Common use of AS-IS Clause in Contracts

AS-IS. Buyer acknowledges that it is familiar with each of the Properties and has had the opportunity, directly or through its representatives to inspect each of the Properties and conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer's express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article IX hereof. Buyer or its Representatives shall have fully examined and inspected the Properties prior to the execution of this Agreement, and subject to the provisions of this Article XII and each Seller's representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth herein, Buyer agrees to accept the Properties in an "AS IS" condition as of the Closing. Buyer agrees that, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of any Seller, or any salesperson or broker (if any) involved in this transaction as to the Properties, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the Properties, (b) the fitness and/or suitability of the Properties for use as a hotel and casino, (c) the financial performance of the Properties, (d) the compliance of the Properties with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, (e) the state of repair of the Properties, (f) the value of the Properties, (g) the manner or quality of construction of the Properties, (h) the income derived or to be derived from the Properties, or (i) the fact that the Properties may be located on earthquake faults or in seismic hazardous zones. Other than in accordance with Article XI hereof, Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. Buyer acknowledges that it is familiar with each of the Properties and has had the opportunity, directly or through its representatives to inspect each of the Properties and conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer's express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article IX hereof. Buyer or its Representatives to the extent it so desires shall have fully examined and inspected the Properties Purchased Assets prior to the execution of this Agreement, and subject to the provisions of this Article XII and each Seller's representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth hereinArticle 4, Buyer agrees to accept the Properties Purchased Assets in an "“AS IS" ” condition as of the Closing, except as provided in Article 4 hereof. Buyer agrees that, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this AgreementArticle 4 hereof, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of any Seller, or any salesperson or broker (if any) involved in this transaction as to the PropertiesPurchased Assets, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the PropertiesPurchased Assets, including implied warranties of merchantability and fitness for a particular purpose and any other warranties provided or implied by applicable Law; (b) the fitness and/or suitability of the Properties Purchased Assets for use as a resort, hotel and and/or casino, ; (c) the financial performance of the Properties, Purchased Assets; (d) the compliance of the Properties Purchased Assets with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, ; (e) the state of repair of the Properties, Purchased Assets; (f) the value of the Properties, Purchased Assets; (g) the manner or quality of construction of the Properties, Purchased Assets; (h) the income derived or to be derived from the Properties, Purchased Assets; or (i) the fact that the Properties Purchased Assets may be located in hurricane zones, on earthquake faults or in seismic hazardous zones. Other than in accordance with Article XI hereofSubject to the foregoing sentence, Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. Buyer acknowledges that it is familiar with each On or before the end of the Properties and has had the opportunity, directly or through its representatives to inspect each of the Properties and conduct due diligence activities. Without limitation of the foregoing, Contingency Period Buyer acknowledges that the Purchase Price has been negotiated based on Buyer's express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article IX hereof. Buyer or its Representatives ----- shall have fully examined and inspected the Properties prior Property and know and be satisfied with the physical condition, quality, quantity and state of repair of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS- IS," and Buyer acknowledges that Buyer is acquiring the execution of this Agreement, and subject to the provisions of this Article XII and each Seller's representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth herein, Buyer agrees to accept the Properties Property in an such "AS AS-IS" condition as solely in reliance on its own inspections and examination, and its own evaluation of the ClosingProperty. Buyer agrees that, except for Seller's representations and warranties as provided set forth in this Agreement or any certificateParagraph 10(a), instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any no other ----- representations, statements, statements or warranties (oral or written, implied or express) of have at any officer, employee, agent or Representative of any time been made by Seller, or any salesperson or broker (if any) involved in this transaction its agents, as to the Propertiesphysical condition, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer acknowledges and agrees that: (i) Buyer has reviewed all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to: (a, those relating to building, zoning and land use) any representationaffecting the development, statements use, occupancy or warranties as to the physical condition enjoyment of the PropertiesProperty; and (iii) Buyer has, (b) at its own cost and