Common use of Investigation; No Other Representations Clause in Contracts

Investigation; No Other Representations. (a) Acquiror and PropCo each has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo is acquiring the Acquired Interests for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Neither Acquiror nor PropCo is a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests in violation of applicable Law. Acquiror and PropCo acknowledge and understand that (i) the acceptance of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon their contribution by Contributor, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree that the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Subject Entities and the Contributor Group (with respect to the SUN Retail Assets), and (ii) has been furnished with or given full access to such documents and information about the Subject Entities and their respective businesses and operations, and the SUN Retail Business, as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, has received all materials relating to the business of the Subject Entities and the SUN Retail Business that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Subject Entities or Contributor herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributor, Contributor Group and the Subject Entities have answered to Acquiror’s satisfaction all inquiries that Acquiror and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Subject Entities and the SUN Retail Business or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror has relied solely upon its own investigation and analysis and the representations and warranties of Contributor, the Subject Entities, Retail Parent and the Contributor Group expressly contained in Article 3, Article 4 and Article 5, respectively, and the Company Certificate and Acquiror acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of the Subject Entities, the Contributor Group, Retail Parent, Contributor, or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Subject Entities heretofore or hereafter delivered to or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of the Subject Entities, the Contributor Group, Retail Parent or Contributor (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each Contributor has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests Unit Consideration and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each Contributor is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo Contributor is acquiring the Acquired Interests Unit Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired InterestsUnit Consideration. Neither Acquiror nor PropCo Contributor is not a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests Unit Consideration in violation of applicable Law. Acquiror Contributor acknowledges and PropCo acknowledge and understand understands that (i) the acceptance acquisition of the Acquired Interests Unit Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests Unit Consideration will, upon their contribution the issuance by ContributorAcquiror, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree Contributor agrees that the Acquired Interests Unit Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, Contributor (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Subject Entities and the Contributor Group (with respect to the SUN Retail Assets)Acquiror Group, and (ii) has been furnished with or given full access to such documents and information about the Subject Entities Acquiror Group and their respective businesses and operations, and the SUN Retail Business, operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, Contributor has received all materials relating to the business of the Subject Entities and the SUN Retail Business Acquiror Group that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Subject Entities or Contributor Acquiror herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributor, Contributor Group and the Subject Entities have Acquiror has answered to AcquirorContributor’s satisfaction all inquiries that Acquiror Contributor and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Subject Entities and the SUN Retail Business Acquiror Group or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror Contributor has relied solely upon its own investigation and analysis and the representations and warranties of Contributor, the Subject Entities, Retail Parent and the Contributor Group Acquiror Parties expressly contained in Article 3, Article 4 and Article 5, respectively, 6 and the Company Acquiror Certificate and Acquiror Contributor acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of the Subject EntitiesAcquiror, the Contributor Group, Retail Parent, Contributor, members of the Acquiror Group or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror Contributor or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any member of the Subject Entities Acquiror Group heretofore or hereafter delivered to or made available to Acquiror Contributor or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of any member of the Subject Entities, the Contributor Group, Retail Parent Acquiror Group or Contributor Acquiror (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror such Contributor in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo is acquiring the Acquired Interests for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Neither Acquiror nor PropCo is a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests in violation of applicable Law. Acquiror and PropCo acknowledge and understand that (i) the acceptance of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon their contribution by ContributorContributors, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree that the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Subject Entities and the Contributor Group (with respect to the SUN Retail Assets)Company, and (ii) has been furnished with or given full access to such documents and information about the Subject Entities Company and their its respective businesses and operations, and the SUN Retail Business, operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, has received all materials relating to the business of the Subject Entities and the SUN Retail Business Company that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Subject Entities Company or Contributor Contributors herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributor, Contributor Group Contributors and the Subject Entities Company have answered to Acquiror’s satisfaction all inquiries