Common use of LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES Clause in Contracts

LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. (a) AS IS. Purchaser acknowledges that except for any express warranties and representations contained in Section 9 and Section 13 of this Contract, or in any instrument, document or agreement to be delivered by Seller to Purchaser at Closing, Purchaser is not relying on any written, oral, implied, or other representations, statements, or warranties by Seller or any agent of Seller or any real estate broker or salesman. All previous written, oral, implied, or other statements, representations, warranties, or agreements, if any, are merged herein. Except as expressly set forth in Section 9 and Section 13 of this Contract, Seller will not have any liability to Purchaser, and, effective as of Closing, Purchaser shall release Seller from any liability (including, without limitation, contractual and/or statutory actions for contribution or indemnity), for, concerning, or regarding: (i) the nature and condition of the Property, including, without limitation, the suitability thereof for any activity or use; (ii) any improvements or substances located thereon; or (iii) the compliance of the Property with any laws, rules, ordinances, or regulations of any government or other body. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT, SELLER HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. PURCHASER AFFIRMS THAT AS OF THE EXPIRATION OF THE FEASIBILITY PERIOD, IT WILL HAVE HAD ADEQUATE TIME TO: (i) INVESTIGATE AND INSPECT THE PROPERTY AND Purchase and Sale Agreement15233083_2 14 BECOME FAMILIAR AND SATISFY ITSELF WITH THE PHYSICAL CONDITION OF THE PROPERTY; AND (ii) MAKE ITS OWN DETERMINATION AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION AND THE PROPERTY'S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. IN THE EVENT CLOSING OCCURS, PURCHASER HEREBY AGREES TO ACCEPT THE PROPERTY IN ITS PRESENT CONDITION (INCLUDING ENVIRONMENTAL CONDITIONS) ON AN "AS IS," "WHERE IS," AND "WITH ALL FAULTS" BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING. PURCHASER FURTHER ACKNOWLEDGES THAT WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE AND THAT SELLER DOES NOT HAVE, AND WILL NOT UNDER ANY CIRCUMSTANCES HAVE, ANY OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT, NON APPARENT OR LATENT, AND WHETHER EXISTING BEFORE, AT, OR AFTER THE TRANSFER OF THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING, IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE RELEASED SELLER OF AND FROM ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS, KNOWN OR UNKNOWN, INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION TO TAKE THE PROPERTY BACK OR REDUCE THE PRICE, OR ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT PURCHASER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST SELLER (OR THAT MAY ARISE IN THE FUTURE), BASED IN WHOLE OR IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS THAT MAY ARISE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED 42 U.S.C. § 9601 ET SEQ., THE RESOURCE CONSERVATION AND RECOVERY ACT, AS AMENDED, 42 U.S.C. § 6901 ET SEQ., THE OIL POLLUTION ACT, 33 U.S.C. § 2701 ET SEQ. AND THE TEXAS SOLID WASTE DISPOSAL ACT TEX. HEALTH & SAFETY CODE XXX. § 361 ET SEQ. PURCHASER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS DISCLAIMER AND RELEASE HAVE BEEN FULLY EXPLAINED TO PURCHASER AND THAT PURCHASER FULLY UNDERSTANDS AND ACCEPTS SAME. THE PROVISIONS OF THIS DISCLAIMER AND RELEASE SURVIVE CLOSING. Purchase and Sale Agreement15233083_2 15

LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. (a) AS IS. Purchaser acknowledges that except for any express warranties and representations contained in Section 9 and Section 13 of this Contract, or in any instrument, document or agreement to be delivered by Seller to Purchaser at Closing, Purchaser is not relying on any written, oral, implied, or other representations, statements, or warranties by Seller or any agent of Seller or any real estate broker or salesman. All previous written, oral, implied, or other statements, representations, warranties, or agreements, if any, are merged herein. Except as expressly set forth in Section 9 and Section 13 of this Contract, Seller will not have any liability to Purchaser, and, effective as of Closing, Purchaser shall release Seller from any liability (including, without limitation, contractual and/or statutory actions for contribution or indemnity), for, concerning, or regarding: (i) the nature and condition of the Property, including, without limitation, the suitability thereof for any activity or use; (ii) any improvements or substances located thereon; or (iii) the compliance of the Property with any laws, rules, ordinances, or regulations of any government or other body. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT, SELLER HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. PURCHASER AFFIRMS THAT AS OF THE EXPIRATION OF THE FEASIBILITY PERIOD, IT WILL HAVE HAD ADEQUATE TIME TO: (i) INVESTIGATE AND INSPECT THE PROPERTY AND Purchase and Sale Agreement15233083_2 14 BECOME FAMILIAR AND SATISFY ITSELF WITH THE PHYSICAL CONDITION OF THE PROPERTY; AND (ii) MAKE ITS OWN DETERMINATION AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION AND THE PROPERTY'S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. IN THE EVENT CLOSING OCCURS, PURCHASER HEREBY AGREES TO ACCEPT THE PROPERTY IN ITS PRESENT CONDITION (INCLUDING ENVIRONMENTAL CONDITIONS) ON AN "AS IS," "WHERE IS," AND "WITH ALL FAULTS" BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING. PURCHASER FURTHER ACKNOWLEDGES THAT WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE AND THAT Purchase and Sale Agreement15233079_2 15 SELLER DOES NOT HAVE, AND WILL NOT UNDER ANY CIRCUMSTANCES HAVE, ANY OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT, NON APPARENT OR LATENT, AND WHETHER EXISTING BEFORE, AT, OR AFTER THE TRANSFER OF THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING, IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE RELEASED SELLER OF AND FROM ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS, KNOWN OR UNKNOWN, INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION TO TAKE THE PROPERTY BACK OR REDUCE THE PRICE, OR ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT PURCHASER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST SELLER (OR THAT MAY ARISE IN THE FUTURE), BASED IN WHOLE OR IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS THAT MAY ARISE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED 42 U.S.C. § 9601 ET SEQ., THE RESOURCE CONSERVATION AND RECOVERY ACT, AS AMENDED, 42 U.S.C. § 6901 ET SEQ., THE OIL POLLUTION ACT, 33 U.S.C. § 2701 ET SEQ. AND THE TEXAS SOLID WASTE DISPOSAL ACT TEX. HEALTH & SAFETY CODE XXX. § 361 ET SEQ. PURCHASER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS DISCLAIMER AND RELEASE HAVE BEEN FULLY EXPLAINED TO PURCHASER AND THAT PURCHASER FULLY UNDERSTANDS AND ACCEPTS SAME. THE PROVISIONS OF THIS DISCLAIMER AND RELEASE SURVIVE CLOSING. Purchase and Sale Agreement15233083_2 15.

LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. (a) AS IS. Purchaser acknowledges that except for any express warranties and representations contained in Section 9 and Section 13 of this Contract, or in any instrument, document or agreement to be delivered by Seller to Purchaser at Closing, Purchaser is not relying on any written, oral, implied, or other representations, statements, or warranties by Seller or any agent of Seller or any real estate broker or salesman. All previous written, oral, implied, or other statements, representations, warranties, or agreements, if any, are merged herein. Except as expressly set forth in Section 9 and Section 13 of this Contract, Seller will not have any liability to Purchaser, and, effective as of Closing, Purchaser shall release Seller from any liability (including, without limitation, contractual and/or statutory actions for contribution or indemnity), for, concerning, or regarding: (i) the nature and condition of the Property, including, without limitation, the suitability thereof for any activity or use; (ii) any improvements or substances located thereon; or (iii) the compliance of the Property with any laws, rules, ordinances, or regulations of any government or other body. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT, SELLER HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. PURCHASER AFFIRMS THAT AS OF THE EXPIRATION OF THE FEASIBILITY PERIOD, IT WILL HAVE HAD ADEQUATE TIME TO: (i) INVESTIGATE AND INSPECT THE PROPERTY AND Purchase and Sale Agreement15233083_2 14 BECOME FAMILIAR AND SATISFY ITSELF WITH THE PHYSICAL CONDITION OF THE PROPERTY; AND (ii) MAKE ITS OWN DETERMINATION AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION AND THE PROPERTY'S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. IN THE EVENT CLOSING OCCURS, PURCHASER HEREBY AGREES TO ACCEPT THE PROPERTY IN ITS PRESENT CONDITION (INCLUDING ENVIRONMENTAL CONDITIONS) ON AN "AS IS," "WHERE IS," AND "WITH ALL FAULTS" BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING. PURCHASER FURTHER ACKNOWLEDGES THAT WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE AND THAT Purchase and Sale Agreement15233092_2 15 SELLER DOES NOT HAVE, AND WILL NOT UNDER ANY CIRCUMSTANCES HAVE, ANY OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT, NON APPARENT OR LATENT, AND WHETHER EXISTING BEFORE, AT, OR AFTER THE TRANSFER OF THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING, IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE RELEASED SELLER OF AND FROM ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS, KNOWN OR UNKNOWN, INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION TO TAKE THE PROPERTY BACK OR REDUCE THE PRICE, OR ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT PURCHASER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST SELLER (OR THAT MAY ARISE IN THE FUTURE), BASED IN WHOLE OR IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS THAT MAY ARISE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED 42 U.S.C. § 9601 ET SEQ., THE RESOURCE CONSERVATION AND RECOVERY ACT, AS AMENDED, 42 U.S.C. § 6901 ET SEQ., THE OIL POLLUTION ACT, 33 U.S.C. § 2701 ET SEQ. AND THE TEXAS SOLID WASTE DISPOSAL ACT TEX. HEALTH & SAFETY CODE XXX. § 361 ET SEQ. PURCHASER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS DISCLAIMER AND RELEASE HAVE BEEN FULLY EXPLAINED TO PURCHASER AND THAT PURCHASER FULLY UNDERSTANDS AND ACCEPTS SAME. THE PROVISIONS OF THIS DISCLAIMER AND RELEASE SURVIVE CLOSING. Purchase and Sale Agreement15233083_2 15.

LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. (a) AS IS. Purchaser acknowledges that except for any express warranties and representations contained in Section 9 and Section 13 of this Contract, or in any instrument, document or agreement to be delivered by Seller to Purchaser at Closing, Purchaser is not relying on any written, oral, implied, or other representations, statements, or warranties by Seller or any agent of Seller or any real estate broker or salesman. All previous written, oral, implied, or other statements, representations, warranties, or agreements, if any, are merged herein. Except as expressly set forth in Section 9 and Section 13 of this Contract, Seller will not have any liability to Purchaser, and, effective as of Closing, Purchaser shall release Seller from any liability (including, without limitation, contractual and/or statutory actions for contribution or indemnity), for, concerning, or regarding: (i) the nature and condition of the Property, including, without limitation, the suitability thereof for any activity or use; (ii) any improvements or substances located thereon; or (iii) the compliance of the Property with any laws, rules, ordinances, or regulations of any government or other body. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT, SELLER HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. PURCHASER AFFIRMS THAT AS OF THE EXPIRATION OF THE FEASIBILITY PERIOD, IT WILL HAVE HAD Purchase and Sale Agreement 15233094_2 14 ADEQUATE TIME TO: (i) INVESTIGATE AND INSPECT THE PROPERTY AND Purchase and Sale Agreement15233083_2 14 BECOME FAMILIAR AND SATISFY ITSELF WITH THE PHYSICAL CONDITION OF THE PROPERTY; AND (ii) MAKE ITS OWN DETERMINATION AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION AND THE PROPERTY'S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. IN THE EVENT CLOSING OCCURS, PURCHASER HEREBY AGREES TO ACCEPT THE PROPERTY IN ITS PRESENT CONDITION (INCLUDING ENVIRONMENTAL CONDITIONS) ON AN "AS IS," "WHERE IS," AND "WITH ALL FAULTS" BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING. PURCHASER FURTHER ACKNOWLEDGES THAT WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE AND THAT SELLER DOES NOT HAVE, AND WILL NOT UNDER ANY CIRCUMSTANCES HAVE, ANY OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT, NON APPARENT OR LATENT, AND WHETHER EXISTING BEFORE, AT, OR AFTER THE TRANSFER OF THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING, IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE RELEASED SELLER OF AND FROM ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS, KNOWN OR UNKNOWN, INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION TO TAKE THE PROPERTY BACK OR REDUCE THE PRICE, OR ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT PURCHASER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST SELLER (OR THAT MAY ARISE IN THE FUTURE), BASED IN WHOLE OR IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS THAT MAY ARISE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED 42 U.S.C. § 9601 ET SEQ., THE RESOURCE CONSERVATION AND RECOVERY ACT, AS AMENDED, 42 U.S.C. § 6901 ET SEQ., THE OIL POLLUTION ACT, 33 U.S.C. § 2701 ET SEQ. AND THE TEXAS SOLID WASTE DISPOSAL ACT TEX. HEALTH & SAFETY CODE XXX. § 361 ET SEQ. PURCHASER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS DISCLAIMER AND RELEASE HAVE BEEN FULLY EXPLAINED TO PURCHASER AND THAT PURCHASER FULLY UNDERSTANDS AND ACCEPTS SAME. THE PROVISIONS OF THIS DISCLAIMER AND RELEASE SURVIVE CLOSING. Purchase and Sale Agreement15233083_2 Agreement 15233094_2 15

LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. (a) AS IS. Purchaser acknowledges that except for any express warranties and representations contained in Section 9 and Section 13 of this Contract, or in any instrument, document or agreement to be delivered by Seller to Purchaser at Closing, Purchaser is not relying on any written, oral, implied, or other representations, statements, or warranties by Seller or any agent of Seller or any real estate broker or salesman. All previous written, oral, implied, or other statements, representations, warranties, or agreements, if any, are merged herein. Except as expressly set forth in Section 9 and Section 13 of this Contract, Seller will not have any liability to Purchaser, and, effective as of Closing, Purchaser shall release Seller from any liability (including, without limitation, contractual and/or statutory actions for contribution or indemnity), for, concerning, or regarding: (i) the nature and condition of the Property, including, without limitation, the suitability thereof for any activity or use; (ii) any improvements or substances located thereon; or (iii) the compliance of the Property with any laws, rules, ordinances, or regulations of any government or other body. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT, SELLER HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. PURCHASER AFFIRMS THAT AS OF THE EXPIRATION OF THE FEASIBILITY PERIOD, IT WILL HAVE HAD Purchase and Sale Agreement15233094_2 14 ADEQUATE TIME TO: (i) INVESTIGATE AND INSPECT THE PROPERTY AND Purchase and Sale Agreement15233083_2 14 BECOME FAMILIAR AND SATISFY ITSELF WITH THE PHYSICAL CONDITION OF THE PROPERTY; AND (ii) MAKE ITS OWN DETERMINATION AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION AND THE PROPERTY'S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. IN THE EVENT CLOSING OCCURS, PURCHASER HEREBY AGREES TO ACCEPT THE PROPERTY IN ITS PRESENT CONDITION (INCLUDING ENVIRONMENTAL CONDITIONS) ON AN "AS IS," "WHERE IS," AND "WITH ALL FAULTS" BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING. PURCHASER FURTHER ACKNOWLEDGES THAT WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE AND THAT SELLER DOES NOT HAVE, AND WILL NOT UNDER ANY CIRCUMSTANCES HAVE, ANY OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT, NON APPARENT OR LATENT, AND WHETHER EXISTING BEFORE, AT, OR AFTER THE TRANSFER OF THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING, IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE RELEASED SELLER OF AND FROM ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS, KNOWN OR UNKNOWN, INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION TO TAKE THE PROPERTY BACK OR REDUCE THE PRICE, OR ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT PURCHASER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST SELLER (OR THAT MAY ARISE IN THE