expense, made its own independent investigation respecting the fitness and/or suitability Property and all other aspects of this transaction, and is relying thereon and on the Properties for use as a hotel advice of its consultants in entering into this Agreement and casino, (c) the financial performance of the Properties, (d) the compliance of the Properties with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, (e) the state of repair of the Properties, (f) the value of the Properties, (g) the manner or quality of construction of the Properties, (h) the income derived or to be derived from the Properties, or (i) the fact has determined that the Properties may be located on earthquake faults or in seismic hazardous zones. Other than in accordance with Article XI hereof, same are satisfactory to Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. This Agreement and the Transfer Documents contain all the terms of the agreement entered into between the parties as of the Effective Date, and Buyer acknowledges that it is familiar with each that, except as otherwise provided in this Agreement and the Transfer Documents, neither Seller nor any of Seller’s affiliates, constituent members, agents, representatives, members or board (collectively, “Seller’s Affiliates”) has made any representations or held out any inducements to Buyer, and Seller hereby specifically disclaims any representations, oral or written, past, present or future, other than those specifically set forth in this Agreement, the Properties Transfer Documents, and has had the opportunity, directly or through its representatives to inspect each of the Properties Exhibits and conduct due diligence activitiesSchedules hereto and thereto (as applicable). Without limitation limiting the generality of the foregoing, except as otherwise provided in this Agreement, the Transfer Documents, or in the Exhibits and Schedules hereto and thereto (as applicable), Buyer acknowledges that the Purchase Price has been negotiated based not relied on Buyer's express agreement that there would be no contingencies any representations or warranties, and neither Seller nor any of Seller’s Affiliates has or is willing to make any representations or warranties (financial or otherwise) to Closing other than the conditions set forth representations and warranties in Article IX hereof. Buyer or its Representatives shall have fully examined and inspected the Properties prior to the execution of this Agreement, and subject to the provisions of this Article XII and each Seller's representationsTransfer Documents, warranties and covenants expressly set forth herein or any certificate, instrument in the Exhibits or agreement delivered pursuant Schedules hereto and subject to the conditions set forth hereinthereto (as applicable)), Buyer agrees to accept the Properties in an "AS IS" condition as of the Closing. Buyer agrees thatexpress or implied, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of any Seller, or any salesperson or broker (if any) involved in this transaction as to the Properties, including, but not limited to: (a) any representation, statements or warranties as the status of title to the physical condition of the PropertiesProperty, (b) the fitness and/or suitability of the Properties for use as a hotel and casinoContracts, Personal Property, Intangible Property, Equipment Leases or Leases, (c) the financial performance of the PropertiesLicenses and Permits, (d) the compliance current or future real estate tax liability, assessment or valuation of the Properties with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, Property; (e) the state of repair potential qualification of the PropertiesProperty for any and all benefits conferred by any Governmental Regulations whether for subsidies, special real estate tax treatment, insurance, mortgages or any other benefits, whether similar or dissimilar to those enumerated; (f) the value compliance of the PropertiesProperty in its current or any future state of applicable Governmental Regulations or any violations thereof, including, without limitation, those relating to access for the handicapped, environmental or zoning matters, and the ability to obtain a change in the zoning or a variance in respect to the Property, and non-compliance, if any, with zoning Governmental Regulations; (g) the manner nature and extent of any right-of-way, possession, lien, encumbrance, license, reservation, condition or quality of construction of the Properties, otherwise; (h) the income derived availability of any financing for the purchase, alteration, rehabilitation or to be derived operation of the Property from the Propertiesany source, including, without limitation, any government authority or any lender; (i) the fact that current or future use of the Properties may be located on earthquake faults Property, including, without limitation, use for commercial, manufacturing or general office purposes; (j) the present and future condition and operating state of any Personal Property and the present or future structural and physical condition of the Improvements, their suitability for rehabilitation or -29- renovation, or the need for expenditures of capital improvements, repairs or replacements thereof; (k) the viability or financial condition of any tenant; (l) the status of the market in seismic hazardous zones. Other than in accordance which the Property is located; (m) the actual or projected income or operating expenses of the Property; or (n) the availability and cost of property and casualty insurance with Article XI hereof, Buyer, for itself and its successors and assigns, waives any right respect to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arisingthe Property.

