Common use of Limitations on Representations and Warranties Clause in Contracts

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THATBuyer hereby agrees and acknowledges that, except as set forth in Sections 10.1 through 10.15 above, or elsewhere in this Agreement specifically provided, neither Seller nor its Affiliates nor any agent, attorney, employee or representative of Seller or its Affiliates has made any representation whatsoever regarding the subject matter of this transaction, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or physical or environmental condition of the Property Assets or the capabilities thereof, and that Buyer, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation unless such statement or information is expressly incorporated in this Agreement. Buyer agrees that except as expressly set forth in this Agreement, its purchase of the Property Assets shall be "as is, where is" as of the date hereof, reasonable wear and tear excepted. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 3AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS OTHERWISE EXPRESSLY STATED HEREIN OR IN TO THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY PHYSICAL CONDITION OF THE FOREGOING) PROPERTY ASSETS OR THE SUITABILITY THEREOF FOR ANY PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER DISCLAIMS ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, ASSETS. EXCEPT AS EXPRESSLY SET FORTH IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITINGBUYER, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY EXECUTION OF THIS AGREEMENT AND THE PERSONAL ANCILLARY AGREEMENTS AGREES THAT IT HAS INSPECTED THE PROPERTY ASSETS AND THAT BUYER SHALL ACCEPT SAME "AS IS," AS OF THE DATE HEREOFAND "WITH ALL FAULTS". Buyer understands that, REASONABLE WEAR AND TEAR EXCEPTEDexcept as may otherwise be expressly provided in this Agreement, any financial statements and data, including, without limitation, gross rental income, operating expenses and cash flow statements made, or to be made available by Seller or Seller's Affiliates to Buyer have been and will be unaudited financial statements and data or abstracts not prepared or reviewed by independent public accountants, and that except as expressly set forth in this Agreement, Seller makes no representation as to the accuracy or completeness thereof. IN ADDITIONBuyer acknowledges that this Agreement has been entered into after full investigation, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALSor with Buyer's satisfaction with the opportunity afforded for investigation. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOFThe terms and provisions of this Section 10.16 shall survive Closing or any termination of this Agreement. Each of Seller shall not be considered to have breached a representation or warranty hereunder if Seller in good faith discovers additional information after the full execution and delivery hereof and not less than ten (10) days prior to the Closing supplements the Schedules or updates the representations and warranties contained made herein immediately upon such discovery, provided that such additional information does not have in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing context of the subject transaction contemplated hereby for a material adverse effect upon the period specified in Section 11.12 ------------- except value of the Property Assets, title to the extent that Crow gives Patriot written notice prior Real Property or upon Buyer's ability to Closing of acquire and finance the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESProperty Assets." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH SPECIFIC REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS ARTICLE 3AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, INCLUDING IN ANY CERTIFICATE OR AS OTHERWISE EXPRESSLY STATED HEREIN SIMILAR INSTRUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH, THE BUYER ACKNOWLEDGES THAT (1) BUYER IS NOT RELYING UPON AND HAS NOT RELIED UPON (A) ANY OTHER UNIT PURCHASE AGREEMENT 42 REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF SELLER, THE DEED UNITS, ANY MEMBER OF THE COMPANY GROUP OR IN OTHERWISE OR (B) THE ACCURACY OR COMPLETENESS OF ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHINFORMATION REGARDING ANY MEMBER OF THE COMPANY GROUP FURNISHED OR MADE AVAILABLE BY OR ON BEHALF OF SELLER OR ANY MEMBER OF THE COMPANY GROUP TO BUYER OR ANY OF ITS REPRESENTATIVES, NEITHER CROW NOR ANY AGENTAND (2) SELLER HAS NOT MADE, ATTORNEYAND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE AND THE BUYER HEREBY EXPRESSLY DISCLAIMS AND WAIVES, ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEOR WARRANTY, EXPRESS, IMPLIED, AT LAW, BY STATUTE OR OTHERWISE RELATING TO (a) ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY MEMBER OF THE FOREGOINGCOMPANY GROUP OR THE ASSETS, (b) REPRESENTATIONS AS THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY RECORDS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO THE PHYSICAL NATURE BUYER BY OR ON BEHALF OF SELLER, AND (c) THE ENVIRONMENTAL CONDITION OF THE PROPERTY PROPERTIES. EXCEPT FOR THE EXPRESS AND SPECIFIC REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS AGREEMENT OR THE CAPABILITIES THEREOFOTHER TRANSACTION DOCUMENTS, INCLUDING IN ANY CERTIFICATE OR SIMILAR INSTRUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH, SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND THAT PATRIOTTHE BUYER HEREBY EXPRESSLY DISCLAIMS AND WAIVES, IN EXECUTINGAS TO PERSONAL PROPERTY, DELIVERING AND/OR PERFORMING THIS AGREEMENTEQUIPMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVENINVENTORY, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY MACHINERY AND THE PERSONAL PROPERTY "AS IS," AS FIXTURES CONSTITUTING A PART OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if ASSETS (i) Patriot receives written notice from Crow satisfying the foregoing requirementsANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) Xxxx XxxxxANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the PropertyANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (vi) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF SUBSTANCES, WASTES OR MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided aboveEACH OF SELLER AND BUYER AGREE THAT, no investigationTO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, auditTHE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION 4.9 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to CrowRULE OR ORDER.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- i) EXCEPT FOR THE REPRESENTATIONS AND ACKNOWLEDGES THAT, EXCEPT AS WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 3SECTION 8, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHREPRESENTATION, NEITHER CROW NOR ANY AGENTWARRANTY, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS STATEMENT MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO THE BUYER (INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO BUYER OR ANY OF ITS AFFILIATES BY ANY INDIVIDUALSHAREHOLDER, FIRM PARTNER, DIRECTOR, OFFICER, EMPLOYEE, ACCOUNTING FIRM, LEGAL COUNSEL, OR CORPORATION OTHER AGENT, CONSULTANT, OR REPRESENTATIVE OF SELLER). ii) THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO THE BUYER EXCEPT THOSE EXPRESSLY AS CONTAINED HEREIN IN THIS SECTION 8, AND ANY AND ALL STATEMENTS MADE OR DELIVERED PURSUANT THERETO INFORMATION COMMUNICATED BY SELLER OR ITS REPRESENTATIVES OUTSIDE OF THIS AGREEMENT (INCLUDING BY WAY OF THE DOCUMENTS CONTAINED IN THE DATA ROOM), WHETHER VERBALLY OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREINWRITING, PATRIOT AGREES ARE DEEMED TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOFHAVE BEEN SUPERSEDED BY THIS AGREEMENT, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES IT BEING INTENDED THAT NO REPRESENTATION SUCH PRIOR STATEMENTS OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH COMMUNICATIONS SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "EXECUTION AND DELIVERY OF THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESAGREEMENT." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- THE LIMITED WARRANTIES CONTAINED IN SECTIONS 10.1, 10.2 AND ACKNOWLEDGES THAT10.3 ARE THE SOLE WARRANTIES GIVEN BY THE PARTIES HEREUNDER. NEITHER PARTY MAKES ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR, EXCEPT AS SET FORTH IN THIS ARTICLE 310, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS WARRANTIES AS TO THE PHYSICAL NATURE VALIDITY OR CONDITION ENFORCEABILITY OF ANY PATENTS LICENSED HEREUNDER, THE NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, OR THE CAPABILITIES THEREOFSAFETY OR EFFICACY OF ANY PRODUCT MADE HEREUNDER NOR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES OR OTHERWISE, AND THAT PATRIOTALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES PROVIDED BY COMMON LAW, IN EXECUTING, DELIVERING AND/STATUTE OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, OTHERWISE ARE HEREBY DISCLAIMED BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTEDBOTH PARTIES. IN ADDITIONNO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, EXCEPT AS SET FORTH HEREINPUNITIVE, CROW MAKES NO REPRESENTATION SPECIAL, CONSEQUENTIAL OR WARRANTIES REGARDING THE COMPLIANCE WITH EXEMPLARY DAMAGES OF ANY ENVIRONMENTAL REQUIREMENTSKIND, INCLUDING LOSS OF PROFITS AND LOSS OR INTERRUPTION OF BUSINESS; PROVIDED THAT THE EXISTENCE IN FOREGOING PROVISION SHALL NOT BE CONSTRUED TO LIMIT (a) A PARTY'S INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT FOR THIRD PARTY CLAIMS WHICH MAY INCLUDE INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY AND OTHER TYPES OF DAMAGES; OR ON THE PROPERTY (b) DAMAGES ARISING FROM BREACH OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROWA PARTY'S REPRESENTATIONS OR WARRANTIESCONFIDENTIALITY OBLIGATIONS." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY PURCHASER ACKNOWLEDGES AND AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 3, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHAGREEMENT, NEITHER CROW SELLER NOR ANY AGENTOF ITS AFFILIATES, ATTORNEYNOR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEE OR REPRESENTATIVE OF CROW EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, NOR ANY OTHER PERSON PURPORTING TO REPRESENT SELLER, HAS MADE ANY REPRESENTATION, WARRANTY, GUARANTY OR PROMISE WHATSOEVER WITH RESPECT TO THE PROPERTY, WRITTEN OR VERBAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING ANY REPRESENTATION WHATSOEVER REGARDING OR WARRANTY AS TO (A) THE SUBJECT MATTER CONDITION, SQUARE FOOTAGE OR ACREAGE OF THIS SALETHE REAL PROPERTY, (B) THE ZONING CLASSIFICATION OF THE REAL PROPERTY OR THE COMPLIANCE OF THE REAL PROPERTY OR OPERATION OF ANY FUTURE CONTEMPLATED BUSINESS TO BE OPERATED ON THE REAL PROPERTY WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE LAW, (C) THE ACCURACY OF ANY INFORMATION IN ANY DOCUMENTS, MATERIALS OR INFORMATION PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF SELLER, OR (D) ANY PART THEREOFOTHER MATTER RELATING TO SELLER, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION FUTURE CONTEMPLATED BUSINESS TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR BE OPERATED ON THE PROPERTY OF HAZARDOUS MATERIALSPROPERTY. THE PROVISIONS OF 5.3 SURVIVAL. THIS PARAGRAPH ARTICLE 5 SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESCLOSING." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT (i) XX XXXX HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH TO THE EXTENT SPECIFICALLY STATED IN THIS ARTICLE 3REPRESENTATIONS AND WARRANTIES ACTUALLY DELIVERED BY MANAGER TO XX XXXX PURSUANT TO THE REPRESENTATIONS LETTER, MANAGER MAKES NO REPRESENTATION OR AS OTHERWISE EXPRESSLY STATED HEREIN WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED EQUITY, IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE WITH OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING WITH RESPECT TO THE SUBJECT MATTER OF THIS SALEMANAGEMENT AGREEMENT OR IN RESPECT OF ANY OF MANAGER, THE BEHRINGER GROUP, THEIR RESPECTIVE EMPLOYEES, THE MANAGEMENT AGREEMENT OR ANY AGREEMENT BETWEEN ANY MEMBER OF THE BEHRINGER GROUP (ON THE ONE HAND) AND XX XXXX OR ITS AFFILIATES (ON THE OTHER HAND) OR THE SERVICES PROVIDED THEREUNDER, OR WITH RESPECT TO ANY PART THEREOFINFORMATION PROVIDED OR MADE AVAILABLE TO XX XXXX OR ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS, INCLUDING (WITHOUT LIMITING THE GENERALITY WITH RESPECT TO ANY REPRESENTATIONS OR WARRANTIES OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR CONDITION OF THE PROPERTY USE, TITLE, OR THE CAPABILITIES THEREOFNON-INFRINGEMENT, AND THAT PATRIOTALL OTHER REPRESENTATIONS AND WARRANTIES ARE DISCLAIMED BY MANAGER. MANAGER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS MANAGEMENT AGREEMENT AND THE BUYOUT NOTICE, XX XXXX DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN EXECUTINGCONNECTION WITH OR WITH RESPECT TO THE SUBJECT MATTER OF THIS MANAGEMENT AGREEMENT. FOR THE AVOIDANCE OF DOUBT, DELIVERING AND/THE FOREGOING SHALL NOT AFFECT OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON OTHERWISE LIMIT ANY STATEMENT AND/EXPRESS REPRESENTATIONS OR INFORMATION TO WHOMEVER MADE WARRANTIES CONTAINED IN THE MASTER MODIFICATION AGREEMENT OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN OTHER AGREEMENT BETWEEN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS MEMBER OF THE DATE HEREOF, REASONABLE WEAR BEHRINGER GROUP (ON THE ONE HAND) AND TEAR EXCEPTED. IN ADDITIONXX XXXX OR ITS AFFILIATES (ON THE OTHER HAND). (ii) MANAGER HEREBY ACKNOWLEDGES THAT, EXCEPT AS SET FORTH HEREINTO THE EXTENT SPECIFICALLY STATED IN REPRESENTATIONS AND WARRANTIES ACTUALLY DELIVERED BY XX XXXX TO MANAGER PURSUANT TO THE BUYOUT NOTICE, CROW XX XXXX MAKES NO REPRESENTATION OR WARRANTIES REGARDING WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN CONNECTION WITH OR WITH RESPECT TO THE COMPLIANCE SUBJECT MATTER OF THIS MANAGEMENT AGREEMENT OR IN RESPECT OF XX XXXX, BH OP, THEIR RESPECTIVE EMPLOYEES, THE MANAGEMENT AGREEMENT OR ANY AGREEMENT BETWEEN XX XXXX OR ITS AFFILIATES (ON THE ONE HAND) AND ANY MEMBER OF THE BEHRINGER GROUP (ON THE OTHER HAND) OR THE SERVICES PROVIDED THEREUNDER, OR WITH RESPECT TO ANY ENVIRONMENTAL REQUIREMENTSINFORMATION PROVIDED OR MADE AVAILABLE TO MANAGER OR ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS, INCLUDING WITH RESPECT TO ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT, AND THAT ALL OTHER REPRESENTATIONS AND WARRANTIES ARE DISCLAIMED BY XX XXXX. XX XXXX ACKNOWLEDGE THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS MANAGEMENT AGREEMENT AND THE EXISTENCE BUYOUT NOTICE, MANAGER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN CONNECTION WITH OR WITH RESPECT TO THE SUBJECT MATTER OF THIS MANAGEMENT AGREEMENT. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING SHALL NOT AFFECT OR OTHERWISE LIMIT ANY EXPRESS REPRESENTATIONS OR WARRANTIES CONTAINED IN THE MASTER MODIFICATION AGREEMENT OR ANY OTHER AGREEMENT BETWEEN XX XXXX OR ITS AFFILIATES (ON THE PROPERTY ONE HAND) AND ANY MEMBER OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE BEHRINGER GROUP (ON THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESOTHER HAND)." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT FOR THE REPRESENTATIONS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH WARRANTIES CONTAINED IN THIS ARTICLE 3III AND ARTICLE IV (EACH AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE), NONE OF THE COMPANY, SELLER OR ANY OTHER PERSON MAKES, OR AS OTHERWISE EXPRESSLY STATED HEREIN HAS BEEN AUTHORIZED BY SELLER, THE COMPANY OR IN ANY OF THEIR RESPECTIVE AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE DEED COMPANY, SELLER AND THEIR RESPECTIVE AFFILIATES, THE SHARES, ANY OTHER SECURITIES OF THE COMPANY OR IN THE TRANSACTION, AND EACH OF THE COMPANY AND SELLER DISCLAIMS ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHOTHER REPRESENTATIONS OR WARRANTIES, NEITHER CROW NOR WHETHER MADE BY THE COMPANY, ANY AGENTAFFILIATE OF ANY SELLER, ATTORNEYANY AFFILIATE OF THE COMPANY OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEE DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEOR WARRANTY, OR ANY PART THEREOFOTHER STATEMENT MADE OR INFORMATION PROVIDED, INCLUDING MAY NOT BE RELIED UPON BY PURCHASER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (WITHOUT LIMITING AS MODIFIED BY THE GENERALITY COMPANY DISCLOSURE SCHEDULE), EACH OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOFCOMPANY AND SELLER HEREBY DISCLAIMS ANY, AND THAT PATRIOTALL LIABILITY AND RESPONSIBILITY FOR ANY, IN EXECUTINGREPRESENTATION, DELIVERING AND/OR PERFORMING THIS AGREEMENTWARRANTY, DOES NOT RELY UPON ANY STATEMENT AND/OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION TO WHOMEVER MADE MADE, COMMUNICATED, OR GIVEN, DIRECTLY OR INDIRECTLY, FURNISHED (ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES; (INCLUDING ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT HAS BEEN, MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY INDIVIDUALDIRECTOR, FIRM OFFICER, EMPLOYEE, AGENT, CONSULTANT OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN REPRESENTATIVE OF SELLER, THE COMPANY OR DELIVERED PURSUANT THERETO OR ANY OF THEIR AFFILIATES, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION MADE AVAILABLE IN ANY DOCUMENTS EXECUTED ELECTRONIC DATA ROOM HOSTED BY SELLER OR THE COMPANY IN CONNECTION HEREWITHWITH THE TRANSACTION). EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS NONE OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW COMPANY OR SELLER MAKES NO REPRESENTATION ANY REPRESENTATIONS OR WARRANTIES TO PURCHASER REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING PROBABLE SUCCESS OR PROFITABILITY OF THE EXISTENCE IN OR ON BUSINESS CONDUCTED BY THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESCOMPANY." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY PURCHASER ACKNOWLEDGES AND AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 3, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHAGREEMENT, NEITHER CROW SELLER NOR ANY AGENTOF ITS AFFILIATES, ATTORNEYNOR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEE OR REPRESENTATIVE OF CROW EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, NOR ANY OTHER PERSON PURPORTING TO REPRESENT SELLER, HAS MADE ANY REPRESENTATION REPRESENTATION, WARRANTY, GUARANTY OR PROMISE WHATSOEVER REGARDING WITH RESPECT TO THE SUBJECT MATTER PROPERTY, WRITTEN OR VERBAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF THIS SALE, LAW OR ANY PART THEREOFOTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO (WITHOUT LIMITING A) THE GENERALITY CONDITION, SQUARE FOOTAGE OR ACREAGE OF THE FOREGOINGPROPERTY, (B) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION ZONING CLASSIFICATION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS COMPLIANCE OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION PROPERTY OR WARRANTIES REGARDING THE COMPLIANCE WITH OPERATION OF ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR FUTURE CONTEMPLATED BUSINESS TO BE OPERATED ON THE PROPERTY WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE LAW, (C) THE ACCURACY OF HAZARDOUS MATERIALSANY INFORMATION IN ANY DOCUMENTS, MATERIALS OR INFORMATION PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF SELLER, OR (D) ANY OTHER MATTER RELATING TO SELLER, THE PROPERTY OR ANY FUTURE CONTEMPLATED BUSINESS TO BE OPERATED ON THE PROPERTY. THE PROVISIONS OF 5.3 SURVIVAL. THIS PARAGRAPH ARTICLE 5 SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESCLOSING." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT XXXXXXXX HEREBY --------------------------------------------- AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW PARTNERSHIP NOR CONTRIBUTOR, NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW PARTNERSHIP OR CONTRIBUTOR, HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALETRANSACTION, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOTXXXXXXXX, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT XXXXXXXX AGREES TO TAKE ACCEPT THE REAL PROPERTY AND THE PERSONAL PROPERTY INTERESTS THEREIN "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES PARTNERSHIP AND CONTRIBUTOR MAKE NO REPRESENTATION REPRESENTATIONS OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot Xxxxxxxx and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified as provided in Section 11.12 10.12 ------------- hereof, except to the extent that Crow Partnership or Contributor gives Patriot Xxxxxxxx written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, warranty or Patriot Xxxxxxxx otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot Xxxxxxxx nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot Xxxxxxxx shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot Xxxxxxxx receives written notice from Crow Partnership or Contributor satisfying the foregoing requirements, or (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. XxxxxxAugust, Xxxx Xxxxxxx X. Xxxxxxxx or Xxxxxx Xx and/or Xxxxxxx X. Xxxxxxx has actual knowledge of any such untruth or inaccuracy inaccuracy, or (iii) any such the matter in question is disclosed in a tenant estoppel certificate, Survey, Title Commitment, written environmental report or study, or any other third party written report or study delivered to or prepared for Patriot in respect of the Propertyobtained by Xxxxxxxx prior to Closing. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided abovesentence, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot Xxxxxxxx shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot Xxxxxxxx has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot Xxxxxxxx to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration Contribution Value to Partnership. If any of Partnership's or Contributor's representations and warranties made hereunder are found or known by Xxxxxxxx to be incorrect prior to Closing to the extent they affect the Property or its operation in any material respect, Xxxxxxxx shall inform Partnership and Contributor in writing and Xxxxxxxx' sole remedy, except as otherwise expressly provided herein in clause (a)(ii) of the first sentence of Section 9.2 hereof, shall be termination of this Agreement on ----------- account thereof and refund of the Deposit. If Xxxxxxxx elects not to Crowso terminate this Agreement, any remedy of Xxxxxxxx for breach of warranties and representations made prior to the Closing shall be deemed to be irrevocably waived. Notwithstanding anything to the contrary contained in this Article, if Partnership or Contributor breaches any representation or warranty and if prior to Closing Xxxxxxxx notifies Partnership or Contributor that it elects to terminate this Agreement on account of such breach, Partnership or Contributor may by written notice to Xxxxxxxx given or before the Closing Date agree to cure the breach (which breach must be cured on or before the Closing Date unless a cash reserve is established for such purpose in an amount equal to 125% of the amount reasonably estimated by Xxxxxxxx for cure), and Xxxxxxxx shall thereupon be obligated to close the transaction and accept such cure as Xxxxxxxx' sole remedy for such breach; provided that Xxxxxxxx shall not be required to accept a cash reserve if the problem or breach in question precludes a lender of Xxxxxxxx from closing a loan for any financing incidental to this transaction.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT FOR THE REPRESENTATIONS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH WARRANTIES CONTAINED IN THIS ARTICLE 3III AND ARTICLE IV (EACH AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE), NO STOCKHOLDER NOR THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY ANY STOCKHOLDER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO STOCKHOLDERS, THE COMPANY AND ITS SUBSIDIARIES OR THE TRANSACTION, AND THE COMPANY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ANY STOCKHOLDER, ANY AFFILIATE OF ANY STOCKHOLDER, ANY AFFILIATE OF THE COMPANY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY PURCHASER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES AS OTHERWISE EXPRESSLY STATED HEREIN HAVING BEEN AUTHORIZED BY ANY STOCKHOLDER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS MODIFIED BY THE DEED COMPANY DISCLOSURE SCHEDULE), THE COMPANY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHINFORMATION MADE, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALECOMMUNICATED, OR ANY PART THEREOF, INCLUDING FURNISHED (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY INDIVIDUALDIRECTOR, FIRM OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN REPRESENTATIVE OF THE COMPANY OR DELIVERED PURSUANT THERETO OR ANY OF ITS AFFILIATES, INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY DOCUMENTS EXECUTED ELECTRONIC DATA ROOM HOSTED BY THE STOCKHOLDERS OR THE COMPANY IN CONNECTION HEREWITHWITH THE TRANSACTION). EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES NEITHER THE COMPANY NOR ANY STOCKHOLDER MAKES ANY REPRESENTATIONS OR WARRANTIES TO TAKE PURCHASER REGARDING THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS PROBABLE SUCCESS OR PROFITABILITY OF THE DATE HEREOF, REASONABLE WEAR BUSINESS CONDUCTED BY THE COMPANY AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALSITS SUBSIDIARIES. THE PROVISIONS DISCLOSURE OF THIS PARAGRAPH ANY MATTER OR ITEM IN ANY SCHEDULE SHALL SURVIVE THE CLOSING OR NOT BE DEEMED TO CONSTITUTE AN ACKNOWLEDGMENT THAT ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE SUCH MATTER IS GIVEN PURSUANT REQUIRED TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESBE DISCLOSED." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT FOR THE REPRESENTATIONS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH WARRANTIES CONTAINED IN THIS ARTICLE 3IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE), NEITHER THE COMPANY, HOLDER REPRESENTATIVE, NOR ANY OTHER PERSON MAKES, HAS MADE, OR HAS BEEN AUTHORIZED BY THE COMPANY, THE HOLDER REPRESENTATIVES OR ANY OF THEIR RESPECTIVE AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE HOLDER REPRESENTATIVE, THE COMPANY OR ITS SUBSIDIARIES, THE BUSINESS OF THE COMPANY OR ITS SUBSIDIARIES OR THE TRANSACTION, AND THE COMPANY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE HOLDER REPRESENTATIVE, ANY AFFILIATE OF THE HOLDER REPRESENTATIVE, ANY AFFILIATE OF THE COMPANY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY THE PURCHASER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES AS OTHERWISE EXPRESSLY STATED HEREIN HAVING BEEN AUTHORIZED BY THE HOLDER REPRESENTATIVE, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE DEED COMPANY DISCLOSURE SCHEDULE), THE COMPANY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHINFORMATION MADE, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALECOMMUNICATED, OR ANY PART THEREOF, INCLUDING FURNISHED (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING) TO THE PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE PURCHASER BY ANY INDIVIDUALDIRECTOR, FIRM OFFICER, EMPLOYEE, AGENT, CONSULTANT OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN REPRESENTATIVE OF THE COMPANY OR DELIVERED PURSUANT THERETO OR ANY OF ITS AFFILIATES, INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY DOCUMENTS EXECUTED ELECTRONIC DATA ROOM HOSTED BY THE COMPANY OR ITS ADVISORS IN CONNECTION HEREWITHWITH THE TRANSACTION). EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES NEITHER THE COMPANY NOR THE HOLDER REPRESENTATIVE MAKES ANY REPRESENTATIONS OR WARRANTIES TO TAKE THE REAL PROPERTY AND PURCHASER REGARDING THE PERSONAL PROPERTY "AS IS," AS PROBABLE SUCCESS OR PROFITABILITY OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING BUSINESS CONDUCTED BY THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESCOMPANY." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- 5.8.1 EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR SPECIFIC REPRESENTATIONS AND WARRANTIES of each Seller in this agreement AND IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHCLOSING DOCUMENT DELIVERED PURSUANT HERETO, THE BUYER ACKNOWLEDGES THAT NEITHER CROW NOR ANY AGENTSELLER HAS MADE, ATTORNEYAND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE AND THE BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEOR WARRANTY, OR ANY PART THEREOFEXPRESS, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOFIMPLIED, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITINGAT COMMON LAW, BY ANY INDIVIDUAL, FIRM STATUTE OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES RELATING TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirementsPRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES OR SUCH SELLER’S INTEREST THEREIN, (ii) Xxxx XxxxxTHE ACCURACY, Xxxxx XxxxxxxxCOMPLETENESS OR MATERIALITY OF ANY RECORDS, Xxxxxx XxxxxxINFORMATION, Xxxxxx X. XxxxxxDATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or HERETOFORE OR HEREAFTER FURNISHED TO THE BUYER BY OR ON BEHALF OF SUCH SELLER, AND (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided aboveTHE ENVIRONMENTAL CONDITION OF THE PROPERTIES. 5.8.2 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF EACH SELLER IN THIS AGREEMENT AND IN ANY CLOSING DOCUMENT DELIVERED PURSUANT HERETO, no investigationEACH SELLER EXPRESSLY DISCLAIMS AND NEGATES, auditAND THE BUYER HEREBY WAIVES, inspectionAS TO PERSONAL PROPERTY, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representationsEQUIPMENT, warranties and covenantsINVENTORY, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to CrowMACHINERY AND FIXTURES CONSTITUTING A PART OF THE PROPERTIES (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (v) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (vi) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (vii) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF SUBSTANCES, WASTES OR MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF THE BUYER AND EACH SELLER THAT, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN OR IN ANY CLOSING DOCUMENT DELIVERED PURSUANT HERETO, THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES IN WHICH SUCH SELLER HAS ANY INTEREST ARE BEING ACCEPTED BY THE BUYER, “AS IS, WHERE IS, WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. 5.8.3 EACH SELLER AND THE BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION 5.8 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- THE LIMITED WARRANTIES CONTAINED IN SECTIONS 9.1, 9.2 AND ACKNOWLEDGES THAT9.3 ARE THE SOLE WARRANTIES GIVEN BY THE PARTIES HEREUNDER. NEITHER PARTY MAKES ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR, EXCEPT AS SET FORTH IN THIS ARTICLE 39, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS WARRANTIES AS TO THE PHYSICAL NATURE VALIDITY OR CONDITION ENFORCEABILITY OF ANY PATENTS ASSIGNED HEREUNDER, THE NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, OR THE CAPABILITIES THEREOFSAFETY OR EFFICACY OF ANY PRODUCT MADE HEREUNDER NOR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES OR OTHERWISE, AND THAT PATRIOTALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES PROVIDED BY COMMON LAW, IN EXECUTING, DELIVERING AND/STATUTE OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, OTHERWISE ARE HEREBY DISCLAIMED BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTEDBOTH PARTIES. IN ADDITIONNO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, EXCEPT AS SET FORTH HEREINPUNITIVE, CROW MAKES NO REPRESENTATION SPECIAL, CONSEQUENTIAL OR WARRANTIES REGARDING THE COMPLIANCE WITH EXEMPLARY DAMAGES OF ANY ENVIRONMENTAL REQUIREMENTSKIND, INCLUDING LOSS OF PROFITS AND LOSS OR INTERRUPTION OF BUSINESS; PROVIDED THAT THE EXISTENCE IN FOREGOING PROVISION SHALL NOT BE CONSTRUED TO LIMIT (a) A PARTY’S INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT FOR THIRD PARTY CLAIMS WHICH MAY INCLUDE INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY AND OTHER TYPES OF DAMAGES; OR ON THE PROPERTY (b) DAMAGES ARISING FROM BREACH OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESA PARTY’S CONFIDENTIALITY OBLIGATIONS." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE 3AGREEMENT, THE COMPANY (INCLUDING THE PROPERTY), MEMBERSHIP INTERESTS AND TRANSFERRED ASSET ARE BEING SOLD ON AN “AS IS”, “WHERE IS” BASIS AS OF THE CLOSING. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND DOCUMENTS EXECUTED AND DELIVERED TO THE PURCHASER PARTIES OR THEIR REPRESENTATIVES PURSUANT HERETO (AS MODIFIED BY THE DISCLOSURE SCHEDULES), NO SELLER PARTY NOR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY ANY SELLER PARTY OR ANY AFFILIATES THEREOF TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLER PARTIES, ANY AFFILIATE OF A SELLER PARTY, THE COMPANY, THE MEMBERSHIP INTERESTS, THE PROPERTY, THE TRANSFERRED ASSET OR THE TRANSACTIONS, AND THE SELLER PARTIES HEREBY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND DOCUMENTS EXECUTED AND DELIVERED TO THE PURCHASER PARTIES OR THEIR REPRESENTATIVES PURSUANT HERETO (AS OTHERWISE EXPRESSLY STATED HEREIN MODIFIED BY THE DISCLOSURE SCHEDULES), THE SELLER PARTIES HEREBY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE DEED PURCHASER PARTIES OR IN THEIR AFFILIATES OR ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHOF THEIR RESPECTIVE OFFICERS, NEITHER CROW NOR DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ADVISORS OR REPRESENTATIVES. NO SELLER PARTY MAKES ANY AGENT, ATTORNEY, EMPLOYEE REPRESENTATIONS OR REPRESENTATIVE OF CROW HAS MADE WARRANTIES TO ANY REPRESENTATION WHATSOEVER PURCHASER PARTIES REGARDING THE SUBJECT MATTER OF THIS SALE, PROBABLE SUCCESS OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY PROFITABILITY OF THE FOREGOING) REPRESENTATIONS AS TO COMPANY, THE PHYSICAL NATURE OR CONDITION OF MEMBERSHIP INTERESTS, THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/TRANSFERRED ASSET. THE DISCLOSURE OF ANY MATTER OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR ITEM IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS SECTION OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH DISCLOSURE SCHEDULES SHALL NOT BE DEEMED TO CONSTITUTE AN ACKNOWLEDGEMENT THAT ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE SUCH MATTER IS GIVEN PURSUANT REQUIRED TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESBE DISCLOSED." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THATSPECIFIC REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES, EXCEPT AS SET FORTH IN THIS ARTICLE 3ON THE ONE HAND, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR AND BUYER, ON THE OTHER, IN THE DEED TRANSACTION DOCUMENTS: (a) BUYER ACKNOWLEDGES THAT NO SELLER PARTY HAS MADE, AND EACH SELLER PARTY HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES, ANY OTHER REPRESENTATION OR IN WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE. (b) THE SELLER PARTIES ACKNOWLEDGE THAT BUYER HAS NOT MADE, AND BUYER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND EACH SELLER PARTY HEREBY EXPRESSLY WAIVES, ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHOTHER REPRESENTATION OR WARRANTY, NEITHER CROW NOR ANY AGENTEXPRESS, ATTORNEYIMPLIED, EMPLOYEE AT COMMON LAW, BY STATUTE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEOTHERWISE. (c) EACH SELLER PARTY HEREBY EXPRESSLY DISCLAIMS AND NEGATES, OR ANY AND BUYER HEREBY EXPRESSLY WAIVES, AS TO PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if ASSETS (i) Patriot receives written notice from Crow satisfying the foregoing requirementsANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) Xxxx XxxxxANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided aboveANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, no investigation(iv) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, audit(v) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, inspectionWHETHER KNOWN OR UNKNOWN, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations(vi) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, warranties and covenantsAND (vii) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to CrowTHE RELEASE OF SUBSTANCES, WASTES OR MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT FOR THE REPRESENTATIONS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH WARRANTIES CONTAINED IN THIS ARTICLE 3III (AS MODIFIED BY THE DISCLOSURE SCHEDULES (AS DETERMINED IN ACCORDANCE WITH SECTION 11.12)), OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHCERTIFICATE DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT), (I) NEITHER CROW SELLER NOR ANY AGENTOTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, ATTORNEYCIBER FEDERAL INTERNATIONAL, EMPLOYEE THE FEDERAL BUSINESS, THE PURCHASED ASSETS OR REPRESENTATIVE THE TRANSACTION, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER, ANY AFFILIATE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALESELLER, OR ANY PART THEREOFOF THEIR RESPECTIVE OFFICERS, INCLUDING DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND (WITHOUT LIMITING THE GENERALITY OF THE FOREGOINGII) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOFSELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, AND THAT PATRIOTWARRANTY, IN EXECUTINGPROJECTION, DELIVERING AND/OR PERFORMING THIS AGREEMENTFORECAST, DOES NOT RELY UPON ANY STATEMENT AND/STATEMENT, OR INFORMATION TO WHOMEVER MADE MADE, COMMUNICATED, OR GIVEN, DIRECTLY OR INDIRECTLY, FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY INDIVIDUALDIRECTOR, FIRM OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN REPRESENTATIVE OF SELLER OR DELIVERED PURSUANT THERETO ANY OF ITS AFFILIATES). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE FEDERAL BUSINESS. THE DISCLOSURE OF ANY MATTER OR ITEM IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES SCHEDULE HERETO SHALL NOT BE DEEMED TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH CONSTITUTE AN ACKNOWLEDGMENT THAT ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE SUCH MATTER IS GIVEN PURSUANT REQUIRED TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESBE DISCLOSED." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- 5.8.1 EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH SPECIFIC REPRESENTATIONS AND WARRANTIES OF A SELLER IN THIS ARTICLE 3AGREEMENT, THE BUYER ACKNOWLEDGES THAT NO SELLER HAS MADE, AND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY EXPRESSLY WAIVES, ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, INCLUDING THOSE RELATING TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION, OR AS OTHERWISE EXPRESSLY STATED HEREIN THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES OR SUCH SELLER’S INTEREST THEREIN, (b) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY RECORDS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO THE BUYER BY OR ON BEHALF OF SUCH SELLER, AND (c) THE ENVIRONMENTAL OR OTHER CONDITION OF THE PROPERTIES. 5.8.2 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF A SELLER IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHTHIS AGREEMENT, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS , EACH SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY WAIVES, AS TO THE PHYSICAL NATURE PROPERTIES (A) ANY IMPLIED OR CONDITION EXPRESS WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (C) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (D) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PROPERTY PURCHASE PRICE, (E) ANY IMPLIED OR THE CAPABILITIES THEREOFEXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (F) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (G) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF SUBSTANCES, WASTES OR MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. IT IS THE EXPRESS INTENTION OF THE BUYER AND EACH SELLER THAT PATRIOTTHE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES IN EXECUTINGWHICH THE SELLER HAS ANY INTEREST ARE BEING ACCEPTED BY THE BUYER, DELIVERING AND/OR PERFORMING THIS AGREEMENT“AS IS, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVENWHERE IS, DIRECTLY OR INDIRECTLY, ORALLY OR WITH ALL FAULTS” AND IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY THEIR PRESENT CONDITION AND STATE OF REPAIR. 5.8.3 EACH SELLER AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOFBUYER AGREE THAT, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF _________CERTAIN WARRANTIES CONTAINED IN THIS SECTION 5.8 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, 1997 AND RELATES TO THE UNTRUTH RULE OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESORDER." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH SPECIFIC REPRESENTATIONS AND WARRANTIES OF A SELLER IN THIS ARTICLE 3AGREEMENT OR THE ASSIGNMENT, THE BUYER ACKNOWLEDGES THAT NO SELLER HAS MADE, AND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, INCLUDING RELATING TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION, OR AS OTHERWISE EXPRESSLY STATED HEREIN THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES OR THE SELLERS’ INTEREST THEREIN, (b) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY RECORDS, INFORMATION, PURCHASE AND SALE AGREEMENT 37 DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO THE BUYER BY OR ON BEHALF OF THE SELLERS, AND (c) THE ENVIRONMENTAL OR OTHER CONDITION OF THE PROPERTIES. 5.8.1 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF A SELLER IN THIS AGREEMENT OR THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHASSIGNMENT, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS , EACH SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY WAIVES, AS TO THE PHYSICAL NATURE OR CONDITION PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE PROPERTY PROPERTIES (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (e) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (f) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (g) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF SUBSTANCES, WASTES OR MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF THE BUYER AND THE SELLERS THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF A SELLER IN THIS AGREEMENT OR THE CAPABILITIES THEREOFASSIGNMENT, THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES IN WHICH ANY SELLER HAS ANY INTEREST ARE BEING ACCEPTED BY THE BUYER, “AS IS, WHERE IS, WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR, AND THE BUYER REPRESENTS TO EACH SELLER THAT PATRIOTTHE BUYER WILL MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES AND OTHER PROPERTIES AS THE BUYER DEEMS APPROPRIATE. 