Common use of Limitation of Representations and Warranties Clause in Contracts

Limitation of Representations and Warranties. Buyer agrees that, except for the representations and warranties made by Sellers, New Kleinco and National that are expressly set forth in Article II and Article III of this Agreement and in the Sellers Disclosure Schedule (as amended and supplemented through Closing), the National Disclosure Schedule (as amended and supplemented through Closing) and the Transaction Documents, neither Seller nor New Kleinco nor National nor any of their respective Affiliates or representatives has made and shall not be deemed to have made to Buyer or to any of its representatives any representation or warranty of any kind. Except as expressly set forth in this Agreement, no Person has been authorized by any Seller or New Kleinco or by National to make any representation or warranty relating to National or any Subsidiary of National or their respective businesses or operations, or otherwise in connection with the transactions contemplated by this Agreement and, if made, the representation or warranty may not be relied upon. Without limiting the generality of the foregoing, except as set forth in Article II and Article III of this Agreement and in the Sellers Disclosure Schedule, National Disclosure Schedule and Transaction Documents, Buyer agrees that none of the Sellers, New Kleinco or National, any of their Affiliates or any other Person makes or has made any representation or warranty to Buyer or to any of its representatives with respect to: (1) 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 National or any of its Subsidiaries or the future business, operations or affairs of National or any of its Subsidiaries heretofore or hereafter delivered to or made available to Buyer or its representatives; or (2) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the on line Data Room with respect to National or any of its Subsidiaries or the business, operations or affairs of National or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty contained in Article II or Article III of this Agreement or the Sellers Disclosure Schedule, National Disclosure Schedule or Transaction Documents, which representations and warranties are the only representations and warranties that Buyer is relying on in connection with its execution of this Agreement (other than that any of the foregoing were prepared in good faith by Sellers, New Kleinco or National).

Limitation of Representations and Warranties. Buyer Purchaser hereby acknowledges and agrees that, except for as otherwise expressly provided in this Agreement or in the Schedules hereto prepared by Seller, Seller makes no representations or warranties whatsoever, express or implied, with respect to Seller, the Transferred Assets or the Assumed Liabilities (including, without limitation, income to be derived from or expenses to be incurred in connection with the Transferred Assets, the physical condition of any personal or real property comprising a part of the Transferred Assets or which is the subject of any of the Assumed Liabilities to be assumed by Purchaser at the Closing Date, the environmental condition or other matter relating to the physical condition of any real property or improvements which are the subject of any assigned lease to be assumed by Purchaser at the Closing Date, the zoning of any such real property or improvements, the value or transferability of the Transferred Assets (or any portion thereof), the terms, amount, validity or enforceability of any Assumed Liabilities, or the merchantability or fitness of the Transferred Assets). WITHOUT IN ANY WAY LIMITING THE FOREGOING AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HEREBY DISCLAIMS ANY WARRANTY (EXPRESS OR IMPLIED) OF MERCHANTABILITY, FITNESS FOR ANY TRANSFERRED PURPOSE OR NON-INFRINGEMENT AS TO ANY PORTION OF THE TRANSFERRED ASSETS. Purchaser further acknowledges that Purchaser has conducted an independent inspection and warranties made by Sellersinvestigation of the condition of the Transferred Assets, New Kleinco as Purchaser deemed necessary or appropriate, and National that are expressly set forth in Article II proceeding with its acquisition of the Transferred Assets. Purchaser is doing so based solely upon such independent inspections and Article III investigations and representations, warranties, terms and conditions of this Agreement and in each other agreement, document or instrument contemplated hereby or thereby, but subject to the Sellers Disclosure Schedule (as amended and supplemented through Closing), satisfaction or waiver of the National Disclosure Schedule (as amended and supplemented through Closing) and the Transaction