AS-IS. Buyer acknowledges that it is 6.2.1 PURCHASER ACKNOWLEDGES AND AGREES, AS A MATERIAL INDUCEMENT TO THE SELLER’S EXECUTION AND DELIVERY OF THIS AGREEMENT, THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROPERTY IS BEING PURCHASED AND SOLD “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.” 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm’s-length bargaining between entities familiar with each transactions of this kind, and the Properties price, terms and has had the opportunity, directly or through its representatives to inspect each of the Properties and conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer's express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article IX hereof. Buyer this Agreement reflect the fact that (except as otherwise expressly set forth in this Agreement) Purchaser is not relying upon any information provided by (or its Representatives shall have fully examined and inspected the Properties prior by any Person on behalf of) Seller or statements, representations or warranties, express or implied, made by (or by any Person on behalf of) Seller, including, without limitation, relating to the execution value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit, or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute of or matter relating to the Property. Except as otherwise expressly set forth in this Agreement, Xxxxxxxxx agrees that Seller shall not be responsible or liable to Purchaser (a) for any defects, errors or omissions in the Due Diligence Materials or (b) on account of any conditions affecting the Property. 6.2.3 Purchaser acknowledges and subject to the provisions of this Article XII and each Seller's representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth herein, Buyer agrees to accept the Properties in an "AS IS" condition as of the Closing. Buyer agrees that, except as provided otherwise expressly set forth in this Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer no representation has been made, and no responsibility is not relying upon assumed, by Seller with respect to the financial earning capacity of the Property, the continued occupancy of the Property or any representationspart thereof or the occupancy of the Property at Closing. 6.2.4 Purchaser agrees and acknowledges that, statementsexcept as expressly set forth in the Seller’s Representations, Seller makes no representations or warranties with respect to the Property (oral or writtenany portion thereof), implied the operation, management and/or leasing of the Property or express) concerning any statements made or information delivered or made available to Purchaser (whether by Seller, any of its Affiliates or any agents, representatives, consultants or advisors of any officer, employee, agent or Representative of any Sellerthe foregoing, or any salesperson or broker (if anyother Person) involved in this transaction as with respect to the PropertiesProperty (or any portion thereof) or the business of Seller, includingand all such representations and warranties are hereby expressly excluded and disclaimed. Purchaser further acknowledges and agrees that all materials, but not limited to: data and information delivered by Seller to Purchaser in connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of Purchaser, except as otherwise expressly stated herein. Except as otherwise expressly provided herein, without limiting the generality of the foregoing provisions, Purchaser acknowledges and agrees that (a) any representation, statements environmental or warranties as other report with respect to the physical condition of the PropertiesProperty which is delivered by Seller to Purchaser shall be for general informational purposes only, (b) Purchaser shall not have any right to rely on any such report delivered by Seller to Purchaser (unless the fitness and/or suitability environmental consultant subsequently provides a reliance letter to Purchaser, but in no event shall Seller have any liability to Purchaser arising out of said reliance letter), but rather will rely on its own inspections and investigations of the Properties for use as a hotel Property and casinoany reports commissioned by Purchaser with respect thereto, and (c) the financial performance neither Seller nor any Affiliate of the Properties, (d) the compliance of the Properties with applicable building, zoning, subdivision, environmental, Seller shall have any liability to Purchaser for any inaccuracy in or land use Laws, codes, ordinances, rules or regulations, (e) the state of repair of the Properties, (f) the value of the Properties, (g) the manner or quality of construction of the Properties, (h) the income derived or to be derived omission from the Properties, or (i) the fact that the Properties may be located on earthquake faults or in seismic hazardous zones. Other than in accordance with Article XI hereof, Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arisingreport.