5.8.2 EACH SELLER AND THE BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN EXECUTINGTHIS SECTION 5.8 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, DELIVERING AND/RULE OR PERFORMING THIS AGREEMENTORDER. 5.8.3 THE BUYER ACKNOWLEDGES THAT THE PROPERTIES HAVE BEEN USED FOR EXPLORATION, DOES NOT RELY UPON ANY STATEMENT AND/DEVELOPMENT, AND PRODUCTION OF OIL AND GAS AND THAT EQUIPMENT AND SITES INCLUDED IN THE PROPERTIES MAY CONTAIN ASBESTOS, NATURALLY OCCURRING RADIOACTIVE MATERIAL (“NORM”) OR INFORMATION OTHER HAZARDOUS SUBSTANCES. NORM MAY AFFIX OR ATTACH ITSELF TO WHOMEVER MADE OR GIVENTHE INSIDE OF XXXXX, DIRECTLY OR INDIRECTLYMATERIALS, ORALLY AND EQUIPMENT AS SCALE, OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALSOTHER FORMS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in partXXXXX, by PatriotMATERIALS, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE AND EQUIPMENT LOCATED ON PURCHASE AND SALE AGREEMENT MADE AS 38 THE PROPERTIES OR INCLUDED IN THE PROPERTIES MAY CONTAIN NORM AND OTHER WASTES OR HAZARDOUS SUBSTANCES. NORM CONTAINING MATERIAL AND/OR OTHER WASTES OR HAZARDOUS SUBSTANCES MAY HAVE COME IN CONTACT WITH VARIOUS ENVIRONMENTAL MEDIA, INCLUDING AIR, WATER, SOILS OR SEDIMENT. SPECIAL PROCEDURES MAY BE REQUIRED FOR THE ASSESSMENT, REMEDIATION, REMOVAL, TRANSPORTATION, OR DISPOSAL OF _________ENVIRONMENTAL MEDIA, 1997 WASTES, ASBESTOS, NORM AND RELATES OTHER HAZARDOUS SUBSTANCES FROM THE PROPERTIES. NOTHING CONTAINED IN THIS SECTION 5.8 WILL LIMIT, RESTRICT OR OTHERWISE AFFECT THE BUYER’S INDEMNITY RIGHTS UNDER SECTION 10.2(a)(i) WITH RESPECT TO BREACHES OF THE UNTRUTH REPRESENTATION AND WARRANTY OF SELLERS SET FORTH IN SECTION 3.9 OR INACCURACY BUYER’S RIGHTS TO RAISE ENVIRONMENTAL DEFECTS UNDER SECTION 2.1 OF CROW'S REPRESENTATIONS OR WARRANTIESTHIS AGREEMENT." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3, OR AS OTHERWISE --------- EXPRESSLY STATED HEREIN OR IN THE DEED ASSIGNMENT OF GROUND LEASE OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY LEASEHOLD ESTATE AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE 3, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES THE PURCHASED ENTITIES (INCLUDING THE PROPERTIES) AND PURCHASED INTERESTS ARE BEING SOLD ON AN “AS IS”, “WHERE IS” BASIS AS OF THE CLOSING AND IN THE CONDITION AS OF SUCH CLOSING WITH “ALL FAULTS” AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND DOCUMENTS DELIVERED TO PURCHASER OR ITS REPRESENTATIVES PURSUANT HERETO (AS MODIFIED BY THE DISCLOSURE SCHEDULES) NO SELLER PARTY NOR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY ANY SELLER PARTY OR ANY AFFILIATES THEREOF TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLER PARTIES, ANY AFFILIATE OF A SELLER PARTY, THE PURCHASED ENTITIES, THE PURCHASED INTERESTS, THE PROPERTIES OR THE TRANSACTIONS, AND THE SELLER PARTIES HEREBY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY A SELLER PARTY, ANY AFFILIATE OF A SELLER PARTY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ADVISORS, REPRESENTATIVES OR ANY OTHER PERSON AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT RELY BE RELIED UPON BY PURCHASER OR ANY STATEMENT AND/OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ADVISORS OR REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY THE SELLER PARTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND DOCUMENTS DELIVERED TO PURCHASER OR ITS REPRESENTATIVES PURSUANT HERETO (AS MODIFIED BY THE DISCLOSURE SCHEDULES), THE SELLER PARTIES HEREBY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, DATA, PROJECTION, FORECAST, ESTIMATE, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR OTHER INFORMATION TO WHOMEVER MADE MADE, COMMUNICATED OR GIVEN, DIRECTLY OR INDIRECTLY, FURNISHED (ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ADVISORS OR REPRESENTATIVES (INCLUDING ANY OPINION, DATA, PROJECTION, FORECAST, ESTIMATE, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR OTHER INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY INDIVIDUALOFFICER, FIRM DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, ADVISOR OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN REPRESENTATIVE OF ANY SELLER PARTY OR DELIVERED PURSUANT THERETO OR ANY AFFILIATE OF A SELLER PARTY, INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY DOCUMENTS EXECUTED ELECTRONIC OR PHYSICAL DATA ROOMS IN CONNECTION HEREWITHWITH THE TRANSACTIONS). EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES NO SELLER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO TAKE PURCHASER REGARDING THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS PROBABLE SUCCESS OR PROFITABILITY OF ANY OF THE DATE HEREOFPURCHASED ENTITIES, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION THE PURCHASED INTERESTS OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALSPROPERTIES. THE PROVISIONS DISCLOSURE OF THIS PARAGRAPH ANY MATTER OR ITEM IN ANY SECTION OF THE DISCLOSURE SCHEDULES SHALL SURVIVE THE CLOSING OR NOT BE DEEMED TO CONSTITUTE AN ACKNOWLEDGEMENT THAT ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE SUCH MATTER IS GIVEN PURSUANT REQUIRED TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESBE DISCLOSED." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT BRANDYWINE OP HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3III, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW XXXXXXXX, PPL NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW XXXXXXXX OR PPL HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEAGREEMENT, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOTBRANDYWINE OP, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT BRANDYWINE OP AGREES TO TAKE THE REAL PROPERTY ASSIGNED PARTNERSHIP INTERESTS AND THE PERSONAL PROPERTY PURCHASED STOCK "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR HEREOF AND TEAR EXCEPTEDINDIRECT INTERESTS IN THE PROPERTY. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW XXXXXXXX MAKES NO REPRESENTATION REPRESENTATIONS OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article ARTICLE III and its ----------- various subparagraphs are intended for the benefit of Patriot Brandywine OP and may be waived in whole or in part, part by Patriot, but only by an instrument in writing signed by PatriotBrandywine OP. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified as provided in Section 11.12 ------------- SECTION 10.11 hereof, except to the extent that Crow Xxxxxxxx gives Patriot Brandywine OP written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot Brandywine OP otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot Brandywine OP nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot Brandywine OP shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot Brandywine OP receives written notice from Crow Xxxxxxxx satisfying the foregoing requirements, or (ii) Xxxx XxxxxXxxxxx X. Xxxxxxx, Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, or Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Propertyinaccuracy. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided abovesentence, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot Brandywine OP shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot Brandywine OP has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot Brandywine OP to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration Purchase Price to Xxxxxxxx. If any of Xxxxxxxx' or PPL's representations and warranties made hereunder are found by Brandywine OP to be incorrect prior to Closing to the extent they affect the Property or its operation in any material respect or any of the subject matter thereof, or the ownership of the Assigned Partnership Interests or the Purchased Stock, Brandywine OP shall inform Xxxxxxxx in writing and Brandywine OP's sole remedy, except as otherwise expressly provided herein in CLAUSE (a)(ii) of the first sentence of SECTION 9.3 hereof or the last sentence of SECTION 9.3 hereof, shall be termination of this Agreement on account thereof and refund of the Deposit. If Brandywine OP elects not to Crowso terminate this Agreement, any remedy of Brandywine OP for breach of such warranties and representations made prior to the Closing shall be deemed to be irrevocably waived. Notwithstanding anything to the contrary contained in this Article, if Xxxxxxxx or PPL breaches any representation or warranty made by Xxxxxxxx or PPL and if prior to Closing Brandywine OP notifies Xxxxxxxx or PPL that it elects to terminate this Agreement on account of such breach, Xxxxxxxx may by written notice to Brandywine OP given or before the Closing Date agree to cure the breach (which breach must be cured on or before the Closing Date), and Brandywine OP shall thereupon be obligated to close the transaction and accept such cure as Brandywine OP's sole remedy for such breach.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- BUYER ACKNOWLEDGES THAT (A) NONE OF THE COMPANY, ANY SELLER, OR ANY PERSON ON BEHALF OF THE COMPANY OR SELLERS IS MAKING ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY MADE BY SELLERS IN ARTICLE III OR BY THE COMPANY IN ARTICLE IV, AND ACKNOWLEDGES THAT(B) BUYER HAS NOT BEEN INDUCED BY, OR RELIED UPON, ANY REPRESENTATIONS, WARRANTIES, OR STATEMENTS (WRITTEN OR ORAL), WHETHER EXPRESS OR IMPLIED, MADE BY ANY PERSON THAT ARE NOT EXPRESSLY SET FORTH IN ARTICLE III OR ARTICLE IV. BUXXX XGREES TO ACCEPT THE COMPANY EQUITY ON THE CLOSING DATE BASED UPON ITS OWN INSPECTION, EXAMINATION AND DETERMINATION WITH RESPECT THERETO AS TO ALL MATTERS AND WITHOUT RELIANCE UPON ANY EXPRESSED OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY NATURE MADE BY SELLER OR THE COMPANY OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICER, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS, ADVISORS, OR OTHER REPRESENTATIVES, EXCEPT AS SPECIFICALLY AND EXPRESSLY SET FORTH IN THIS EITHER ARTICLE 3, III OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (ARTICLE IV. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) , BUYER SPECIFICALLY ACKNOWLEDGES THAT NO REPRESENTATIONS AS OR WARRANTIES ARE MADE WITH RESPECT TO THE PHYSICAL NATURE ANY Stock Purchase Agreement – Averna/Xxxxxxx Electronics 40 PROJECTIONS, FORECASTS, ESTIMATES, BUDGETS OR CONDITION PROSPECTIVE INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO BUYER, ITS AFFILIATES OR ANY OF THE PROPERTY THEIR REPRESENTATIVES, EXCEPT THOSE, IF ANY, EXPRESSLY MADE BY SELLERS IN ARTICLE III OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, COMPANY IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESARTICLE IV." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH SPECIFIC REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS ARTICLE 3AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, INCLUDING IN ANY CERTIFICATE OR AS OTHERWISE EXPRESSLY STATED HEREIN SIMILAR INSTRUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH, THE BUYER ACKNOWLEDGES THAT (1) BUYER IS NOT RELYING UPON AND HAS NOT RELIED UPON (A) ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF SELLER, THE DEED UNITS, ANY MEMBER OF THE COMPANY GROUP OR IN OTHERWISE OR (B) THE ACCURACY OR COMPLETENESS OF ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHINFORMATION REGARDING ANY MEMBER OF THE COMPANY GROUP FURNISHED OR MADE AVAILABLE BY OR ON BEHALF OF SELLER OR ANY MEMBER OF THE COMPANY GROUP TO BUYER OR ANY OF ITS REPRESENTATIVES, NEITHER CROW NOR ANY AGENTAND (2) SELLER HAS NOT MADE, ATTORNEYAND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE AND THE BUYER HEREBY EXPRESSLY DISCLAIMS AND WAIVES, ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEOR WARRANTY, EXPRESS, IMPLIED, AT LAW, BY STATUTE OR OTHERWISE RELATING TO (a) ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY MEMBER OF THE FOREGOINGCOMPANY GROUP OR THE ASSETS, (b) REPRESENTATIONS AS THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY RECORDS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO THE PHYSICAL NATURE BUYER BY OR ON BEHALF OF SELLER, AND (c) THE ENVIRONMENTAL CONDITION OF THE PROPERTY PROPERTIES. EXCEPT FOR THE EXPRESS AND SPECIFIC REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS AGREEMENT OR THE CAPABILITIES THEREOFOTHER TRANSACTION DOCUMENTS, INCLUDING IN ANY CERTIFICATE OR SIMILAR INSTRUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH, SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND THAT PATRIOTTHE BUYER HEREBY EXPRESSLY DISCLAIMS AND WAIVES, IN EXECUTINGAS TO PERSONAL PROPERTY, DELIVERING AND/OR PERFORMING THIS AGREEMENTEQUIPMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVENINVENTORY, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY MACHINERY AND THE PERSONAL PROPERTY "AS IS," AS FIXTURES CONSTITUTING A PART OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if ASSETS (i) Patriot receives written notice from Crow satisfying the foregoing requirementsANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) Xxxx XxxxxANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the PropertyANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (vi) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF SUBSTANCES, WASTES OR MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided aboveEACH OF SELLER AND BUYER AGREE THAT, no investigationTO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, auditTHE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION 4.9 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to CrowRULE OR ORDER.