FUTURE), BASED IN WHOLE OR IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS THAT MAY ARISE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED 42 U.S.C. § 9601 ET SEQ., THE RESOURCE CONSERVATION AND RECOVERY ACT, AS AMENDED, 42 U.S.C. § 6901 ET SEQ., THE OIL POLLUTION ACT, 33 U.S.C. § 2701 ET SEQ. AND THE TEXAS SOLID WASTE DISPOSAL ACT TEX. HEALTH & SAFETY CODE XXX. § 361 ET SEQ. PURCHASER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS DISCLAIMER AND RELEASE HAVE BEEN FULLY EXPLAINED TO PURCHASER AND THAT PURCHASER FULLY UNDERSTANDS AND ACCEPTS SAME. THE PROVISIONS OF THIS DISCLAIMER AND RELEASE SURVIVE CLOSING. Purchase and Sale Agreement15233083_2 Agreement15233094_2 15

LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. (a) AS IS. Purchaser acknowledges that except for any express warranties and representations contained in Section 9 and Section 13 of this Contract, or in any instrument, document or agreement to be delivered by Seller to Purchaser at Closing, Purchaser is not relying on any written, oral, implied, or other representations, statements, or warranties by Seller or any agent of Seller or any real estate broker or salesman. All previous written, oral, implied, or other statements, representations, warranties, or agreements, if any, are merged herein. Except as expressly set forth in Section 9 and Section 13 of this Contract, Seller will not have any liability to Purchaser, and, effective as of Closing, Purchaser shall release Seller from any liability (including, without limitation, contractual and/or statutory actions for contribution or indemnity), for, concerning, or regarding: (i) the nature and condition of the Property, including, without limitation, the suitability thereof for any activity or use; (ii) any improvements or substances located thereon; or (iii) the compliance of the Property with any laws, rules, ordinances, or regulations of any government or other body. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT, SELLER HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. PURCHASER AFFIRMS THAT AS OF THE EXPIRATION OF THE FEASIBILITY PERIOD, IT WILL HAVE HAD ADEQUATE TIME TO: (i) INVESTIGATE AND INSPECT THE PROPERTY AND Purchase and Sale Agreement15233083_2 14 BECOME FAMILIAR AND SATISFY ITSELF WITH THE PHYSICAL CONDITION OF THE PROPERTY; AND (ii) MAKE ITS OWN DETERMINATION AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION AND THE PROPERTY'S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. IN THE EVENT CLOSING OCCURS, PURCHASER HEREBY AGREES TO ACCEPT THE PROPERTY IN ITS PRESENT CONDITION (INCLUDING ENVIRONMENTAL CONDITIONS) ON AN "AS IS," "WHERE IS," AND "WITH ALL FAULTS" BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT OR ANY DOCUMENT DELIVERED Purchase and Sale Agreement15233085_2 14 BY SELLER AT CLOSING. PURCHASER FURTHER ACKNOWLEDGES THAT WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE AND THAT SELLER DOES NOT HAVE, AND WILL NOT UNDER ANY CIRCUMSTANCES HAVE, ANY OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT, NON APPARENT OR LATENT, AND WHETHER EXISTING BEFORE, AT, OR AFTER THE TRANSFER OF THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING, IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE RELEASED SELLER OF AND FROM ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS, KNOWN OR UNKNOWN, INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION TO TAKE THE PROPERTY BACK OR REDUCE THE PRICE, OR ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT PURCHASER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST SELLER (OR THAT MAY ARISE IN THE FUTURE), BASED IN WHOLE OR IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS THAT MAY ARISE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED 42 U.S.C. § 9601 ET SEQ., THE RESOURCE CONSERVATION AND RECOVERY ACT, AS AMENDED, 42 U.S.C. § 6901 ET SEQ., THE OIL POLLUTION ACT, 33 U.S.C. § 2701 ET SEQ. AND THE TEXAS SOLID WASTE DISPOSAL ACT TEX. HEALTH & SAFETY CODE XXX. § 361 ET SEQ. PURCHASER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS DISCLAIMER AND RELEASE HAVE BEEN FULLY EXPLAINED TO PURCHASER AND THAT PURCHASER FULLY UNDERSTANDS AND ACCEPTS SAME. THE PROVISIONS OF THIS DISCLAIMER AND RELEASE SURVIVE CLOSING. Purchase and Sale Agreement15233083_2 15.