AS-IS. Buyer acknowledges that it is familiar with each of the Properties and has had the opportunity, directly or through its representatives to inspect each of the Properties and conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer's ’s express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article IX hereof. Buyer or its Representatives shall have fully examined and inspected the Properties prior to the execution of this Agreement, and subject to the provisions of this Article XII and each Seller's ’s representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth herein, Buyer agrees to accept the Properties in an "“AS IS" ” condition as of the Closing. Buyer agrees that, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of any Seller, or any salesperson or broker (if any) involved in this transaction as to the Properties, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the Properties, (b) the fitness and/or suitability of the Properties for use as a hotel and casino, (c) the financial performance of the Properties, (d) the compliance of the Properties with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, (e) the state of repair of the Properties, (f) the value of the Properties, (g) the manner or quality of construction of the Properties, (h) the income derived or to be derived from the Properties, or (i) the fact that the Properties may be located on earthquake faults or in seismic hazardous zones. Other than in accordance with Article XI hereof, Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. Buyer acknowledges that it is familiar with each of the Properties Property and has had had, or will have prior to the Due Diligence Date, the opportunity, directly or through its representatives Representatives to inspect each of the Properties Property and conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer's ’s express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article IX V hereof. Buyer or its Representatives shall have fully have, or will prior to the Due Diligence Date, examined and inspected the Properties prior to the execution of this AgreementProperty, and subject to the provisions of this Article XII and each Seller's ’s representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth herein, Buyer agrees to accept the Properties Property in an "“AS IS" ” condition as of the Closing. Buyer agrees that, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of any Seller, or any salesperson or broker (if any) involved in this transaction as to the PropertiesProperty, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the PropertiesProperty, (b) the fitness and/or suitability of the Properties Property for use as a hotel and casino, (c) the financial performance of the PropertiesProperty, (d) the compliance of the Properties Property with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, (e) the state of repair of the PropertiesProperty, (f) the value of the PropertiesProperty, (g) the manner or quality of construction of the PropertiesProperty, (h) the income derived or to be derived from the PropertiesProperty, or (i) the fact that the Properties Property may be located on earthquake faults or in seismic hazardous zones. Other than Except with respect to the representations, warranties and covenants set forth in accordance with Article XI hereofthis Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement and Buyer’s rights to indemnification as provided in this Agreement, Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arisingarising other than resulting from Seller’s fraud or willful misconduct.

AS-IS. Buyer 14.1 Purchaser expressly acknowledges that it and agrees to accept title to the Properties on an "as-is-where-is familiar and with each all faults" basis except as otherwise provided in this Agreement. 14.2 Except for separate agreement(s) entered in writing by the parties hereto contemporaneously herewith or at Closing, this Agreement, as written, contains all the terms of the Properties and has had agreement entered into between the opportunity, directly or through its representatives to inspect each parties as of the Properties date hereof, and conduct due diligence activitiesPurchaser acknowledges, that neither Seller nor any of Seller's Affiliates (as hereinafter defined), nor any of their agents or representatives, has made any representations or held out any inducements to Purchaser, and Seller hereby specifically disclaims any representation, oral or written, past, present or future, other than those specifically set forth in Sections 8.1 and 15.1, or elsewhere in this Agreement. Without limitation limiting the generality of the foregoing, Buyer acknowledges that the Purchase Price Purchaser has been negotiated based not relied on Buyerany representations or warranties, and neither Seller nor any of Seller's Affiliates, nor any of their agents or representatives has or is willing to make any representations or warranties, express agreement that there would be no contingencies (financial or otherwise) to Closing implied, other than the conditions as may be expressly set forth in Article IX hereof. Buyer or its Representatives shall have fully examined and inspected the Properties prior to the execution of this Agreement, and subject to as to: (A) the provisions status of this Article XII and each Seller's representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth herein, Buyer agrees to accept the Properties in an "AS IS" condition as of the Closing. Buyer agrees that, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of any Seller, or any salesperson or broker (if any) involved in this transaction as title to the Properties; (B) the Leases; (C) the Contracts; (D) the Licenses; (E) the current or future real estate tax liability, including, but not limited to: (a) any representation, statements assessment or warranties as to the physical condition valuation of the Properties, ; (bF) the fitness and/or suitability potential qualification of the Properties for use as a hotel any and casinoall benefits conferred by any Laws whether for subsidies, special real estate tax treatment, insurance, mortgages or any other benefits, whether similar or dissimilar to those enumerated; (c) the financial performance