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 Seller and CPBR that are expressly set forth in Article III of this Agreement, the Disclosure Schedule (as amended and supplemented through Closing) and the Transaction Documents, neither Seller nor 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 Seller or CPBR to make any representation or warranty relating to CPBR or 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 III of this Agreement and in the Disclosure Schedule and Transaction Documents, Buyer agrees that neither the Seller or CPBR nor any of their Affiliates 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 CPBR or the future business, operations or affairs of 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 data room with respect to CPBR or the business, operations or affairs of CPBR, except to the extent and as expressly covered by a representation and warranty contained in Article III of this Agreement or the 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.

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 and or warranties made by Seller and CPBR that are expressly set forth in Article III of this Agreementwhatsoever, express or implied, with respect to Seller, the Disclosure Schedule Transferred Assets or the Assumed Liabilities (as amended and supplemented through Closing) and the Transaction Documentsincluding, neither Seller nor CPBR has made and shall not without limitation, income to be deemed derived from or expenses 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 Seller or CPBR to make any representation or warranty relating to CPBR or its respective businesses or operations, or otherwise be incurred in connection with the transactions contemplated by this Agreement and, if madeTransferred Assets, the representation physical condition of any personal or warranty may not be relied upon. Without limiting the generality real property comprising a part of the foregoingTransferred Assets or which is the subject of any of the Assumed Liabilities to be assumed by Purchaser at the Closing Date, except 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 investigation of the condition of the Transferred Assets, as set forth Purchaser deemed necessary or appropriate, and that in Article III proceeding with its acquisition of the Transferred Assets. Purchaser is doing so based solely upon such independent inspections and investigations and representations, warranties, terms and conditions of this Agreement and in the Disclosure Schedule and Transaction Documentseach other agreement, Buyer agrees that neither the Seller document or CPBR nor any of their Affiliates nor any other Person makes instrument contemplated hereby or has made any representation or warranty to Buyer or to any of its representatives with respect to: (1) any projectionsthereby, 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 CPBR or the future business, operations or affairs of 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 data room with respect to CPBR or the business, operations or affairs of CPBR, except but subject to the extent satisfaction or waiver of the closing conditions specified herein. Accordingly, if the Closing occurs, Purchaser will accept the Transferred Assets at the Closing Date "AS IS," "WHERE IS," and as expressly covered by a representation and warranty contained in Article III "WITH ALL FAULTS," subject to the provisions of this Agreement or and the 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 AgreementSale Order.

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 Seller and CPBR that are expressly set forth in Article III of this Agreement, the Disclosure Schedule (as amended and supplemented through Closing) Seller’s Closing Documents and the Transaction Documents, neither Seller nor 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 kindLease. Except as expressly set forth in this Agreement, no Person Seller’s Closing Documents and the Lease, 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 Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) 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 and the Lease, 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 CPBR any of Seller’s agents or representatives. Buyer will conduct such inspections and investigations of the Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to make 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 Property as Buyer deemed necessary to satisfy itself as to the condition of the Property and the existence or non-existence or curative action to be taken with respect to any representation hazardous materials on or warranty relating to CPBR discharged from the Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller, or its 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 III of this Agreement Agreement, Seller’s Closing Documents and the Lease. Upon Closing, subject to Seller’s undertakings in this Agreement, Seller’s Closing Documents and the Disclosure Schedule and Transaction DocumentsLease, Buyer agrees shall assume the risk that neither adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Buyer’s inspections and investigations. Finally, Buyer specifically acknowledges that the Seller or CPBR nor any of their Affiliates 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 CPBR or Improvements on the future business, operations or affairs of 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 data room with respect to CPBR or the business, operations or affairs of CPBR, except to the extent Land have not been completed and as expressly covered by a representation and warranty contained in Article III of this Agreement or the Disclosure Schedule, or Transaction Documents, which representations and warranties are the only representations and warranties that Buyer is relying on in connection assuming all risks with its execution of this Agreement.respect thereto, subject to Seller’s obligations under the Lease. Buyer’s initials BPM

