Each of ASV, Manitex (on behalf of itself and each other member of the Manitex Group) and Terex (on behalf of itself and each other member of the Terex Group) understands and agrees that, except as expressly set forth in this Agreement or any Ancillary Agreement, no Party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities held, transferred or assumed as contemplated hereby or thereby.