of the Properties, (dG) the compliance of the Properties in its current or any future state with applicable buildingLaws or any violations thereof, zoningincluding, subdivisionwithout limitation, environmentalthose relating to access for the handicapped, environmental or land use zoning matters, and the ability to obtain a change in the zoning or a variance in respect to the Properties' non-compliance, if any, with zoning Laws, codes, ordinances, rules or regulations, ; (eH) the state nature and extent of repair any right-of-way, lease, possession, lien, encumbrance, license, reservation, condition or otherwise; (I) the availability of any financing for the purchase, alteration, rehabilitation or operation of the Properties from any source, including, without limitation, any government authority or any lender; (J) the current or future use of the Properties, ; (fK) the value present and future condition and operating state of any Personal Property and the present or future structural and physical condition of any of the Buildings, their suitability for rehabilitation or renovation, or the need for expenditures for capital improvements, repairs or replacements thereto; (L) the viability or financial condition of any tenant; (M) the status of the leasing market in which the Properties is located; and/or (N) the actual or projected income or operating expenses of the Properties. 14.3 Purchaser acknowledges that Seller has afforded Purchaser the opportunity for full and complete investigations, examinations and inspections of the Properties and all Property Information. Purchaser acknowledges and agrees that: (gA) the manner Property Information delivered or quality made available to Purchaser and Purchaser's Representatives (as hereinafter defined) by Seller or Seller's Affiliates, or any of construction their agents or representatives may have been prepared by third parties and may not be the work product of Seller and/or any of Seller's Affiliates; (B) neither Seller nor any of Seller's Affiliates has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property Information, except for those items specifically covered by Seller representations in Article 8; (C) except for those items specifically referenced in the schedules referred to in Article 8, the Property Information delivered or made available to Purchaser and Purchaser's Representatives is furnished to each of them at the request, and for the convenience of, Purchaser; (D) Purchaser is relying solely on its own investigations, examinations and inspections of the PropertiesProperties and those of Purchaser's Representatives and is not relying in any way on the Property Information furnished by Seller or any of Seller's Affiliates, or any of their agents or representatives (hexcept those items specifically covered by Seller representations in Article 8); (E) Seller expressly disclaims any representations or warranties with respect to the income derived accuracy or completeness of the Property Information (except those items specifically covered by Seller representations in Article 8) and Purchaser releases Seller and Seller's Affiliates, and their agents and representatives, from any and all liability with respect thereto (except those items specifically covered by Seller representations in Article 8); and (F) any further distribution of the Property Information is subject to be derived Article 24. 14.4 Purchaser or anyone claiming by, through or under Purchaser, hereby fully and irrevocably releases Seller and Seller's Affiliates, and their agents and representatives, from any and all claims that it may now have or hereafter acquire against Seller or Seller's Affiliates, or their agents or representatives for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to any construction defects, construction errors or omissions on or in the Properties, or any other construction related conditions (i) the fact that the Properties may be located on earthquake faults or in seismic hazardous zones. Other than in accordance with Article XI hereofwhether patent, Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patentotherwise) affecting the Properties, disclosed or undisclosedexcept for: (A) claims against Seller based upon any representations, known or unknown, in contract or tort, now existing or hereafter arising.warranties,

AS-IS. Buyer acknowledges that it is familiar with each of the Properties and has had the opportunity, directly or through its representatives to inspect each of the Properties and conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer's express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article IX hereof. Buyer or its Representatives shall have fully examined and inspected the Properties Purchased Assets prior to the execution of this Agreement, and subject to the provisions of this Article XII and each Seller's representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth hereinXI, Buyer agrees to accept the Properties Purchased Assets in an "“AS IS" ” condition as of the Closing. Buyer agrees that, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this AgreementArticle V hereof, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of any Seller, or any salesperson or broker (if any) involved in this transaction as to the PropertiesPurchased Assets, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the PropertiesPurchased Assets, (b) the fitness and/or suitability of the Properties Purchased Assets for use as a resort, hotel and and/or casino, ; (c) the financial performance of the Properties, Purchased Assets; (d) the compliance of the Properties Purchased Assets with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, ; (e) the state of repair of the Properties, Purchased Assets; (f) the value of the Properties, Purchased Assets; (g) the manner or quality of construction of the Properties, Purchased Assets; (h) the income derived or to be derived from the Properties, Purchased Assets; or (i) the fact that the Properties Purchased Assets may be located on earthquake faults or in seismic hazardous zones. Other than in accordance with Article XI hereof, Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. Buyer Purchaser acknowledges that it is familiar with each of the Properties and