Limitation of Representations and Warranties. Buyer agrees that, except Except for the representations and warranties made by Seller and CPBR that are expressly set forth in Article III of this Agreement, IV and Article VI (including the Disclosure Schedule (as amended and supplemented through ClosingSchedules) and the Transaction Documents, neither Seller nor 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 elsewhere in this Agreement, no Person has been authorized by Seller Agreement or CPBR to make any representation the Transaction Documents or warranty relating to CPBR the certificates or its respective businesses instruments delivered hereunder or operations, or otherwise in connection with the transactions contemplated by this Agreement and, if madethereunder, the representation Company and the Seller Parties are not making any other representations or warranty may not be relied uponwarranties, written or oral, statutory, express or implied, concerning the Shares, the Company, the Company Subsidiaries or the business, assets or liabilities of the Company and the Company Subsidiaries. Without limiting the generality of the foregoing, except as set forth and notwithstanding any representations and warranties made by the Company in Article III of this Agreement and in IV or otherwise, the Disclosure Schedule and Transaction Documents, Buyer agrees that neither the Seller or CPBR nor any of their Affiliates nor any other Person Company makes or has made any no representation or warranty to Buyer or Purchaser with respect to any of its representatives with respect to: (1) any projections, forecasts, estimates, plans or budgets delivered to or made available to Purchaser of future revenues, expenses or expenditures, expenditures or future results of operations (or performance of the Company, the Company Subsidiaries or their businesses, or any component thereof), future cash flows information or documents (financial or any component thereofotherwise) or future financial condition (or any component thereof) of CPBR or the future business, operations or affairs of CPBR heretofore or hereafter delivered to or from third parties made available to Buyer Purchaser or its representatives; or (2) any other informationcounsel, statements accountants or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the data room advisers with respect to CPBR the Company, the Company Subsidiaries or the businesstheir businesses. PURCHASER ACKNOWLEDGES THAT, operations or affairs of CPBREXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT NONE OF THE COMPANY OR THE SELLER PARTIES HAS MADE, except to the extent and as expressly covered by a representation and warranty contained in Article III of this Agreement or the Disclosure ScheduleAND THE COMPANY AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, or Transaction DocumentsAND PURCHASER HEREBY EXPRESSLY WAIVES, which representations and warranties are the only representations and warranties that Buyer is relying on in connection with its execution of this AgreementANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY AND SELLER PARTIES AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY OR SELLER PARTIES, EXCEPT AS STATED IN THIS AGREEMENT OR THE TRANSACTION DOCUMENTS OR THE CERTIFICATES OR INSTRUMENTS DELIVERED HEREUNDER OR THEREUNDER. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR SELLER PARTIES ARE MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO THE INFORMATION SET FORTH IN ANY CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.

Limitation of Representations and Warranties. Buyer agrees that, except for the The following limitations apply with regard to any representations and warranties made by the Seller: (a) The Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to the Seller and CPBR that are expressly set forth the Acquired Companies, and the officers and employees of the Seller and (ii) in Article III of making the decision to enter into this Agreement and consummate the transactions contemplated under this Agreement, the Disclosure Schedule (as amended and supplemented through Closing) and Buyer has relied solely on the Transaction Documents, neither Seller nor CPBR 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 Seller or CPBR to make any representation or warranty relating to CPBR or 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 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 III (ii) had full opportunity to conduct to its satisfaction inspections of this Agreement the Sites, and in (iii) fully completed and approved the Disclosure Schedule and Transaction Documents, Buyer agrees that neither the Seller or CPBR nor any of their Affiliates 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 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 CPBR or the future business, operations or affairs of CPBR 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 data room claims with respect to CPBR or all physical characteristics and existing conditions at the businessSites, operations or affairs including existing Environmental Conditions and the presence of CPBRany Hazardous Substances at the Sites. THE BUYER ACKNOWLEDGES THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, except to the extent and as expressly covered by a representation and warranty contained in Article III 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 this Agreement or the 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.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 Seller and CPBR that are expressly set forth in Article III of this Agreement, Seller's Closing Documents, the Disclosure Schedule (as amended and supplemented through Closing) Net Leases and the Transaction Documents, neither Seller nor 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 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 CPBR Target or any of 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 make any representation or warranty relating to CPBR or its respective businesses or operations, or otherwise in connection with the transactions contemplated by terminate this Agreement and, if made, prior to the representation or warranty may not be relied upon. Without limiting the generality expiration of the foregoingDue Diligence Period, except 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 agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in Article III of this Agreement Agreement, Seller's Closing Documents and the Net Leases. Upon Closing, subject to Seller's and Target's undertakings in this Agreement, Seller's Closing Documents and the Disclosure Schedule and Transaction DocumentsNet Leases, Buyer agrees shall assume the risk that neither the Seller adverse matters, including, but not limited to, adverse physical or CPBR nor any of their Affiliates nor any other Person makes construction defects or has made any representation adverse environmental, health 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 CPBR or the future business, operations or affairs of 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 data room with respect to CPBR or the business, operations or affairs of CPBR, 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 III of this Agreement or the 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 Agreementinvestigations.