Limitations on Representations and Warranties. PATRIOT XXXXXXXX HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3III, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS TO BE EXECUTED IN CONNECTION HEREWITH, NEITHER CROW BRANDYWINE OP NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW BRANDYWINE OP HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEAGREEMENT, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOTXXXXXXXX, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT XXXXXXXX AGREES TO TAKE THE REAL PROPERTY TYSONS PARTNERSHIP INTEREST AND ITS INDIRECT INTEREST IN THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW BRANDYWINE OP MAKES NO REPRESENTATION REPRESENTATIONS OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article ARTICLE III and its ----------- various subparagraphs are intended for the benefit of Patriot Xxxxxxxx and may be waived in whole or in part, part by Patriot, but only by an instrument in writing signed by PatriotXxxxxxxx. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified as provided in Section 11.12 ------------- SECTION 10.11 hereof, except to the extent that Crow Brandywine OP gives Patriot Xxxxxxxx written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot Xxxxxxxx otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot Xxxxxxxx nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot Xxxxxxxx shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot Xxxxxxxx receives written notice from Crow Brandywine OP satisfying the foregoing requirements, or (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx XxxxxxX. August, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx Xxxxxxx Xxxxxx or Xxxxxx Xx J. Xxxxx Xxxxxxx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Propertyinaccuracy. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided abovesentence, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot Xxxxxxxx shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot Xxxxxxxx has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot Xxxxxxxx to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration Purchase Price to Brandywine OP. If any of Brandywine OP's representations and warranties made hereunder are found by Xxxxxxxx to be incorrect prior to Closing to the extent they affect the Tysons Partnership Interest, any of the Subsidiary Entities or the Property or its operation in any material respect, Xxxxxxxx shall inform Brandywine OP in writing and Xxxxxxxx' sole remedy, except as otherwise expressly provided herein in CLAUSE (a)(ii) of the first sentence of SECTION 9.3 hereof or the last sentence of SECTION 9.3 hereof, shall be termination of this Agreement on account thereof and refund of the Deposit. If Xxxxxxxx elects not to Crowso terminate this Agreement, any remedy of Xxxxxxxx for breach of such warranties and representations made prior to the Closing shall be deemed to be irrevocably waived. Notwithstanding anything to the contrary contained in this Article, if Brandywine OP breaches any representation or warranty made by Brandywine OP and if prior to Closing Xxxxxxxx notifies Brandywine OP that it elects to terminate this Agreement on account of such breach, Brandywine OP may by written notice to Xxxxxxxx given or before the Closing Date agree to cure the breach (which breach must be cured on or before the Closing Date), and Xxxxxxxx shall thereupon be obligated to close the transaction and accept such cure as Xxxxxxxx' sole remedy for such breach.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, (a) EXCEPT AS SET FORTH EXPRESSLY PROVIDED IN THIS ARTICLE 3, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED AGREEMENT OR IN ANY DOCUMENTS DOCUMENT TO BE EXECUTED IN CONNECTION HEREWITHBY SELLER AND DELIVERED BY SELLER TO PURCHASER AT CLOSING, NEITHER CROW NOR SELLER HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AGENTWARRANTIES, ATTORNEYREPRESENTATIONS, EMPLOYEE COVENANTS OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEGUARANTEES, EXPRESSED OR IMPLIED, OR ANY PART THEREOFARISING BY OPERATION OF LAW, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE 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 CAPABILITIES THEREOFEXPIRATION OF THE INSPECTION PERIOD, IT WILL HAVE: (I) INVESTIGATED AND INSPECTED THE PROPERTY AND BECOME FAMILIAR AND SATISFIED WITH THE PHYSICAL CONDITION OF THE PROPERTY; AND (II) MADE ITS OWN DETERMINATION AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, AND THAT PATRIOTCONDITION OF THE PROPERTY, IN EXECUTINGINCLUDING, DELIVERING AND/WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/HAZARDOUS SUBSTANCES OR INFORMATION TO WHOMEVER MADE WASTE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY OTHER ENVIRONMENTAL CONTAMINATION AND THE PERSONAL PROPERTY’S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. PURCHASER HEREBY ACCEPTS THE PROPERTY "IN ITS PRESENT CONDITION (INCLUDING ENVIRONMENTAL CONDITIONS) ON AN “AS IS," AS OF THE DATE HEREOF” “WHERE IS,” AND “WITH ALL FAULTS” BASIS, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. SUBJECT TO THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE AGREEMENT, THE CLOSING PERKINELMER LEASE AND ANY OTHER DOCUMENT TO BE EXECUTED BY SELLER AND DELIVERED BY SELLER TO PURCHASER AT CLOSING. PURCHASER FURTHER ACKNOWLEDGES THAT WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE AND THAT, EXCEPT AS MAY BE SET FORTH IN THIS AGREEMENT, THE PERKINELMER LEASE AND ANY OTHER DOCUMENT TO BE EXECUTED BY SELLER AND DELIVERED BY SELLER TO PURCHASER AT CLOSING, 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 TERMINATION HEREOF. Each of the representations and warranties contained KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. (b) Except as otherwise specifically stated in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole Agreement or in partthe PerkinElmer Lease or in any other document to be executed by Seller and delivered by Seller to Purchaser at Closing, by PatriotPurchaser agrees that Seller shall not be responsible or liable to Purchaser for any construction defects, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth errors, omissions, or inaccuracy on account of any such representations and warranties shall survive other conditions affecting the Closing of Property, as Purchaser is purchasing the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warrantyProperty AS IS, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warrantyWHERE IS, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESWITH ALL FAULTS." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- (a) MF REIT AND ACKNOWLEDGES THAT, MF OP ACKNOWLEDGE THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 3IV, NONE OF SERVICES HOLDINGS, THE SERVICE PROVIDERS, BHMP GP OR AS OTHERWISE EXPRESSLY STATED HEREIN ANY MEMBER OF THE BEHRINGER GROUP MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED EQUITY, IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE WITH OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING WITH RESPECT TO THE SUBJECT MATTER OF THIS SALEAGREEMENT OR IN CONNECTION WITH OR WITH RESPECT TO SERVICES HOLDINGS, THE SERVICE PROVIDERS, THE BEHRINGER GROUP, THEIR RESPECTIVE EMPLOYEES, THE TRANSFERRED ASSETS, THE PROPERTY MANAGEMENT AGREEMENT, THE ADVISORY AGREEMENT, ANY ANCILLARY AGREEMENT, OR ANY PART THEREOFOTHER CONTRACT BETWEEN ANY MEMBER OF THE BEHRINGER GROUP AND MF REIT OR ITS AFFILIATES OR THE SERVICES PROVIDED THEREUNDER, OR WITH RESPECT TO ANY INFORMATION PROVIDED OR MADE AVAILABLE TO MF REIT, MF OP, OR THE MF REIT SPECIAL COMMITTEE, INCLUDING (WITHOUT LIMITING WITH RESPECT TO ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY DISCLAIMED BY SERVICES HOLDINGS, THE GENERALITY SERVICE PROVIDERS, AND BHMP GP. SERVICES HOLDINGS, THE SERVICE PROVIDERS, AND BHMP GP EACH ACKNOWLEDGE THAT EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III, MF REIT AND MF OP DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN CONNECTION WITH OR WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING SHALL NOT AFFECT OR OTHERWISE LIMIT ANY EXPRESS REPRESENTATIONS OR WARRANTIES CONTAINED IN ANY OF THE FOREGOINGANCILLARY AGREEMENTS, INCLUDING ANY EXPRESS REPRESENTATIONS AND WARRANTIES MADE IN THE MF REIT REPRESENTATION LETTER, OR THE SERVICE PROVIDER REPRESENTATION LETTER. (b) REPRESENTATIONS EACH OF SERVICES HOLDINGS, THE SERVICE PROVIDERS, AND BHMP GP ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III, NONE OF MF REIT, MF OP, OR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN CONNECTION WITH OR WITH RESPECT TO THE PHYSICAL NATURE SUBJECT MATTER OF THIS AGREEMENT OR CONDITION IN CONNECTION WITH OR WITH RESPECT TO MF REIT, MF OP, THEIR RESPECTIVE AFFILIATES AND EMPLOYEES, THE TRANSFERRED ASSETS, THE PROPERTY MANAGEMENT AGREEMENT, THE ADVISORY AGREEMENT, ANY ANCILLARY AGREEMENT, OR ANY OTHER AGREEMENT BETWEEN MF REIT, MF OP, OR THEIR RESPECTIVE AFFILIATES AND ANY MEMBER OF THE PROPERTY BEHRINGER GROUP OR THE CAPABILITIES THEREOFSERVICES PROVIDED THEREUNDER, OR WITH RESPECT TO ANY INFORMATION PROVIDED OR MADE AVAILABLE TO SERVICES HOLDINGS, THE SERVICE PROVIDERS, BHMP GP, AND ANY OTHER MEMBER OF THE BEHRINGER GROUP, INCLUDING WITH RESPECT TO ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY DISCLAIMED BY MF REIT AND MF OP. MF REIT AND MF OP ACKNOWLEDGE THAT PATRIOTEXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV, NONE OF SERVICES HOLDINGS, THE SERVICE PROVIDERS, AND BHMP GP MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN EXECUTING, DELIVERING AND/CONNECTION WITH OR PERFORMING WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, DOES THE FOREGOING SHALL NOT RELY UPON AFFECT OR OTHERWISE LIMIT ANY STATEMENT AND/EXPRESS REPRESENTATIONS OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY WARRANTIES CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTSANCILLARY AGREEMENTS, INCLUDING ANY EXPRESS REPRESENTATIONS AND WARRANTIES MADE IN THE EXISTENCE IN MF REIT REPRESENTATION LETTER, OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESSERVICE PROVIDER REPRESENTATION LETTER." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- 5.9.1 EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY SPECIFIC REPRESENTATIONS AND WARRANTIES OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, SELLERS IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON THE BUYER ACKNOWLEDGES THAT NO SELLER HAS MADE, AND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY EXPRESSLY WAIVES, ANY STATEMENT AND/REPRESENTATION OR INFORMATION TO WHOMEVER MADE OR GIVENWARRANTY, DIRECTLY OR INDIRECTLYEXPRESS, ORALLY OR IN WRITINGIMPLIED, AT COMMON LAW, BY ANY INDIVIDUAL, FIRM STATUTE OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES RELATING TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirementsPRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES OR SELLERS’ INTERESTS THEREIN, (ii) Xxxx XxxxxTHE ACCURACY, Xxxxx XxxxxxxxCOMPLETENESS OR MATERIALITY OF ANY RECORDS, Xxxxxx XxxxxxINFORMATION, Xxxxxx X. XxxxxxDATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or HERETOFORE OR HEREAFTER FURNISHED TO THE BUYER BY OR ON BEHALF OF THE SELLERS, AND (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided aboveTHE ENVIRONMENTAL CONDITION OF THE PROPERTIES. 5.9.2 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE SELLERS IN THIS AGREEMENT, no investigationTHE SELLERS EXPRESSLY DISCLAIM AND NEGATE, auditAND THE BUYER HEREBY WAIVES, inspectionAS TO PERSONAL PROPERTY, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representationsEQUIPMENT, warranties and covenantsINVENTORY, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to CrowMACHINERY AND FIXTURES CONSTITUTING A PART OF THE PROPERTIES (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (v) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (vi) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (vii) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF SUBSTANCES, WASTES OR MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF THE BUYER AND THE SELLERS THAT THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES IN WHICH THE SELLERS HAVE ANY INTEREST ARE BEING ACCEPTED BY THE BUYER, “AS IS, WHERE IS, WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR, AND THE BUYER REPRESENTS TO THE SELLERS THAT THE BUYER WILL MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES AND OTHER PROPERTIES AS THE BUYER DEEMS APPROPRIATE. 5.9.3 THE SELLERS AND THE BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION 5.9 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.

Limitations on Representations and Warranties. PATRIOT HEREBY “AS-IS” Transaction. THE BUYER ACKNOWLEDGES TO AND AGREES --------------------------------------------- WITH THE OWNER THAT THE BUYER IS PURCHASING THE MINORITY INTEREST “AS-IS, WHERE IS” AND ACKNOWLEDGES THAT“WITH ALL FAULTS” AS OF THE CLOSING DATE AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, AS TO THE CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER WARRANTY OF ANY KIND, NATURE, OR TYPE WHATSOEVER (WHETHER RELATED TO THE MINORITY INTEREST OR THE PROPERTY) FROM OR ON BEHALF OF THE OWNER OR ANY AFFILIATE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE OWNER IN SECTION 3 OF THIS AGREEMENT. THE BUYER FURTHER ACKNOWLEDGES AND AGREES THAT: (A) THE BUYER HAS BEEN DULY REPRESENTED BY COUNSEL IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT; AND (B) THE OWNER HAS MADE NO AGREEMENT WITH BUYER PERTAINING TO THE MINORITY INTEREST EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 3, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AMENDED OPERATING AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT BRANDYWINE OP HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3III, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW XXXXXXXX NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW XXXXXXXX HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEAGREEMENT, OR ANY PART THEREOFHEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOTBRANDYWINE OP, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT BRANDYWINE OP AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW XXXXXXXX MAKES NO REPRESENTATION REPRESENTATIONS OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article ARTICLE III and its ----------- various subparagraphs are intended for the benefit of Patriot Brandywine OP and may be waived in whole or in part, part by Patriot, but only by an instrument in writing signed by PatriotBrandywine OP. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified as provided in Section 11.12 ------------- SECTION 10.11 hereof, except to the extent that Crow Xxxxxxxx gives Patriot Brandywine OP written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot Brandywine OP otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot Brandywine OP nevertheless elects to close this transaction; provided, however that the foregoing exception shall not apply with respect to any leasing commission claimed under Section 5.4.2 of the Partnership Agreement. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot Brandywine OP shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot Brandywine OP receives written notice from Crow Xxxxxxxx satisfying the foregoing requirements, or (ii) Xxxx XxxxxXxxxxx X. Xxxxxxx, Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, or Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Propertyinaccuracy. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided abovesentence, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot Brandywine OP shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot Brandywine OP has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot Brandywine OP to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration Purchase Price to Xxxxxxxx. If any of Xxxxxxxx' representations and warranties made hereunder are found by Brandywine OP to be incorrect prior to Closing to the extent they affect the Property or its operation in any material respect, Brandywine OP shall inform Xxxxxxxx in writing and Brandywine OP's sole remedy, except as otherwise expressly provided herein in CLAUSE (a)(ii) of the first sentence of SECTION 9.3 hereof or the last sentence of SECTION 9.3 hereof, shall be termination of this Agreement on account thereof and refund of the Deposit. If Brandywine OP elects not to Crowso terminate this Agreement, any remedy of Brandywine OP for breach of such warranties and representations made prior to the Closing shall be deemed to be irrevocably waived. Notwithstanding anything to the contrary contained in this Article, if Xxxxxxxx breaches any representation or warranty made by Xxxxxxxx and if prior to Closing Brandywine OP notifies Xxxxxxxx that it elects to terminate this Agreement on account of such breach, Xxxxxxxx may by written notice to Brandywine OP given or before the Closing Date agree to cure the breach (which breach must be cured on or before the Closing Date), and Brandywine OP shall thereupon be obligated to close the transaction and accept such cure as Brandywine OP's sole remedy for such breach.