Documents, neither Seller nor New Kleinco nor National nor any of their respective Affiliates or representatives has made and shall not be deemed to have made to Buyer or to any of its representatives any representation or warranty of any kindclosing conditions specified herein. Except as expressly set forth in this Agreement, no Person has been authorized by any Seller or New Kleinco or by National to make any representation or warranty relating to National or any Subsidiary of National or their respective businesses or operations, or otherwise in connection with the transactions contemplated by this Agreement andAccordingly, if madethe Closing occurs, Purchaser will accept the representation or warranty may not be relied upon. Without limiting Transferred Assets at the generality of Closing Date "AS IS," "WHERE IS," and "WITH ALL FAULTS," subject to the foregoing, except as set forth in Article II and Article III provisions of this Agreement and in the Sellers Disclosure Schedule, National Disclosure Schedule and Transaction Documents, Buyer agrees that none of the Sellers, New Kleinco or National, any of their Affiliates or any other Person makes or has made any representation or warranty to Buyer or to any of its representatives with respect to: (1) 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 National or any of its Subsidiaries or the future business, operations or affairs of National or any of its Subsidiaries heretofore or hereafter delivered to or made available to Buyer or its representatives; or (2) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the on line Data Room with respect to National or any of its Subsidiaries or the business, operations or affairs of National or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty contained in Article II or Article III of this Agreement or the Sellers Disclosure Schedule, National Disclosure Schedule or Transaction Documents, which representations and warranties are the only representations and warranties that Buyer is relying on in connection with its execution of this Agreement (other than that any of the foregoing were prepared in good faith by Sellers, New Kleinco or National)Sale Order.

Limitation of Representations and Warranties. Buyer agrees that, except for the representations and warranties made by Sellers, New Kleinco Seller and National CPBR that are expressly set forth in Article II and Article III of this Agreement and in the Sellers Disclosure Schedule (as amended and supplemented through Closing)Agreement, the National Disclosure Schedule (as amended and supplemented through Closing) and the Transaction Documents, neither Seller nor New Kleinco nor National nor any of their respective Affiliates or representatives CPBR has made and shall not be deemed to have made to Buyer or to any of its representatives any representation or warranty of any kind. Except as expressly set forth in this Agreement, no Person has been authorized by any Seller or New Kleinco or by National CPBR to make any representation or warranty relating to National CPBR or any Subsidiary of National or their its respective businesses or operations, or otherwise in connection with the transactions contemplated by this Agreement and, if made, the representation or warranty may not be relied upon. Without limiting the generality of the foregoing, except as set forth in Article II and Article III of this Agreement and in the Sellers Disclosure Schedule, National Disclosure Schedule and Transaction Documents, Buyer agrees that none of neither the Sellers, New Kleinco Seller or National, CPBR nor any of their Affiliates or nor any other Person makes or has made any representation or warranty to Buyer or to any of its representatives with respect to: (1) 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 National or any of its Subsidiaries CPBR or the future business, operations or affairs of National or any of its Subsidiaries CPBR heretofore or hereafter delivered to or made available to Buyer or its representatives; or (2) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the on line Data Room data room with respect to National or any of its Subsidiaries CPBR or the business, operations or affairs of National or any of its SubsidiariesCPBR, except to the extent and as expressly covered by a representation and warranty contained in Article II or Article III of this Agreement or the Sellers Disclosure Schedule, National Disclosure Schedule or Transaction Documents, which representations and warranties are the only representations and warranties that Buyer is relying on in connection with its execution of this Agreement (other than that any of the foregoing were prepared in good faith by Sellers, New Kleinco or National)Agreement.

