’s possession or control;

and preferences set forth in the Securities. Assuming # the accuracy of the information provided by the respective

Except as expressly set forth in this Agreement, Seller makes no representations or warranties with regard to the truth, accuracy or completeness of any materials, data or other information supplied to Buyer in connection with Buyer’s due diligence. Seller represents that Seller has relied on those materials provided pursuant to this Paragraph 5(a) in connection with its ownership, development, operation and use of the Property, but are hereby provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer shall be at the sole risk of Buyer. Neither Seller nor any person or entity which prepared any report or reports delivered by Seller to Buyer shall have any liability to Buyer for any inaccuracy in or omission from any such reports.

Accuracy of Financial Statements. The terms set forth in this Binding Letter of Intent are based on the parties' assumption that ​’s balance sheets, income statements, of cash flows, and notes (the “Financial Statements”) for the fiscal years ending ​, ​ and ​, will be prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, and that such Financial Statements shall fairly represent ​’s financial condition and the results of its operations for those periods; and prior to the Closing of the Acquisition, and within 71 days of the execution of the Acquisition Agreement, any necessary audits for the foregoing periods of ​ (the “​ Audits”) shall be performed and completed by a PCAOB registered auditing firm as selected by the Company, currently intended to be BF Borgers.

Accuracy, Error, Defect in Graphite Materials or Graphite Information. WuXi ATU is not liable for # any error or defect in, or the accuracy of Graphite Materials or Graphite Information or for any error or defect in the Services arising out of or related to any inaccuracies, error or defect in such Graphite Materials or Graphite Information, nor for # any consequences of such inaccuracies, errors or defects, including but not limited to, any liability arising out of any delay by WuXi ATU to timely perform the Services.

No Representation or Warranty by ​. ​ acknowledges that, except as otherwise expressly set forth in this Agreement, ​ has not made and ​ does not make any warranty or representation regarding the truth, accuracy or completeness of the Property Documents or the source(s) thereof. ​ further acknowledges that some if not all of the Property Documents were prepared by third parties other than ​. Except as otherwise set forth in [Section 9.1] of this Agreement, ​ expressly disclaims any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the Property Documents, or in any other written or oral communications transmitted or made available to ​. ​ shall rely solely upon its own investigation with respect to the Properties, including, without limitation, the physical, environmental or economic condition of any of the Properties, compliance or lack of compliance by any of the Properties with any ordinance, order, permit or regulation or any other attribute or matter relating thereto. ​ has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and is providing the Property Documents solely as an accommodation to ​. The provisions of this [Section 4.9] shall survive the termination of this Agreement and shall survive the Closing.

BUYER FURTHER ACKNOWLEDGES THAT THE INFORMATION, IF ANY, PROVIDED AND TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND SELLER # HAS NOT MADE AND WILL NOT BE OBLIGATED TO MAKE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND # DOES NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. BUYER ACKNOWLEDGES AND AGREES THAT ALL MATERIALS, DATA AND INFORMATION DELIVERED AT ANY TIME BY SELLER TO BUYER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO BUYER AS A CONVENIENCE ONLY AND THAT ANY RELIANCE ON OR USE OF SUCH MATERIALS, DATA OR INFORMATION BY BUYER SHALL BE AT THE SOLE RISK OF BUYER. BUYER ACKNOWLEDGES AND AGREES THAT IT WILL CONDUCT ITS OWN VERIFICATION OF THE INFORMATION, EITHER INDEPENDENTLY OR THROUGH AGENTS OF BUYER’S CHOOSING. NEITHER SELLER, NOR ITS AGENTS, NOR THE PERSON OR ENTITY WHICH PREPARED ANY REPORT OR REPORTS DELIVERED BY SELLER TO BUYER SHALL HAVE ANY LIABILITY TO BUYER FOR ANY INACCURACY IN OR OMISSION FROM ANY SUCH REPORTS.

CONSULTANT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES HEREUNDER, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, OR WITH RESPECT TO THE ACCURACY, COMPLETENESS, OPERABILITY, OR USEFULNESS OF THE SERVICES OR THE RESULTS THEREOF. ​ assumes full responsibility, and Consultant shall not be liable for, # ​'s use and application of the services hereunder, # the adequacy, accuracy, interpretation or usefulness of the services, and # the results or information developed from ​'s use or application of the services. ​ waives any claim or rights of recourse on account of claims against Consultant either in ​'s own right or on account of claims against Consultant by third parties, and ​ shall indemnify and hold Consultant harmless against any claims, liabilities, demands or suits of third parties. The foregoing waiver and indemnity shall apply to any claims, rights of recourse, liability, demand or suit for personal injury, property damage, or any other damage, loss or liability, directly or indirectly arising out of, resulting from or in any way connected with the Services hereunder, or the use, application, adequacy, accuracy, interpretation, usefulness, or management of the Services, or the results of information developed from any use or application of the Services, and whether based on contract obligation, tort liability (including negligence) or otherwise.

As used in the opinions expressed herein, the phrase “to our knowledge” refers only to the actual current knowledge of those attorneys in our firm who have given substantive attention to the [[Organization A:Organization]] and [[Organization C:Organization]] in connection with the transaction contemplated pursuant to the Bi-Lateral Term Loan Agreement (the “Transaction”) and does not # include constructive notice of matters or information, or # imply that we have undertaken any independent investigation # with any persons outside our firm, or # as to the accuracy or completeness of any factual representation or other information made or furnished in connection with the Transaction. Furthermore, such reference means only that we do not know of any fact or circumstance contradicting the statement that follows the reference, and does not imply that we know the statement to be correct or have any basis (other than the Documents) for that statement.