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3, OR AS OTHERWISE --------- EXPRESSLY STATED HEREIN OR IN THE ASSIGNMENT OF GROUND LEASE, DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3, OR AS OTHERWISE --------- EXPRESSLY STATED HEREIN OR IN THE ASSIGNMENT OF HOTEL GROUND LEASE, THE ASSIGNMENT OF CONVENTION CENTER GROUND LEASE, THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE LEASEHOLD ESTATE, THE HOTEL REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- 5.15.1 EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH SPECIFIC REPRESENTATIONS AND WARRANTIES IN THIS ARTICLE 3AGREEMENT, THE SELLER’S CERTIFICATE DELIVERED PURSUANT TO SECTION 6.5 AND THE SELLER’S ASSIGNMENT, THE BUYER ACKNOWLEDGES THAT THE SELLER HAS NOT MADE, AND THE SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY EXPRESSLY WAIVES, ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, INCLUDING THOSE RELATING TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION, OR AS OTHERWISE EXPRESSLY STATED HEREIN THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES OR THE SELLER’S INTEREST THEREIN, (b) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY RECORDS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO THE BUYER BY OR ON BEHALF OF THE SELLER, AND (c) THE ENVIRONMENTAL OR OTHER CONDITION OF THE PROPERTIES. 5.15.2 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHSELLER’S CERTIFICATE DELIVERED PURSUANT TO SECTION 6.5 AND THE SELLER’S ASSIGNMENT, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS , THE SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY WAIVES, AS TO THE PHYSICAL NATURE OR CONDITION PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE PROPERTY PROPERTIES (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE CAPABILITIES THEREOFPURCHASE PRICE, (e) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (f) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND THAT PATRIOT(g) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF SUBSTANCES, WASTES OR MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF THE BUYER AND THE SELLER THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR THE SELLER’S CERTIFICATE DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY SECTION 6.5 AND THE SELLER’S ASSIGNMENT, THE PERSONAL PROPERTY "PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES IN WHICH THE SELLER HAS ANY INTEREST ARE BEING ACCEPTED BY THE BUYER, “AS IS," AS , WHERE IS, WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR, AND THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT BUYER REPRESENTS TO THE PURCHASE SELLER THAT THE BUYER WILL MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES AND SALE AGREEMENT MADE OTHER PROPERTIES AS OF _________THE BUYER DEEMS APPROPRIATE. 5.15.3 THE SELLER AND THE BUYER AGREE THAT, 1997 AND RELATES TO THE UNTRUTH EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION 5.15 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESORDER." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- 5.13.1 EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH SPECIFIC REPRESENTATIONS AND WARRANTIES OF SELLER IN THIS ARTICLE 3, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR AGREEMENT AND THE SPECIAL WARRANTY OF DEFENSIBLE TITLE IN THE DEED ASSIGNMENT AND THE DEED, BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY OTHER REPRESENTATION OR IN WARRANTY (EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE), AND BUYER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON AND EXPRESSLY WAIVES, ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHSUCH OTHER REPRESENTATION OR WARRANTY (EXPRESS, NEITHER CROW NOR ANY AGENTIMPLIED, ATTORNEYAT COMMON LAW, EMPLOYEE BY STATUTE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEOTHERWISE), OR ANY PART THEREOFSTATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER OR ANY OF ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EQUITY OWNERS, CONSULTANTS, REPRESENTATIVES OR ADVISORS (INCLUDING (ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY EMPLOYEE, AGENT, OFFICER, DIRECTOR, MEMBER, MANAGER, EQUITY OWNER, CONSULTANT, REPRESENTATIVE OR ADVISOR OF SELLER OR ANY OF THEIR AFFILIATES). 5.13.2 FURTHER, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER IN THIS AGREEMENT AND THE SPECIAL WARRANTY OF DEFENSIBLE TITLE IN THE ASSIGNMENT AND THE DEED, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY (EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE) REPRESENTATIONS AS TO (A) TITLE OF THE PHYSICAL PROPERTIES, (B) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES, (C) THE CONTENTS, CHARACTER, NATURE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY RECORDS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO BUYER BY OR ON BEHALF OF SELLER, INCLUDING (I) ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (II) ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, AND (III) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EQUITY OWNERS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO (D) THE ENVIRONMENTAL OR OTHER CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOFPROPERTIES, AND THAT PATRIOT(E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES. 5.13.3 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER IN THIS AGREEMENT AND THE SPECIAL WARRANTY OF DEFENSIBLE TITLE IN THE ASSIGNMENT AND THE DEED, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY 5.13.4 SELLER AND BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN EXECUTINGTHIS SECTION 5.13 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY LAW, DELIVERING AND/RULE OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY ORDER. 5.13.5 NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, NEITHER THE SELLER NOR ITS OFFICERS, DIRECTORS OR DELIVERED PURSUANT THERETO EMPLOYEES SHALL HAVE ANY LIABILITY FOR ANY BREACH OF OR INACCURACY IN ANY DOCUMENTS EXECUTED REPRESENTATION OR WARRANTY MADE BY SELLER IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES ARTICLE 3 TO TAKE THE REAL PROPERTY AND EXTENT THAT BUYER HAD KNOWLEDGE AT OR BEFORE THE PERSONAL PROPERTY "AS IS," AS DATE HEREOF OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT FACTS AS SET FORTH HEREIN, CROW MAKES NO A RESULT OF WHICH SUCH REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN WARRANTY WAS BREACHED OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESINACCURATE." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH SPECIFIC REPRESENTATIONS AND WARRANTIES OF THE SELLER IN THIS ARTICLE 3AGREEMENT (AS BROUGHT DOWN BY SELLER’S CERTIFICATE DELIVERED AT CLOSING), THE ASSIGNMENTS OR OTHER TRANSACTION DOCUMENTS (IF ANY) THAT CONTAIN REPRESENTATIONS AND WARRANTIES, THE BUYER ACKNOWLEDGES THAT THE SELLER HAS NOT MADE, AND THE SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE IN ANY WAY RELATED TO THIS AGREEMENT, THE TRANSACTION DOCUMENTS, OR AS OTHERWISE EXPRESSLY STATED HEREIN THE TRANSACTIONS CONTEMPLATED HEREBY OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHTHEREBY, NEITHER CROW NOR ANY AGENTINCLUDING RELATING TO (a) PRODUCTION RATES, ATTORNEYRECOMPLETION OPPORTUNITIES, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEDECLINE RATES, GAS BALANCING INFORMATION, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES OR THE SELLER’S INTEREST THEREIN, (b) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY PART THEREOFRECORDS, INCLUDING INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO THE BUYER BY OR ON BEHALF OF THE SELLER, AND (c) THE ENVIRONMENTAL OR OTHER CONDITION OF THE PROPERTIES. 5.9.1 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE SELLER IN THIS AGREEMENT (AS BROUGHT DOWN BY SELLER’S CERTIFICATE DELIVERED AT CLOSING), THE ASSIGNMENTS OR OTHER TRANSACTION DOCUMENTS (IF ANY) THAT CONTAIN REPRESENTATIONS AND WARRANTIES, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS , THE SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY WAIVES, AS TO THE PHYSICAL NATURE OR CONDITION PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE PROPERTY PROPERTIES (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE CAPABILITIES THEREOFPURCHASE PRICE, (e) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (f) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (g) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF SUBSTANCES, WASTES OR MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF THE BUYER AND THE SELLER THAT PATRIOTTHE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES IN EXECUTINGWHICH THE SELLER HAS ANY INTEREST ARE BEING ACCEPTED BY THE BUYER, DELIVERING “AS IS, WHERE IS, WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. 5.9.2 THE SELLER AND THE BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION 5.9.3ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. 5.9.3 THE BUYER ACKNOWLEDGES THAT THE PROPERTIES HAVE BEEN USED FOR EXPLORATION, DEVELOPMENT, AND PRODUCTION OF OIL AND GAS AND THAT EQUIPMENT AND SITES INCLUDED IN THE PROPERTIES MAY CONTAIN ASBESTOS, NATURALLY OCCURRING RADIOACTIVE MATERIAL (“NORM”) OR OTHER HAZARDOUS SUBSTANCES. NORM MAY AFFIX OR ATTACH ITSELF TO THE INSIDE OF XXXXX, MATERIALS, AND EQUIPMENT AS SCALE, OR IN OTHER FORMS. THE XXXXX, MATERIALS, AND EQUIPMENT LOCATED ON THE PROPERTIES OR INCLUDED IN THE PROPERTIES MAY CONTAIN NORM AND OTHER WASTES OR HAZARDOUS SUBSTANCES. NORM CONTAINING MATERIAL AND/OR PERFORMING OTHER WASTES OR HAZARDOUS SUBSTANCES MAY HAVE COME IN CONTACT WITH VARIOUS ENVIRONMENTAL MEDIA, INCLUDING AIR, WATER, SOILS OR SEDIMENT. SPECIAL PROCEDURES MAY BE REQUIRED FOR THE ASSESSMENT, REMEDIATION, REMOVAL, TRANSPORTATION, OR DISPOSAL OF ENVIRONMENTAL MEDIA, WASTES, ASBESTOS, NORM AND OTHER HAZARDOUS SUBSTANCES FROM THE PROPERTIES. NOTHING CONTAINED IN THIS SECTION 5.9.3 WILL LIMIT, RESTRICT OR OTHERWISE AFFECT THE BUYER’S RIGHTS TO RAISE ENVIRONMENTAL DEFECTS UNDER SECTION 2.1 OF THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT (AND ACKNOWLEDGES THATSPECIFICALLY EXCLUDING THE EXCLUDED LIABILITIES), THE PURCHASED ENTITIES (INCLUDING THE UNDERLYING PROPERTIES), THE PURCHASED INTERESTS, THE PROPERTIES AND THE PURCHASED COMMERCIAL LOANS ARE BEING SOLD ON AN "AS IS", "WHERE IS" BASIS AS OF THE APPLICABLE CLOSING AND IN THE CONDITION AS OF SUCH CLOSING WITH "ALL FAULTS" AND, EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 3AGREEMENT AND AGREEMENTS EXECUTED BY THE SELLER PARTIES, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NO SELLER PARTY NOR ANY AGENTOTHER PERSON -- \\DC - 088650/000238 - 6521921 v16 MAKES, ATTORNEY, EMPLOYEE IS DEEMED TO HAVE MADE OR REPRESENTATIVE OF CROW HAS MADE BEEN AUTHORIZED BY ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, SELLER PARTY OR ANY PART THEREOFAFFILIATES THEREOF TO MAKE, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE PHYSICAL NATURE OR CONDITION SELLER PARTIES, ANY AFFILIATE OF A SELLER PARTY, THE PROPERTY PURCHASED ENTITIES, THE PURCHASED INTERESTS, THE PROPERTIES, THE PURCHASED COMMERCIAL LOANS, THE COMMERCIAL LOAN PROPERTIES, THE COMMERCIAL LOAN BACKLOG OR THE CAPABILITIES THEREOFTRANSACTIONS, AND THAT PATRIOTTHE SELLER PARTIES HEREBY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY A SELLER PARTY, ANY AFFILIATE OF A SELLER PARTY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ADVISORS, REPRESENTATIVES OR ANY OTHER PERSON AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY THE PURCHASER PARTIES OR ANY OF THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ADVISORS OR REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY THE SELLER PARTIES OR THEIR AFFILIATES OR SUCCESSORS OR ASSIGNS. EXCEPT FOR THE EXCLUDED LIABILITIES AND THE REPRESENTATIONS AND WARRANTIES SET FORTH IN EXECUTINGTHIS AGREEMENT AND AGREEMENTS EXECUTED BY THE SELLER PARTIES, DELIVERING AND/THE SELLER PARTIES HEREBY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, REPORT, DATA, PROJECTION, FORECAST, ESTIMATE, VALUATION, APPRAISAL, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE, SUMMARY OR PERFORMING THIS AGREEMENTOTHER INFORMATION MADE, DOES NOT RELY UPON ANY STATEMENT AND/COMMUNICATED OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, FURNISHED (ORALLY OR IN WRITING) TO THE PURCHASER PARTIES OR THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ADVISORS OR REPRESENTATIVES (INCLUDING ANY OPINION, REPORT, DATA, PROJECTION, FORECAST, ESTIMATE, VALUATION, APPRAISAL, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE, SUMMARY OR OTHER INFORMATION THAT HAS BEEN OR IS PROVIDED TO THE PURCHASER PARTIES BY ANY INDIVIDUALOFFICER, FIRM DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, ADVISOR OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN REPRESENTATIVE OF ANY SELLER PARTY OR DELIVERED PURSUANT THERETO OR ANY AFFILIATE OF A SELLER PARTY, INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY DOCUMENTS EXECUTED ELECTRONIC OR PHYSICAL DATA ROOMS IN CONNECTION HEREWITHWITH THE TRANSACTION). EXCEPT AS OTHERWISE PROVIDED HEREINFOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND AGREEMENTS EXECUTED BY THE SELLER PARTIES, PATRIOT AGREES NO SELLER PARTY NOR ANY AFFILIATE THEREOF MAKES ANY REPRESENTATIONS OR WARRANTIES TO TAKE THE REAL PROPERTY AND PURCHASER PARTIES REGARDING THE PERSONAL PROPERTY "AS IS," AS PROBABLE SUCCESS OR PROFITABILITY OF ANY OF THE DATE HEREOFPURCHASED ENTITIES, REASONABLE WEAR THE PURCHASED INTERESTS, THE PURCHASED COMMERCIAL LOANS, THE UNDERLYING PROPERTIES, THE PROPERTIES OR THE COMMERCIAL LOAN BACKLOG OR THE VALUATION OF ANY OF THE FOREGOING OR THE CREDITWORTHINESS OF ANY OBLIGOR THERETO, AND TEAR EXCEPTED. EXCEPT FOR THE EXCLUDED LIABILITIES, THE PURCHASER PARTIES SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL SOLELY RELY ON, THEIR OWN OPINIONS, REPORTS, DATA, PROJECTIONS, FORECASTS, ESTIMATES, VALUATIONS, APPRAISALS, STATEMENTS, MEMORANDA, PRESENTATIONS, ADVICE, SUMMARIES AND OTHER INFORMATION IN ADDITIONREGARDS TO SUCH SUCCESS, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION PROFITABILITY OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALSVALUATION. THE PROVISIONS DISCLOSURE OF THIS PARAGRAPH ANY MATTER OR ITEM IN ANY SECTION OF THE DISCLOSURE SCHEDULES SHALL SURVIVE THE CLOSING OR NOT BE DEEMED TO CONSTITUTE AN ACKNOWLEDGMENT THAT ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE SUCH MATTER IS GIVEN PURSUANT REQUIRED TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESBE DISCLOSED." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT (AND ACKNOWLEDGES THATSPECIFICALLY EXCLUDING THE EXCLUDED LIABILITIES), THE PURCHASED ENTITIES (INCLUDING THE UNDERLYING PROPERTIES), THE PURCHASED INTERESTS, THE PROPERTIES AND THE PURCHASED COMMERCIAL LOANS ARE BEING SOLD ON AN “AS IS”, “WHERE IS” BASIS AS OF THE APPLICABLE CLOSING AND IN THE CONDITION AS OF SUCH CLOSING WITH “ALL FAULTS” AND, EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 3AGREEMENT AND AGREEMENTS EXECUTED BY THE SELLER PARTIES, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NO SELLER PARTY NOR ANY AGENTOTHER PERSON MAKES, ATTORNEY, EMPLOYEE IS DEEMED TO HAVE MADE OR REPRESENTATIVE OF CROW HAS MADE BEEN AUTHORIZED BY ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, SELLER PARTY OR ANY PART THEREOFAFFILIATES THEREOF TO MAKE, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE PHYSICAL NATURE OR CONDITION SELLER PARTIES, ANY AFFILIATE OF A SELLER PARTY, THE PROPERTY PURCHASED ENTITIES, THE PURCHASED INTERESTS, THE PROPERTIES, THE PURCHASED COMMERCIAL LOANS, THE COMMERCIAL LOAN PROPERTIES, THE COMMERCIAL LOAN BACKLOG OR THE CAPABILITIES THEREOFTRANSACTIONS, AND THAT PATRIOTTHE SELLER PARTIES HEREBY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY A SELLER PARTY, ANY AFFILIATE OF A SELLER PARTY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ADVISORS, REPRESENTATIVES OR ANY OTHER PERSON AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY THE PURCHASER PARTIES OR ANY OF THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ADVISORS OR REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY THE SELLER PARTIES OR THEIR AFFILIATES OR SUCCESSORS OR ASSIGNS. EXCEPT FOR THE EXCLUDED LIABILITIES AND THE REPRESENTATIONS AND WARRANTIES SET FORTH IN EXECUTINGTHIS AGREEMENT AND AGREEMENTS EXECUTED BY THE SELLER PARTIES, DELIVERING AND/THE SELLER PARTIES HEREBY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, REPORT, DATA, PROJECTION, FORECAST, ESTIMATE, VALUATION, APPRAISAL, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE, SUMMARY OR PERFORMING THIS AGREEMENTOTHER INFORMATION MADE, DOES NOT RELY UPON ANY STATEMENT AND/COMMUNICATED OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, FURNISHED (ORALLY OR IN WRITING) TO THE PURCHASER PARTIES OR THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ADVISORS OR REPRESENTATIVES (INCLUDING ANY OPINION, REPORT, DATA, PROJECTION, FORECAST, ESTIMATE, VALUATION, APPRAISAL, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE, SUMMARY OR OTHER INFORMATION THAT HAS BEEN OR IS PROVIDED TO THE PURCHASER PARTIES BY ANY INDIVIDUALOFFICER, FIRM DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, ADVISOR OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN REPRESENTATIVE OF ANY SELLER PARTY OR DELIVERED PURSUANT THERETO OR ANY AFFILIATE OF A SELLER PARTY, INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY DOCUMENTS EXECUTED ELECTRONIC OR PHYSICAL DATA ROOMS IN CONNECTION HEREWITHWITH THE TRANSACTION). EXCEPT AS OTHERWISE PROVIDED HEREINFOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND AGREEMENTS EXECUTED BY THE SELLER PARTIES, PATRIOT AGREES NO SELLER PARTY NOR ANY AFFILIATE THEREOF MAKES ANY REPRESENTATIONS OR WARRANTIES TO TAKE THE REAL PROPERTY AND PURCHASER PARTIES REGARDING THE PERSONAL PROPERTY "AS IS," AS PROBABLE SUCCESS OR PROFITABILITY OF ANY OF THE DATE HEREOFPURCHASED ENTITIES, REASONABLE WEAR THE PURCHASED INTERESTS, THE PURCHASED COMMERCIAL LOANS, THE UNDERLYING PROPERTIES, THE PROPERTIES OR THE COMMERCIAL LOAN BACKLOG OR THE VALUATION OF ANY OF THE FOREGOING OR THE CREDITWORTHINESS OF ANY OBLIGOR THERETO, AND TEAR EXCEPTED. EXCEPT FOR THE EXCLUDED LIABILITIES, THE PURCHASER PARTIES SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL SOLELY RELY ON, THEIR OWN OPINIONS, REPORTS, DATA, PROJECTIONS, FORECASTS, ESTIMATES, VALUATIONS, APPRAISALS, STATEMENTS, MEMORANDA, PRESENTATIONS, ADVICE, SUMMARIES AND OTHER INFORMATION IN ADDITIONREGARDS TO SUCH SUCCESS, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION PROFITABILITY OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALSVALUATION. THE PROVISIONS DISCLOSURE OF THIS PARAGRAPH ANY MATTER OR ITEM IN ANY SECTION OF THE DISCLOSURE SCHEDULES SHALL SURVIVE THE CLOSING OR NOT BE DEEMED TO CONSTITUTE AN ACKNOWLEDGMENT THAT ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE SUCH MATTER IS GIVEN PURSUANT REQUIRED TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESBE DISCLOSED." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT FOR THE REPRESENTATIONS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH WARRANTIES CONTAINED IN THIS ARTICLE 3III AND ARTICLE IV (EACH AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND IN EACH OTHER TRANSACTION AGREEMENT TO WHICH SELLER OR THE COMPANY IS A PARTY, NEITHER SELLER NOR THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER, THE COMPANY AND ITS SUBSIDIARIES OR THE TRANSACTION, AND THE COMPANY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER, ANY AFFILIATE OF SELLER, ANY AFFILIATE OF THE COMPANY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY PURCHASER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES AS OTHERWISE EXPRESSLY STATED HEREIN HAVING BEEN AUTHORIZED BY SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS MODIFIED BY THE DEED COMPANY DISCLOSURE SCHEDULE) AND IN EACH OTHER TRANSACTION AGREEMENT TO WHICH THE COMPANY IS A PARTY, THE COMPANY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHINFORMATION MADE, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALECOMMUNICATED, OR ANY PART THEREOF, INCLUDING FURNISHED (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY INDIVIDUALDIRECTOR, FIRM OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN REPRESENTATIVE OF THE COMPANY OR DELIVERED PURSUANT THERETO OR ANY OF ITS AFFILIATES, INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY DOCUMENTS EXECUTED ELECTRONIC DATA ROOM HOSTED BY SELLER OR THE COMPANY IN CONNECTION HEREWITHWITH THE TRANSACTION). EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES NEITHER THE COMPANY NOR SELLER MAKES ANY REPRESENTATIONS OR WARRANTIES TO TAKE PURCHASER REGARDING THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS PROBABLE SUCCESS OR PROFITABILITY OF THE DATE HEREOF, REASONABLE WEAR BUSINESS CONDUCTED BY THE COMPANY AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALSITS SUBSIDIARIES. THE PROVISIONS DISCLOSURE OF ANY MATTER OR ITEM IN ANY SCHEDULE SHALL NOT BE DEEMED TO CONSTITUTE AN ACKNOWLEDGMENT THAT ANY SUCH MATTER IS REQUIRED TO BE DISCLOSED. NOTHING IN THIS PARAGRAPH SECTION 3.24 SHALL SURVIVE LIMIT THE CLOSING OR LIABILITY OF ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESPARTY FOR INTENTIONAL FRAUD." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT FOR THE REPRESENTATIONS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH WARRANTIES CONTAINED IN THIS ARTICLE 3IV AND THE CERTIFICATE TO BE DELIVERED ON BEHALF OF THE COMPANY PURSUANT TO SECTION 8.2(a) (EACH AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE TO THE EXTENT PROVIDED HEREIN), NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY AND ITS SUBSIDIARIES OR THE TRANSACTION, AND THE COMPANY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ANY AFFILIATE OF THE COMPANY OR ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY PURCHASER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES AS OTHERWISE EXPRESSLY STATED HEREIN HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF ITS AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV AND THE DEED CERTIFICATE TO BE DELIVERED ON BEHALF OF THE COMPANY PURSUANT TO SECTION 8.2(a) (EACH AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE TO THE EXTENT PROVIDED HEREIN), THE COMPANY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHINFORMATION MADE, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALECOMMUNICATED, OR ANY PART THEREOF, INCLUDING FURNISHED (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY INDIVIDUALDIRECTOR, FIRM OFFICER, EMPLOYEE, AGENT, CONSULTANT OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS REPRESENTATIVE OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING COMPANY OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESITS AFFILIATES)." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT BRANDYWINE OP HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3III, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW XXXXXXXX, PPL NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW XXXXXXXX OR PPL HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEAGREEMENT, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOTBRANDYWINE OP, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT BRANDYWINE OP AGREES TO TAKE THE REAL PROPERTY ASSIGNED PARTNERSHIP INTERESTS AND THE PERSONAL PROPERTY PURCHASED STOCK "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR HEREOF AND TEAR EXCEPTEDINDIRECT INTERESTS IN THE PROPERTY. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW XXXXXXXX MAKES NO REPRESENTATION REPRESENTATIONS OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot Brandywine OP and may be waived in whole or in part, part by Patriot, but only by an instrument in writing signed by PatriotBrandywine OP. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified as provided in Section 11.12 ------------- 10.11 hereof, except to the extent that Crow Xxxxxxxx gives Patriot Brandywine OP written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot Brandywine OP otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot Brandywine OP nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot Brandywine OP shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot Brandywine OP receives written notice from Crow Xxxxxxxx satisfying the foregoing requirements, or (ii) Xxxx XxxxxXxxxxx X. Xxxxxxx, Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, or Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Propertyinaccuracy. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided abovesentence, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot Brandywine OP shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot Brandywine OP has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot Brandywine OP to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration Purchase Price to Xxxxxxxx. If any of Xxxxxxxx' or PPL's representations and warranties made hereunder are found by Brandywine OP to be incorrect prior to Closing to the extent they affect the Property or its operation in any material respect or any of the subject matter thereof, or the ownership of the Assigned Partnership Interests or the Purchased Stock, Brandywine OP shall inform Xxxxxxxx in writing and Brandywine OP's sole remedy, except as otherwise expressly provided herein in clause (a)(ii) of the first sentence of Section 9.3 hereof or the last sentence of Section 9.3 hereof, shall be termination of this Agreement on account thereof and refund of the Deposit. If Brandywine OP elects not to Crowso terminate this Agreement, any remedy of Brandywine OP for breach of such warranties and representations made prior to the Closing shall be deemed to be irrevocably waived. Notwithstanding anything to the contrary contained in this Article, if Xxxxxxxx or PPL breaches any representation or warranty made by Xxxxxxxx or PPL and if prior to Closing Brandywine OP notifies Xxxxxxxx or PPL that it elects to terminate this Agreement on account of such breach, Xxxxxxxx may by written notice to Brandywine OP given or before the Closing Date agree to cure the breach (which breach must be cured on or before the Closing Date), and Brandywine OP shall thereupon be obligated to close the transaction and accept such cure as Brandywine OP's sole remedy for such breach.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH OTHERWISE SPECIFICALLY PROVIDED IN THIS ARTICLE 3, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES THE PROPERTIES ARE BEING SOLD ON AN “AS IS”, “WHERE IS” BASIS AS OF THE CLOSING AND IN THE CONDITION AS OF SUCH CLOSING WITH “ALL FAULTS” AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND DOCUMENTS DELIVERED TO PURCHASER OR ITS REPRESENTATIVES PURSUANT HERETO (AS MODIFIED BY THE DISCLOSURE SCHEDULES), NO SELLER PARTY NOR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY ANY SELLER PARTY OR ANY AFFILIATES THEREOF TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLER PARTIES, ANY AFFILIATE OF A SELLER PARTY, THE PROPERTIES OR THE TRANSACTIONS, AND THE SELLER PARTIES HEREBY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY A SELLER PARTY, ANY AFFILIATE OF A SELLER PARTY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ADVISORS, REPRESENTATIVES OR ANY OTHER PERSON AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT RELY BE RELIED UPON BY PURCHASER OR ANY STATEMENT AND/OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ADVISORS OR REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY THE SELLER PARTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND DOCUMENTS DELIVERED TO PURCHASER OR ITS REPRESENTATIVES PURSUANT HERETO (AS MODIFIED BY THE DISCLOSURE SCHEDULES), THE SELLER PARTIES HEREBY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, DATA, PROJECTION, FORECAST, ESTIMATE, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR OTHER INFORMATION TO WHOMEVER MADE MADE, COMMUNICATED OR GIVEN, DIRECTLY OR INDIRECTLY, FURNISHED (ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, ADVISORS OR REPRESENTATIVES (INCLUDING ANY OPINION, DATA, PROJECTION, FORECAST, ESTIMATE, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR OTHER INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY INDIVIDUALOFFICER, FIRM DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, ADVISOR OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN REPRESENTATIVE OF ANY SELLER PARTY OR DELIVERED PURSUANT THERETO OR ANY AFFILIATE OF A SELLER PARTY, INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY DOCUMENTS EXECUTED ELECTRONIC OR PHYSICAL DATA ROOMS IN CONNECTION HEREWITHWITH THE TRANSACTIONS). EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES NO SELLER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO TAKE PURCHASER REGARDING THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS PROBABLE SUCCESS OR PROFITABILITY OF ANY OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALSPROPERTIES. THE PROVISIONS DISCLOSURE OF THIS PARAGRAPH ANY MATTER OR ITEM IN ANY SECTION OF THE DISCLOSURE SCHEDULES SHALL SURVIVE THE CLOSING OR NOT BE DEEMED TO CONSTITUTE AN ACKNOWLEDGEMENT THAT ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE SUCH MATTER IS GIVEN PURSUANT REQUIRED TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESBE DISCLOSED." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT BRANDYWINE OP HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3III, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW XXXXXXXX NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW XXXXXXXX HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEAGREEMENT, OR ANY PART THEREOFHEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOTBRANDYWINE OP, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT BRANDYWINE OP AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW XXXXXXXX MAKES NO REPRESENTATION REPRESENTATIONS OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article ARTICLE III and its ----------- various subparagraphs are intended for the benefit of Patriot Brandywine OP and may be waived in whole or in part, part by Patriot, but only by an instrument in writing signed by PatriotBrandywine OP. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified as provided in Section 11.12 ------------- SECTION 10.11 hereof, except to the extent that Crow Xxxxxxxx gives Patriot Brandywine OP written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot Brandywine OP otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot Brandywine OP nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot Brandywine OP shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot Brandywine OP receives written notice from Crow Xxxxxxxx satisfying the foregoing requirements, or (ii) Xxxx XxxxxXxxxxx X. Xxxxxxx, Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, or Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Propertyinaccuracy. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided abovesentence, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot Brandywine OP shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot Brandywine OP has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot Brandywine OP to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration Purchase Price to Xxxxxxxx. If any of Xxxxxxxx' representations and warranties made hereunder are found by Brandywine OP to be incorrect prior to Closing to the extent they affect the Property or its operation in any material respect, Brandywine OP shall inform Xxxxxxxx in writing and Brandywine OP's sole remedy, except as otherwise expressly provided herein in CLAUSE (a)(ii) of the first sentence of SECTION 9.3 hereof or the last sentence of SECTION 9.3 hereof, shall be termination of this Agreement on account thereof and refund of the Deposit. If Brandywine OP elects not to Crowso terminate this Agreement, any remedy of Brandywine OP for breach of such warranties and representations made prior to the Closing shall be deemed to be irrevocably waived. Notwithstanding anything to the contrary contained in this Article, if Xxxxxxxx breaches any representation or warranty made by Xxxxxxxx and if prior to Closing Brandywine OP notifies Xxxxxxxx that it elects to terminate this Agreement on account of such breach, Xxxxxxxx may by written notice to Brandywine OP given or before the Closing Date agree to cure the breach (which breach must be cured on or before the Closing Date), and Brandywine OP shall thereupon be obligated to close the transaction and accept such cure as Brandywine OP's sole remedy for such breach.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- (a) EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH SPECIFIC REPRESENTATIONS AND WARRANTIES OF SELLER IN THIS ARTICLE 3, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR AGREEMENT AND IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHCLOSING DOCUMENT DELIVERED PURSUANT HERETO, NEITHER CROW NOR ANY AGENTBUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, ATTORNEYAND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE AND BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION WHATSOEVER REGARDING OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO THE SUBJECT MATTER ACCURACY, COMPLETENESS OR MATERIALITY OF ANY RECORDS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO BUYER BY OR ON BEHALF OF SELLER. (b) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER IN THIS SALEAGREEMENT AND IN ANY CLOSING DOCUMENT DELIVERED PURSUANT HERETO, OR ANY SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, AS TO PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if PURCHASED ASSETS (i) Patriot receives written notice from Crow satisfying the foregoing requirementsANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) Xxxx XxxxxANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided aboveANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, no investigation(iv) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, auditWHETHER KNOWN OR UNKNOWN, inspectionAND (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE REQUIREMENTS OF LAW, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representationsIT BEING THE EXPRESS INTENTION OF BUYER AND SELLER THAT, warranties and covenantsEXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN OR IN ANY CLOSING DOCUMENT DELIVERED PURSUANT HERETO, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to CrowTHE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES IN WHICH SUCH SELLER HAS ANY INTEREST ARE BEING ACCEPTED BY BUYER, “AS IS, WHERE IS, WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. (c) SELLER AND BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE REQUIREMENTS OF LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION 7.23 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE REQUIREMENTS OF LAW.