Limitation of Representations and Warranties. Buyer agrees that, except for the The following limitations apply with regard to any representations and warranties made by Sellersthe Seller: (a) The Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to the Seller and the Acquired Companies, New Kleinco and National that are expressly set forth the officers and employees of the Seller and (ii) in Article II and Article III of making the decision to enter into this Agreement and in consummate the Sellers Disclosure Schedule (as amended and supplemented through Closing)transactions contemplated under this Agreement, the National Disclosure Schedule (as amended and supplemented through Closing) and Buyer has relied solely on the Transaction Documents, neither Seller nor New Kleinco nor National nor any of their respective Affiliates or representatives has made and shall not be deemed to have made to Buyer or to any basis of its representatives any representation or warranty of any kind. Except as expressly own independent investigation and upon the express representations, warranties, covenants, and agreements set forth in this Agreement, no Person has been authorized by any Seller or New Kleinco or by National to make any representation or warranty relating to National or any Subsidiary of National or their respective businesses or operations, or otherwise in connection with the transactions contemplated by this Agreement and, if made, the representation or warranty may not be relied upon. Without limiting the generality above, the Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments of the foregoingSites prepared for the Seller, except as set forth in Article II and Article III of this Agreement and in the Sellers Disclosure Schedule, National Disclosure Schedule and Transaction Documents, Buyer agrees that none (ii) had full opportunity to conduct to its satisfaction inspections of the SellersSites, New Kleinco or National, any of their Affiliates or any other Person makes or has made any representation or warranty to Buyer or to any of its representatives with respect to: and (1iii) any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future fully completed and approved the results of operations (or all inspections of the Sites. The Buyer acknowledges, after such review and inspections, that no further investigation of the Sites is necessary for purposes of acquiring the Shares for the Buyer’s intended use, and Buyer hereby waives any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of National or any of its Subsidiaries or the future business, operations or affairs of National or any of its Subsidiaries heretofore or hereafter delivered and all objections to or made available to Buyer or its representatives; or (2) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the on line Data Room claims with respect to National or all physical characteristics and existing conditions at the Sites, including existing Environmental Conditions and the presence of any Hazardous Substances at the Sites. THE BUYER ACKNOWLEDGES THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. (b) WITHOUT LIMITING THE ABOVE, THE BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SELLER HAS NOT MADE, AND THE SELLER MAKES NO AND DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (I) THE QUALITY, CONDITION, OR OPERABILITY OF ANY PERSONAL PROPERTY, EQUIPMENT, OR FIXTURES, (II) ITS MERCHANTABILITY, (III) ITS FITNESS FOR ANY PARTICULAR PURPOSE, OR (IV) ITS CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, AND ALL PERSONAL PROPERTY AND EQUIPMENT IS DELIVERED “AS IS, WHERE IS” IN THE CONDITION IN WHICH THE SAME EXISTS. Table of its Subsidiaries or the business, operations or affairs of National or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty contained in Article II or Article III of this Agreement or the Sellers Disclosure Schedule, National Disclosure Schedule or Transaction Documents, which representations and warranties are the only representations and warranties that Buyer is relying on in connection with its execution of this Agreement (other than that any of the foregoing were prepared in good faith by Sellers, New Kleinco or National).Contents

Limitation of Representations and Warranties. Buyer represents, warrants, acknowledges and agrees thatthat upon Closing, except Seller shall sell and convey to Buyer and Buyer shall accept the Property "AS IS, WHERE IS, WITH ALL FAULTS," subject to the representations, warranties and covenants set for the representations and warranties made by Sellersin this Agreement, New Kleinco and National that are expressly set forth in Article II and Article III of this Agreement and in the Sellers Disclosure Schedule (as amended and supplemented through Closing)Seller's Closing Documents, the National Disclosure Schedule (as amended and supplemented through Closing) Net Leases and the Transaction Documents, neither Seller nor New Kleinco nor National nor any of their respective Affiliates or representatives has made and shall not be deemed to have made to Buyer or to any of its representatives any representation or warranty of any kindLease Guarantees. Except as expressly set forth in this Agreement, no Person Seller's Closing Documents, the Net Leases and the Lease Guarantees, Buyer has been authorized not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Properties or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Properties) made or furnished by Seller, or any real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, Seller's Closing Documents, the Net Leases and the Lease Guarantees, it is relying solely