LIMITATION OF SELLER’S REPRESENTATIONS AND WARRANTIES. Seller does not warrant title to the Assets and the title of the Combined Companies in and to the Assets shall, upon Closing, be deemed to be acceptable to Buyer for all purposes of this Agreement, subject to any claim for indemnification by Buyer pursuant to Article 11 for a breach by Seller of a Fundamental Representation of Seller or a breach by Seller of any of its covenants contained in Section 7.1 and Section 7.2. On Closing, the Assets will be possessed by the Combined Companies on an “as is, where is” basis, and all matters relating to Environmental Law shall be deemed satisfactory to Buyer for all purposes of this Agreement. Buyer acknowledges that it is relying solely upon its own counsel, consultants and due diligence respecting Seller, the Combined Companies and the Assets. Seller has not made, does not make and specifically negates and disclaims any representations or warranties of any kind or character whatsoever, express or implied, oral or written, relating to, concerning or with respect to (a) AS IS. Purchaser acknowledges that except for any express warranties and representations contained in Section 9 and Section 13 the value, nature, quality, business prospects, income, profit potential, the costs associated with the ownership of this Contract, or in any instrument, document the present or agreement to be delivered by Seller to Purchaser at Closing, Purchaser is not relying on any written, oral, implied, or other representations, statements, or warranties by Seller or any agent of Seller or any real estate broker or salesman. All previous written, oral, implied, or other statements, representations, warranties, or agreements, if any, are merged herein. Except as expressly set forth in Section 9 and Section 13 of this Contract, Seller will not have any liability to Purchaser, and, effective as of Closing, Purchaser shall release Seller from any liability (including, without limitation, contractual and/or statutory actions for contribution or indemnity), for, concerning, or regarding: (i) the nature and future condition of the Property, including, without limitation, the suitability thereof for any activity or use; Assets (ii) any improvements or substances located thereon; or (iiib) the compliance of the Property Assets or any of them with any lawslaws of any Governmental Authority, rules(c) the liability, ordinancesmerchantability, marketability, profitability, suitability or fitness for a particular use or purpose of the Assets or any of them, including the Real Property, or regulations (d) any other matter with respect thereto. Except as expressly provided in Article 4 and Article 5, Seller expressly negates and disclaims, and shall not be liable for, any representation or warranty which may have been made or alleged to be made in any other document or instrument in connection herewith or in any statement or information made or communicated to Buyer in any manner (including any report, assessment, opinion, information or advice which may have been provided by Seller, the Combined Companies or any officer, employee, agent, lawyer, accountant, financial advisor, consultant, professional advisor or representative of any government Seller or other body. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT, SELLER HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. PURCHASER AFFIRMS THAT AS OF THE EXPIRATION OF THE FEASIBILITY PERIOD, IT WILL HAVE HAD ADEQUATE TIME TO: (i) INVESTIGATE AND INSPECT THE PROPERTY AND Purchase and Sale Agreement15233083_2 14 BECOME FAMILIAR AND SATISFY ITSELF WITH THE PHYSICAL CONDITION OF THE PROPERTY; AND (ii) MAKE ITS OWN DETERMINATION AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION AND THE PROPERTY'S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. IN THE EVENT CLOSING OCCURS, PURCHASER HEREBY AGREES TO ACCEPT THE PROPERTY IN ITS PRESENT CONDITION (INCLUDING ENVIRONMENTAL CONDITIONS) ON AN "AS IS," "WHERE IS," AND "WITH ALL FAULTS" BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING. PURCHASER FURTHER ACKNOWLEDGES THAT WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE AND THAT SELLER DOES NOT HAVE, AND WILL NOT UNDER ANY CIRCUMSTANCES HAVE, ANY OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT, NON APPARENT OR LATENT, AND WHETHER EXISTING BEFORE, AT, OR AFTER THE TRANSFER OF THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 9 AND SECTION 13 OF THIS CONTRACT OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING, IN THE EVENT CLOSING OCCURS, PURCHASER AND ITS SUCCESSORS AND ASSIGNS WILL HAVE, AND SHALL BE DEEMED TO HAVE RELEASED SELLER OF AND FROM ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS, KNOWN OR UNKNOWN, INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION TO TAKE THE PROPERTY BACK OR REDUCE THE PRICE, OR ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT PURCHASER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST SELLER (OR THAT MAY ARISE IN THE FUTUREthe Combined Companies), BASED IN WHOLE OR IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS THAT MAY ARISE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED 42 U.S.C. § 9601 ET SEQ., THE RESOURCE CONSERVATION AND RECOVERY ACT, AS AMENDED, 42 U.S.C. § 6901 ET SEQ., THE OIL POLLUTION ACT, 33 U.S.C. § 2701 ET SEQ. AND THE TEXAS SOLID WASTE DISPOSAL ACT TEX. HEALTH & SAFETY CODE XXX. § 361 ET SEQ. PURCHASER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS DISCLAIMER AND RELEASE HAVE BEEN FULLY EXPLAINED TO PURCHASER AND THAT PURCHASER FULLY UNDERSTANDS AND ACCEPTS SAME. THE PROVISIONS OF THIS DISCLAIMER AND RELEASE SURVIVE CLOSING. Purchase and Sale Agreement15233083_2 15