that Acquiror and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Subject Entities and the SUN Retail Business Company or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror has relied solely upon its own investigation and analysis and the representations and warranties of Contributor, the Subject Entities, Retail Parent Company and the Contributor Group Contributors expressly contained in Article 3, Article 4 3 and Article 54, respectively, and the Company Certificate and Acquiror acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of the Subject EntitiesContributors, the Contributor Group, Retail Parent, Contributor, Company or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Subject Entities Company heretofore or hereafter delivered to or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of the Subject Entities, the Contributor Group, Retail Parent Company or Contributor Contributors (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo SPOC each has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests and is capable of bearing the economic risk of such investment. Acquiror and PropCo SPOC are each an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo SPOC is acquiring the Acquired Interests for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Interests. Neither Acquiror nor PropCo SPOC is a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests in violation of applicable Law. Acquiror and PropCo SPOC acknowledge and understand that (i) the acceptance of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon their contribution by Contributor, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo SPOC agree that the Acquired Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCoSPOC, (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Subject Entities and the Contributor Group (with respect to the SUN Retail Assets)Company, and (ii) has been furnished with or given full access to such documents and information about the Subject Entities Company and their its respective businesses and operations, and the SUN Retail Business, operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCoSPOC, has received all materials relating to the business of the Subject Entities and the SUN Retail Business Company that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Subject Entities Company or Contributor herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributor, Contributor Group and the Subject Entities Company have answered to Acquiror’s satisfaction all inquiries that Acquiror and its representatives and advisors have made on its behalf or on behalf of PropCo SPOC concerning the business of the Subject Entities and the SUN Retail Business Company or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror has relied solely upon its own investigation and analysis and the representations and warranties of Contributor, the Subject Entities, Retail Parent Company and the Contributor Group expressly contained in Article 3, Article 4 3 and Article 54, respectively, and the Company Certificate and Acquiror acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of the Subject EntitiesContributor, the Contributor Group, Retail Parent, Contributor, Company or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Subject Entities Company heretofore or hereafter delivered to or made available to Acquiror or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of the Subject Entities, the Contributor Group, Retail Parent Company or Contributor (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each Such Contributor has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests Unit Consideration and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each Such Contributor is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo Such Contributor is acquiring the Acquired Interests Unit Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired InterestsUnit Consideration. Neither Acquiror nor PropCo Such Contributor is not a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests Unit Consideration in violation of applicable Law. Acquiror Such Contributor acknowledges and PropCo acknowledge and understand understands that (i) the acceptance acquisition of the Acquired Interests Unit Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests Unit Consideration will, upon their contribution the issuance by ContributorAcquiror, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree Such Contributor agrees that the Acquired Interests Unit Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, Such Contributor (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Subject Entities and the Contributor Group (with respect to the SUN Retail Assets)Acquiror Group, and (ii) has been furnished with or given full access to such documents and information about the Subject Entities Acquiror Group and their respective businesses and operations, and the SUN Retail Business, operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, Such Contributor has received all materials relating to the business of the Subject Entities and the SUN Retail Business Acquiror Group that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Subject Entities or Contributor Acquiror herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributor, Contributor Group and the Subject Entities have Acquiror has answered to Acquirorsuch Contributor’s satisfaction all inquiries that Acquiror such Contributor and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Subject Entities and the SUN Retail Business Acquiror Group or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror such Contributor has relied solely upon its own investigation and analysis and the representations and warranties of Contributor, the Subject Entities, Retail Parent and the Contributor Group Acquiror Parties expressly contained in Article 3, Article 4 and Article 5, respectively, 5 and the Company Acquiror Certificate and Acquiror such Contributor acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of the Subject EntitiesAcquiror, the Contributor Group, Retail Parent, Contributor, members of the Acquiror Group or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror such Contributor or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any member of the Subject Entities Acquiror Group heretofore or hereafter delivered to or made available to Acquiror such Contributor or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of any member of the Subject Entities, the Contributor Group, Retail Parent Acquiror Group or Contributor Acquiror (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror such Contributor in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each Seller has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests Unit Consideration and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each Seller is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo Seller is acquiring the Acquired Interests Unit Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired InterestsUnit Consideration. Neither Acquiror nor PropCo Seller is not a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests Unit Consideration in violation of applicable Law. Acquiror Seller acknowledges and PropCo acknowledge and understand understands that (i) the acceptance acquisition of the Acquired Interests Unit Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests Unit Consideration will, upon their contribution the issuance by ContributorBuyer, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree Seller agrees that the Acquired Interests Unit Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, Seller (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Subject Entities and the Contributor Group (with respect to the SUN Retail Assets)Buyer Group, and (ii) has been furnished with or given full access to such documents and information about the Subject Entities Buyer Group and their respective businesses and operations, and the SUN Retail Business, operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, Seller has received all materials relating to the business of the Subject Entities and the SUN Retail Business Buyer Group that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Subject Entities or Contributor Buyer herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributor, Contributor Group and the Subject Entities have Buyer has answered to AcquirorSeller’s satisfaction all inquiries that Acquiror Seller and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Subject Entities and the SUN Retail Business Buyer Group or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror Seller has relied solely upon its own investigation and analysis and the representations and warranties of Contributor, the Subject Entities, Retail Parent and the Contributor Group Buyer expressly contained in Article 3, Article 4 and Article 5, respectively, 5 and the Company Buyer Certificate and Acquiror Seller acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of the Subject EntitiesBuyer, the Contributor Group, Retail Parent, Contributor, members of the Buyer Group or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror Seller or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any member of the Subject Entities Buyer Group heretofore or hereafter delivered to or made available to Acquiror Seller or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of any member of the Subject Entities, the Contributor Group, Retail Parent Buyer Group or Contributor Buyer (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror Seller in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each Contributor has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests Unit Consideration and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each Contributor is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo Contributor is acquiring the Acquired Interests Unit Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired InterestsUnit Consideration. Neither Acquiror nor PropCo Contributor is not a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests Unit Consideration in violation of applicable Law. Acquiror Contributor acknowledges and PropCo acknowledge and understand understands that (i) the acceptance acquisition of the Acquired Interests Unit Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests Unit Consideration will, upon their contribution the issuance by ContributorAcquiror, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree Contributor agrees that the Acquired Interests Unit Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, Contributor (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Subject Entities and the Contributor Group (with respect to the SUN Retail Assets)Acquiror Group, and (ii) has been furnished with or given full access to such documents and information about the Subject Entities Acquiror Group and their respective businesses and operations, and the SUN Retail Business, operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, Contributor has received all materials relating to the business of the Subject Entities and the SUN Retail Business Acquiror Group that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Subject Entities or Contributor Acquiror herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributor, Contributor Group and the Subject Entities have Acquiror has answered to AcquirorContributor’s satisfaction all inquiries that Acquiror Contributor and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Subject Entities and the SUN Retail Business Acquiror Group or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror Contributor has relied solely upon its own investigation and analysis and the representations and warranties of Contributor, the Subject Entities, Retail Parent and the Contributor Group Acquiror expressly contained in Article 3, Article 4 and Article 5, respectively, 5 and the Company Acquiror Certificate and Acquiror Contributor acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of the Subject EntitiesAcquiror, the Contributor Group, Retail Parent, Contributor, members of the Acquiror Group or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror Contributor or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any member of the Subject Entities Acquiror Group heretofore or hereafter delivered to or made available to Acquiror Contributor or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of any member of the Subject Entities, the Contributor Group, Retail Parent Acquiror Group or Contributor Acquiror (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror Contributor in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each Buyer has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Membership Interests and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo Buyer is acquiring the Acquired Membership Interests for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired Membership Interests. Neither Acquiror nor PropCo Buyer is not a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Membership Interests in violation of applicable Law. Acquiror Buyer acknowledges and PropCo acknowledge and understand