has had the opportunity, directly or through its representatives to inspect each of the Properties and conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer's express agreement that there would be no contingencies agrees that: (financial or otherwisea) to Closing other than the conditions set forth in Article IX hereof. Buyer or its Representatives shall have fully examined and inspected the Properties prior to the execution of this Agreement, Purchaser has independently examined, inspected, and subject investigated to the provisions full satisfaction of this Article XII Purchaser, the physical nature and each Seller's representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth herein, Buyer agrees to accept the Properties in an "AS IS" condition as of the Closing. Buyer agrees that, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of any Seller, or any salesperson or broker (if any) involved in this transaction as to the PropertiesProperty, including, but not limited to: , its environmental condition, and the income, operating expenses and carrying charges affecting the Property; (ab) except as expressly set forth in this Contract, neither Seller nor any representationagent, statements officer, employee, or warranties representative of Seller has made any representation whatsoever regarding the subject matter of this Contract or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical or environmental condition of the PropertiesProperty, (b) the fitness and/or suitability existence or non-existence of petroleum, asbestos, lead paint, fungi, including mold, or other microbial contamination, hazardous substances or wastes, underground or above ground storage tanks or any other environmental hazards on, under or about the Properties for use as a hotel and casinoReal Property, (c) the financial performance of Space Leases or License Agreements, operating expenses or carrying charges affecting the PropertiesProperty, (d) the compliance of the Properties Property or its operation with any laws, rules, ordinances or regulations of any applicable buildinggovernmental or quasi-governmental authority or the habitability, zoningmerchantability, subdivisionmarketability, environmentalprofitability or fitness of the Property for any purpose; and (c) except as expressly set forth in this Contract, Purchaser, in executing, delivering and performing this Contract, does not rely upon any statement, offering material, operating statement, historical budget, engineering structural report, any environmental reports, other reports or studies, information, or land use Lawsrepresentation to whomsoever made or given, codeswhether to Purchaser or others, and whether directly or indirectly, orally or in writing, made by any person, firm or corporation, and Purchaser acknowledges that except as expressly set forth herein, Seller makes no representation or warranty as to the accuracy or completeness of any such statement, information, offering material, operating statement, historical budget, report, study or representation. Without limiting the foregoing, but in addition thereto, except as otherwise expressly set forth in Section 3.5 and Section 6.1 of this Contract, Seller shall deliver, and Purchaser shall take, the Property in its “as is” “where is” condition and with all faults on the Closing Date, including, but not limited to, any violations of law or municipal ordinances, rules orders or regulationsrequirements imposed or issued by any governmental or quasi-governmental authority having or asserting jurisdiction against or affecting the Property, and any conditions which may result in violations (e) collectively, “Violations”). The provisions of this Section 5.1 shall survive the state Closing or the earlier termination of repair of the Properties, (f) the value of the Properties, (g) the manner or quality of construction of the Properties, (h) the income derived or to be derived from the Properties, or (i) the fact that the Properties may be located on earthquake faults or in seismic hazardous zones. Other than in accordance with Article XI hereof, Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arisingthis Contract.

AS-IS. Buyer acknowledges that it is familiar with each of the Properties and has had the opportunity, directly or through its representatives to inspect each of the Properties and conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer's express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article IX hereof. Buyer or its Representatives shall have fully examined and inspected the Properties Purchased Assets prior to the execution of this Agreement, and subject to the provisions of this Article XII and each Seller's representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth hereinARTICLE XI, Buyer agrees to accept the Properties Purchased Assets in an "“AS IS" ” condition as of the Closing. Buyer agrees that, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this AgreementARTICLE V hereof, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent agent, Affiliate or Representative of any Seller, or any salesperson or broker (if any) involved in this transaction as to the PropertiesPurchased Assets, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the Properties, Purchased Assets; (b) the fitness and/or suitability of the Properties Purchased Assets for use as a hotel and race track and/or casino, ; (c) the past, current or future financial performance of the Properties, Purchased Assets; (d) the compliance of the Properties Purchased Assets with applicable Laws, including building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, ; (e) the state of repair of the PropertiesPurchased Assets, including, without limitation, the Improvements; (f) the value of the Properties, Purchased Assets; (g) the manner or quality of construction of the Properties, Purchased Assets; (h) the income derived or to be derived from the Properties, Purchased Assets; or (i) the fact that the Properties Purchased Assets may be located on earthquake faults or in seismic hazardous zones. Other than in accordance with Article XI hereof, Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising, except with respect to the representations and warranties in ARTICLE V hereof.