on its own expertise and that of Buyer's consultants in purchasing the Property and shall make an independent verification of the accuracy of any documents and information provided by Seller or New Kleinco or by National to make any representation or warranty relating to National Target or any Subsidiary of National Seller's or Target's agents or representatives. Buyer will conduct such inspections and investigations of the Properties as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Properties as Buyer deemed necessary to satisfy itself as to the condition of the Properties and the existence or non-existence or curative action to be taken with respect to any hazardous materials on or discharged from the Properties, and will rely solely upon same and not upon any information provided by or on behalf of Seller, Target or their respective businesses agents or operationsemployees with respect thereto, or otherwise in connection with the transactions contemplated by this Agreement andother than such representations, if made, the representation or warranty may not be relied upon. Without limiting the generality warranties and covenants of the foregoing, except Seller as are expressly set forth in Article II this Agreement, Seller's Closing Documents and Article III of the Net Leases. Upon Closing, subject to Seller's and Target's undertakings in this Agreement Agreement, Seller's Closing Documents and in the Sellers Disclosure Schedule, National Disclosure Schedule and Transaction DocumentsNet Leases, Buyer agrees shall assume the risk that none of the Sellersadverse matters, New Kleinco including, but not limited to, adverse physical or Nationalconstruction defects or adverse environmental, any of their Affiliates health or any other Person makes or has made any representation or warranty to Buyer or to any of its representatives with respect to: (1) any projectionssafety conditions, 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 National or any of its Subsidiaries or the future business, operations or affairs of National or any of its Subsidiaries heretofore or hereafter delivered to or made available to Buyer or its representatives; or (2) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the on line Data Room with respect to National or any of its Subsidiaries or the business, operations or affairs of National or any of its Subsidiaries, except to the extent may not have been revealed by Buyer's inspections and as expressly covered by a representation and warranty contained in Article II or Article III of this Agreement or the Sellers Disclosure Schedule, National Disclosure Schedule or Transaction Documents, which representations and warranties are the only representations and warranties that Buyer is relying on in connection with its execution of this Agreement (other than that any of the foregoing were prepared in good faith by Sellers, New Kleinco or National)investigations.

Limitation of Representations and Warranties. Buyer agrees that, except for the representations and warranties made by Sellers, New Kleinco Sellers and National that are expressly set forth in Article II and Article III of this Agreement and in as of the Sellers Disclosure Schedule (as amended and supplemented through Closing), the National Disclosure Schedule (as amended and supplemented through Closing) and the Transaction Documentsdate of this Agreement, neither Seller nor New Kleinco nor National nor any of their respective Affiliates or representatives has made and shall not be deemed to have made to Buyer or to any of its representatives any representation or warranty of any kind. Except as expressly set forth in this Agreement, no Person has been authorized by any Seller or New Kleinco or by National to make any representation or warranty relating to National or any Subsidiary of National or their respective businesses or operations, or otherwise in connection with the transactions contemplated by this Agreement the Transaction Documents and, if made, the representation or warranty may not be relied upon. Without limiting the generality of the foregoing, except as set forth and notwithstanding any otherwise express representations and warranties made by National and Sellers in Article Articles II and Article III of this Agreement and in the Sellers Disclosure Schedule, National Disclosure Schedule and Transaction DocumentsIII, Buyer agrees that none of the Sellers, New Kleinco Sellers or National, any of their Affiliates or any other Person makes or has made any representation or warranty to Buyer or to any of its representatives with respect to: (1i) 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 National or any of its Subsidiaries or the future business, operations or affairs of National or any of its Subsidiaries heretofore or hereafter delivered to or made available to Buyer or its representatives, other than as described in Section 5.12(a); or (2ii) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the on line Data Room data room with respect to National or any of its Subsidiaries or the business, operations or affairs of National or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made by National and contained in Article II or Article III of this Agreement or the Sellers Disclosure Schedule, National Disclosure Schedule or Transaction DocumentsIII, which representations and warranties contained in Article III are the only representations and warranties that Buyer is relying on in connection with its execution of this Agreement (other than that any of the foregoing were prepared in good faith by Sellers, New Kleinco or National)Agreement.