understands that (i) the acceptance acquisition of the Acquired Membership Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Membership Interests will, upon their contribution sale by ContributorSeller, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree Buyer agrees that the Acquired Membership Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, Buyer (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Subject Entities and the Contributor Group (with respect to the SUN Retail Assets)Companies, and (ii) has been furnished with or given full access to such documents and information about the Subject Entities Group Companies and their respective businesses and operations, and the SUN Retail Business, operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, Buyer has received all materials relating to the business of the Subject Entities and the SUN Retail Business Group Companies that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Subject Entities Company or Contributor Seller herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributor, Contributor Group Seller and the Subject Entities Company have answered to AcquirorBuyer’s satisfaction all inquiries that Acquiror Buyer and its representatives and advisors have made on its behalf or on behalf of PropCo concerning the business of the Subject Entities and the SUN Retail Business Group Companies or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror Buyer has relied solely upon its own investigation and analysis and the representations and warranties of Contributor, the Subject Entities, Retail Parent Company and the Contributor Group Seller expressly contained in Article 3, Article 4 3 and Article 54, respectively, and the Company Certificate and Acquiror Buyer acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of the Subject EntitiesSeller, the Contributor Group, Retail Parent, Contributor, Group Companies or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror Buyer or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Subject Entities any Group Company heretofore or hereafter delivered to or made available to Acquiror Buyer or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of the Subject Entities, the Contributor Group, Retail Parent any Group Company or Contributor Seller (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror Buyer in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Investigation; No Other Representations. (a) Acquiror and PropCo each Such Contributor has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Interests Unit Consideration and is capable of bearing the economic risk of such investment. Acquiror and PropCo are each Such Contributor is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. PropCo Such Contributor is acquiring the Acquired Interests Unit Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Acquired InterestsUnit Consideration. Neither Acquiror nor PropCo Such Contributor is not a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Acquired Interests Unit Consideration in violation of applicable Law. Acquiror Such Contributor acknowledges and PropCo acknowledge and understand understands that (i) the acceptance acquisition of the Acquired Interests Unit Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests Unit Consideration will, upon their contribution the issuance by ContributorAcquiror, be characterized as “restricted securities” under state and federal securities Laws. Acquiror and PropCo agree Such Contributor agrees that the Acquired Interests Unit Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. (b) Acquiror, on its behalf and on behalf of PropCo, Such Contributor (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Subject Entities and the Contributor Group (with respect to the SUN Retail Assets)Acquiror Group, and (ii) has been furnished with or given full access to such documents and information about the Subject Entities Acquiror Group and their respective businesses and operations, and the SUN Retail Business, operations as it and its representatives and advisors have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Acquiror, on its behalf and on behalf of PropCo, Such Contributor has received all materials relating to the business of the Subject Entities and the SUN Retail Business Acquiror Group that it has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Subject Entities or Contributor Acquiror herein or to otherwise evaluate the merits of the transactions contemplated hereby. Contributor, Contributor Group and the Subject Entities have Acquiror has answered to Acquirorsuch Contributor’s satisfaction all inquiries that Acquiror such Contributor and its representatives and advisors have made on its behalf or on behalf of PropCo 29 concerning the business of the Subject Entities and the SUN Retail Business Acquiror Group or otherwise relating to the transactions contemplated hereby. (c) In entering into this Agreement, Acquiror such Contributor has relied solely upon its own investigation and analysis and the representations and warranties of Contributor, the Subject Entities, Retail Parent and the Contributor Group Acquiror Parties expressly contained in Article 3, Article 4 and Article 5, respectively, 5 and the Company Acquiror Certificate and Acquiror such Contributor acknowledges that, other than as set forth in this Agreement (as modified by the Schedules) and the certificates or other instruments delivered pursuant hereto, none of the Subject EntitiesAcquiror, the Contributor Group, Retail Parent, Contributor, members of the Acquiror Group or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to Acquiror such Contributor or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement (other than, for the avoidance of doubt, as set forth in this Agreement) or (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any member of the Subject Entities Acquiror Group heretofore or hereafter delivered to or made available to Acquiror such Contributor or any of its respective agents, representatives, lenders or Affiliates. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations are not and shall not be deemed to be or to include representations or warranties of any member of the Subject Entities, the Contributor Group, Retail Parent Acquiror Group or Contributor Acquiror (other than, for the avoidance of doubt, as set forth in this Agreement as modified by the Schedules), and are not and shall not be deemed to be relied upon by Acquiror such Contributor in executing, delivering and performing this Agreement and the transactions contemplated hereby.