AS-IS. Buyer acknowledges that it is familiar with each of the Properties and has had the opportunity, directly or through its representatives to inspect each of the Properties and conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer's express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article IX hereof. Buyer or its Representatives to the extent it so desires shall have fully examined and inspected the Properties Purchased Assets prior to the execution of this Agreement, and subject to the provisions of this Article, Article XII 4 and each Seller's representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth hereinArticle 6, Buyer agrees to accept the Properties Purchased Assets in an "“AS IS" ” condition as of the Closing. Buyer agrees that, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this AgreementArticle 4 hereof, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of any Seller, or any salesperson or broker (if any) involved in this transaction as to the PropertiesPurchased Assets, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the PropertiesPurchased Assets, including implied warranties of merchantability and fitness for a particular purpose and any other warranties provided or implied by applicable Law; (b) the fitness and/or suitability of the Properties Purchased Assets for use as a resort, hotel and and/or casino, ; (c) the financial performance of the Properties, Purchased Assets; (d) the compliance of the Properties Purchased Assets with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, ; (e) the state of repair of the Properties, Purchased Assets; (f) the value of the Properties, Purchased Assets; (g) the manner or quality of construction of the Properties, Purchased Assets; (h) the income derived or to be derived from the Properties, Purchased Assets; or (i) the fact that the Properties Purchased Assets may be located in hurricane zones, on earthquake faults or in seismic hazardous zones. Other than in accordance with Article XI hereofSubject to the foregoing sentence, Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. Buyer acknowledges that it is familiar with each of the Properties and has had the opportunity, directly or through its representatives to inspect each of the Properties and conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer's express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article IX hereof. Buyer or its Representatives to the extent it so desires shall have fully examined and inspected the Properties Purchased Assets prior to the execution of this Agreement, and subject to the provisions of this Article XII and each Seller's representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth hereinXI, Buyer agrees to accept the Properties Purchased Assets in an "“AS IS" ” condition as of the Closing. Buyer agrees that, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this AgreementArticle V hereof, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of any Seller, or any salesperson or broker (if any) involved in this transaction as to the PropertiesPurchased Assets, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the PropertiesPurchased Assets, (b) the fitness and/or suitability of the Properties Purchased Assets for use as a resort, hotel and and/or casino, ; (c) the financial performance of the Properties, Purchased Assets; (d) the compliance of the Properties Purchased Assets with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, ; (e) the state of repair of the Properties, Purchased Assets; (f) the value of the Properties, Purchased Assets; (g) the manner or quality of construction of the Properties, Purchased Assets; (h) the income derived or to be derived from the Properties, Purchased Assets; or (i) the fact that the Properties Purchased Assets may be located in hurricane zones, on earthquake faults or in seismic hazardous zones. Other than in accordance with Article XI hereofSubject to the foregoing sentence, Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. Buyer acknowledges that it is familiar with each of the Properties and has had the opportunity, directly or through its representatives to inspect each of the Properties and conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer's express agreement that there would be no contingencies 58 (financial or otherwisea) to Closing other than the conditions set forth in Article IX hereof. Buyer Buyers or its Representatives shall have fully examined and inspected the Properties prior to the execution of this Agreement, and subject to the representations and warranties in Article V and the provisions of this Article XII and each Seller's representationsXI, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth herein, Buyer agrees Buyers agree to accept the Properties in an "“AS IS" ” condition as of the Closing. Buyer agrees Buyers agree that, except as provided in this Agreement or any certificateArticle V hereof, instrument or agreement delivered pursuant to this Agreement, no Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of any Seller, or any salesperson or broker (if any) involved in this transaction as to the Properties, including, but not limited to: (ai) any representation, statements or warranties as to the physical condition of the Properties, (bii) the fitness and/or suitability of the Properties for use as a resort, hotel and and/or casino, ; (ciii) the financial performance of the Properties, ; (div) the compliance of the Properties with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, ; (ev) the state of repair of the Properties, ; (fvi) the value of the Properties, ; (gvii) the manner or quality of construction of the Properties, ; (hviii) the income derived or to be derived from the Properties, ; or (i) the fact that the Properties may be located on earthquake faults or in seismic hazardous zones. Other than To the extent not covered by the representations and warranties made in accordance with Article XI hereofV, each Buyer, for itself and its successors and assigns, waives any right to assert any claim against any SellerSellers, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising. (b) Except as expressly set forth to the contrary in this Agreement, including, without limitation Article V hereof, Buyers acknowledge and agree that they are taking the Properties in “As-Is” condition with respect to any environmental conditions and Buyers shall be responsible, at the Buyers’ sole cost and expense, to take all necessary and required action in connection with the Purchased Assets and Assumed Liabilities as they related to such environmental conditions.