Limitation of Representations and Warranties. Buyer agrees that(a) The parties hereto acknowledge and agree that neither Seller nor Seller's Parent makes, except for and neither Seller nor Seller's Parent has made, any representations or warranties relating to Seller, Seller's Parent or any of the PRC Companies, or any of the transactions contemplated by this Agreement, other than the representations and warranties made by Sellers, New Kleinco and National that are expressly set forth in Article II and Article III of this Agreement and or in any agreement or certificate delivered pursuant hereto or in connection herewith. Without limiting the generality of the disclaimer set forth in the Sellers Disclosure Schedule (as amended preceding sentence, other than the representations and supplemented through Closing), the National Disclosure Schedule (as amended and supplemented through Closing) and the Transaction Documentswarranties expressly set forth in this Agreement or in any agreement or certificate delivered pursuant hereto or in connection herewith, neither Seller nor New Kleinco nor National nor any of their respective Affiliates or representatives Seller's Parent makes, has made and or shall not be deemed to have made any representations or warranties, in any presentation or written information relating to Buyer the business of any of the PRC Companies given or to any of its representatives any representation or warranty of any kind. Except as expressly set forth in this Agreement, no Person has been authorized by any Seller or New Kleinco or by National to make any representation or warranty relating to National or any Subsidiary of National or their respective businesses or operations, or otherwise be given in connection with the transactions contemplated by this Agreement andAgreement, if madein any filing made or to be made by or on behalf of any of the PRC Companies with any Governmental Entity, the and no statement, made in any such presentation or written materials, made in any such filing or contained in any such other information shall be deemed a representation or warranty may not be relied uponhereunder or otherwise. Without limiting the generality No Person has been authorized by Seller, Seller's Parent or any of the foregoing, except as set forth in Article II and Article III of this Agreement and in the Sellers Disclosure Schedule, National Disclosure Schedule and Transaction Documents, Buyer agrees that none of the Sellers, New Kleinco or National, any of their Affiliates or any other Person makes or has made PRC Companies to make any representation or warranty to Buyer or to any in respect of its representatives with respect to: (1) any projectionsSeller, 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 National Seller's Parent or any of its Subsidiaries the PRC Companies, or in connection with the future businesstransactions contemplated by this Agreement, operations unless contained in this Agreement. (b) Whenever any statement herein or affairs of National in any schedule, exhibit, certificate or any of its Subsidiaries heretofore or hereafter other document delivered to any party pursuant to this Agreement is made "to [its] knowledge" or made available "to Buyer [its] best knowledge" or words of similar intent or effect of any party or its representatives; or representative, such statement shall be deemed to be made to the best knowledge of (2x) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the on line Data Room with respect to National the PRC Companies, Senior Vice Presidents or any higher ranking officials of its Subsidiaries or PRC, (y) with respect to Seller and Seller's Parent, the businessPresident, operations or affairs Vice President and Chief Financial Officer and Vice President and General Counsel of National or any of its SubsidiariesSellxx'x Xarent, except and shall be deemed to the extent and as expressly covered by include a representation and warranty contained in Article II or Article III of this Agreement or the Sellers Disclosure Schedule, National Disclosure Schedule or Transaction Documents, which representations and warranties are the only representations and warranties that Buyer is relying on in connection with its execution of this Agreement (other than that any a reasonable investigation of the foregoing were prepared in good faith by Sellerssubject matter thereof has been conducted, New Kleinco and (z) with respect to Buyer, Senior Vice Presidents or National)higher ranking officials of Buyer. With respect to Seller and Seller's Parent, a reasonable investigation shall mean that senior management of the pertinent corporation have shown the Employees set forth on Schedule 12.1(b) hereto the relevant statement and have consulted with such individuals as to whether they have knowledge of any fact or circumstance that would make such statement untrue.