Limitations on Representations and Warranties. PATRIOT BRANDYWINE OP HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3III, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW XXXXXXXX NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW XXXXXXXX HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEAGREEMENT, OR ANY PART THEREOFHEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOTBRANDYWINE OP, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT BRANDYWINE OP AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW XXXXXXXX MAKES NO REPRESENTATION REPRESENTATIONS OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot Brandywine OP and may be waived in whole or in part, part by Patriot, but only by an instrument in writing signed by PatriotBrandywine OP. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified as provided in Section 11.12 ------------- 10.11 hereof, except to the extent that Crow Xxxxxxxx gives Patriot Brandywine OP written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot Brandywine OP otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot Brandywine OP nevertheless elects to close this transaction; provided, however that the foregoing exception shall not apply with respect to any leasing commission claimed under Section 5.4.2 of the Partnership Agreement. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot Brandywine OP shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot Brandywine OP receives written notice from Crow Xxxxxxxx satisfying the foregoing requirements, or (ii) Xxxx XxxxxXxxxxx X. Xxxxxxx, Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, or Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Propertyinaccuracy. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided abovesentence, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot Brandywine OP shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot Brandywine OP has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot Brandywine OP to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration Purchase Price to Xxxxxxxx. If any of Xxxxxxxx' representations and warranties made hereunder are found by Brandywine OP to be incorrect prior to Closing to the extent they affect the Property or its operation in any material respect, Brandywine OP shall inform Xxxxxxxx in writing and Brandywine OP's sole remedy, except as otherwise expressly provided herein in clause (a)(ii) of the first sentence of Section 9.3 hereof or the last sentence of Section 9.3 hereof, shall be termination of this Agreement on account thereof and refund of the Deposit. If Brandywine OP elects not to Crowso terminate this Agreement, any remedy of Brandywine OP for breach of such warranties and representations made prior to the Closing shall be deemed to be irrevocably waived. Notwithstanding anything to the contrary contained in this Article, if Xxxxxxxx breaches any representation or warranty made by Xxxxxxxx and if prior to Closing Brandywine OP notifies Xxxxxxxx that it elects to terminate this Agreement on account of such breach, Xxxxxxxx may by written notice to Brandywine OP given or before the Closing Date agree to cure the breach (which breach must be cured on or before the Closing Date), and Brandywine OP shall thereupon be obligated to close the transaction and accept such cure as Brandywine OP's sole remedy for such breach.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- 5.11.1 EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH SPECIFIC REPRESENTATIONS AND WARRANTIES IN THIS ARTICLE 3AGREEMENT, SUCH SELLER’S CERTIFICATE DELIVERED PURSUANT TO SECTION 6.5 AND SUCH SELLER’S ASSIGNMENT, THE BUYER ACKNOWLEDGES THAT NO SELLER HAS MADE, AND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY EXPRESSLY WAIVES, ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, INCLUDING THOSE RELATING TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION, OR AS OTHERWISE EXPRESSLY STATED HEREIN THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES OR SUCH SELLER’S INTEREST THEREIN, (b) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY RECORDS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO THE BUYER BY OR ON BEHALF OF SUCH SELLER, AND (c) THE ENVIRONMENTAL OR OTHER CONDITION OF THE PROPERTIES. 5.11.2 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHTHIS AGREEMENT, NEITHER CROW NOR ANY AGENTSUCH SELLER’S CERTIFICATE DELIVERED PURSUANT TO SECTION 6.5 AND SUCH SELLER’S ASSIGNMENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS , SUCH SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY WAIVES, AS TO THE PHYSICAL NATURE OR CONDITION PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE PROPERTY PROPERTIES (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE CAPABILITIES THEREOFPURCHASE PRICE, (e) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (f) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND THAT PATRIOT(g) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF SUBSTANCES, WASTES OR MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF THE BUYER AND EACH SELLER THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR SUCH SELLER’S CERTIFICATE DELIVERED PURSUANT THERETO OR TO SECTION 6.5 AND SUCH SELLER’S ASSIGNMENT, THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES IN WHICH SUCH SELLER HAS ANY DOCUMENTS EXECUTED INTEREST ARE BEING ACCEPTED BY THE BUYER, “AS IS, WHERE IS, WITH ALL FAULTS” AND IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREINTHEIR PRESENT CONDITION AND STATE OF REPAIR, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE BUYER REPRESENTS TO EACH SELLER THAT THE BUYER WILL MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY "PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES AND OTHER PROPERTIES AS IS," AS OF THE DATE HEREOFBUYER DEEMS APPROPRIATE. 5.11.3 EACH SELLER AND THE BUYER AGREE THAT, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF _________CERTAIN WARRANTIES CONTAINED IN THIS SECTION 5.11 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, 1997 AND RELATES TO THE UNTRUTH RULE OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESORDER." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS ARTICLE 3EXPRESSLY PROVIDED HEREIN, (a) NO PARTY HERETO NOR THE PARTNERSHIP OR AS OTHERWISE EXPRESSLY STATED ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN (INCLUDING ANY CONSENTS OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED APPROVALS REQUIRED IN CONNECTION HEREWITHHEREWITH OR THEREWITH) OR THE BUSINESS, NEITHER CROW NOR ANY AGENTASSETS, ATTORNEY, EMPLOYEE CONDITION OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALEPROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY PART THEREOFOTHER MATTER INVOLVING, INCLUDING THE ASSETS, BUSINESSES OR LIABILITIES OF ANY SYSTEMS GROUP, THE PARTNERSHIP OR ANY PARTNER; (WITHOUT LIMITING THE GENERALITY b) ALL OF THE FOREGOINGASSETS AND LIABILITIES TO BE ALLOCATED OR ASSUMED IN CONNECTION WITH THIS AMENDMENT SHALL BE ALLOCATED OR ASSUMED ON AN “AS IS, WHERE IS” BASIS, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED; AND (c) REPRESENTATIONS AS NO PARTY HERETO NOR THE PARTNERSHIP MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL NATURE ANY INFORMATION, DOCUMENTS OR CONDITION OF THE PROPERTY MATERIAL MADE AVAILABLE IN CONNECTION WITH THIS AMENDMENT OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESTRANSACTIONS CONTEMPLATED HEREBY." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES --------------------------------------------- AND ACKNOWLEDGES THAT, THAT (a) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 3, OR AS OTHERWISE EXPRESSLY STATED HEREIN OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE III OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND COMPANY IS TRANSFERRING THE PERSONAL PROPERTY "PURCHASED ASSETS “AS IS," AS , WHERE IS AND WITH ALL FAULTS” AND (b) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS COMPANY EXPRESSLY SET FORTH HEREININ ARTICLE III OF THIS AGREEMENT, CROW MAKES NO REPRESENTATION NEITHER THE COMPANY NOR ANY OTHER PERSON IS MAKING, AND BUYER IS NOT RELYING ON, ANY REPRESENTATIONS OR WARRANTIES REGARDING OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING ANY OF THE COMPLIANCE WITH PURCHASED ASSETS OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING INFORMATION PROVIDED TO BUYER BY THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING COMPANY OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in partOTHER PERSON OR OTHERWISE OBTAINED BY BUYER CONCERNING ANY OF THE PURCHASED ASSETS OR THE TRANSACTIONS CONTEMPLATED HEREBY, by PatriotINCLUDING, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIES." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if BUT NOT LIMITED TO: (i) Patriot receives written notice from Crow satisfying the foregoing requirementsquality, nature, merchantability, use, operation, value, marketability, adequacy or physical condition of any of the Purchased Assets or any aspect or portion thereof; (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx the magnitude or Xxxxxx Xx has actual knowledge dimensions of any such untruth or inaccuracy or of the Purchased Assets; (iii) the development or income potential of, or rights of or relating to the development or income potential of, any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except Purchased Assets, or the fitness, suitability, value or adequacy of any of the Purchased Assets for any particular purpose; (iv) the compliance of any of the Purchased Assets or their operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any authority or of any other Person; (v) the ability of Buyer to obtain any necessary governmental approvals, licenses or permits for the use or development of any of the Purchased Assets; or (vi) the likelihood that customers and suppliers of the Juice Division business will after Closing continue their relationship with the Juice Division Brands, maintain such relationship with the Juice Division at substantially the same level, or continue to purchase inventory of products relating to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to CrowJuice Division Brands.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- 5.7.1 EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH SPECIFIC REPRESENTATIONS AND WARRANTIES OF A SELLER IN THIS ARTICLE 3AGREEMENT, THE BUYER ACKNOWLEDGES THAT NO SELLER HAS MADE, AND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY EXPRESSLY WAIVES, ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, INCLUDING THOSE RELATING TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION, OR AS OTHERWISE EXPRESSLY STATED HEREIN THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES OR SUCH SELLER’S INTEREST THEREIN, (b) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY RECORDS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO THE BUYER BY OR ON BEHALF OF SUCH SELLER, AND (c) THE ENVIRONMENTAL OR OTHER CONDITION OF THE PROPERTIES. 5.7.2 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF A SELLER IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHTHIS AGREEMENT, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS , EACH SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY WAIVES, AS TO THE PHYSICAL NATURE PROPERTIES (A) ANY IMPLIED OR CONDITION EXPRESS WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (C) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (D) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PROPERTY PURCHASE PRICE, (E) ANY IMPLIED OR THE CAPABILITIES THEREOFEXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (F) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (G) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF SUBSTANCES, WASTES OR MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. IT IS THE EXPRESS INTENTION OF THE BUYER AND EACH SELLER THAT PATRIOTTHE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES IN EXECUTINGWHICH THE SELLER HAS ANY INTEREST ARE BEING ACCEPTED BY THE BUYER, DELIVERING AND/OR PERFORMING THIS AGREEMENT“AS IS, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVENWHERE IS, DIRECTLY OR INDIRECTLY, ORALLY OR WITH ALL FAULTS” AND IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY THEIR PRESENT CONDITION AND STATE OF REPAIR. 5.7.3 EACH SELLER AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOFBUYER AGREE THAT, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF _________CERTAIN WARRANTIES CONTAINED IN THIS SECTION 5.7 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, 1997 AND RELATES TO THE UNTRUTH RULE OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESORDER." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- 5.10.1 EXCEPT FOR THE EXPRESS AND ACKNOWLEDGES THAT, SPECIFIC REPRESENTATIONS AND WARRANTIES OF A SELLER IN THIS AGREEMENT AND THE SELLER’S CERTIFICATE DELIVERED PURSUANT TO SECTION 8.2.2 AND EXCEPT AS FOR THE SPECIAL WARRANTY OF TITLE SET FORTH IN THIS ARTICLE 3THE ASSIGNMENT, THE BUYER ACKNOWLEDGES THAT NO SELLER HAS MADE, AND EACH SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, INCLUDING THOSE RELATING TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, OR AS OTHERWISE EXPRESSLY STATED HEREIN THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES OR THE SELLERS’ INTERESTS THEREIN, (b) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY RECORDS, INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO THE BUYER BY OR ON BEHALF OF THE SELLERS, AND (c) THE ENVIRONMENTAL OR OTHER CONDITION OF THE PROPERTIES. 5.10.2 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF A SELLER IN THIS AGREEMENT AND THE SELLER’S CERTIFICATE DELIVERED PURSUANT TO SECTION 8.2.2 AND EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHASSIGNMENT, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS , SUCH SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY WAIVES, AS TO THE PHYSICAL NATURE OR CONDITION PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE PROPERTY PROPERTIES (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE CAPABILITIES THEREOFPURCHASE PRICE, (e) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (f) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (g) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF SUBSTANCES, WASTES OR MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF THE BUYER AND EACH SELLER THAT PATRIOTTHE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES IN EXECUTINGWHICH SUCH SELLER HAS ANY INTEREST ARE BEING ACCEPTED BY THE BUYER, DELIVERING AND/OR PERFORMING THIS AGREEMENT“AS IS, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVENWHERE IS, DIRECTLY OR INDIRECTLY, ORALLY OR WITH ALL FAULTS” AND IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY THEIR PRESENT CONDITION AND STATE OF REPAIR. 5.10.3 EACH SELLER AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOFBUYER AGREE THAT, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF _________CERTAIN WARRANTIES CONTAINED IN THIS SECTION 5.10 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, 1997 AND RELATES TO THE UNTRUTH RULE OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESORDER." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT FOR THE REPRESENTATIONS AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH WARRANTIES CONTAINED IN THIS ARTICLE 3AGREEMENT OR ANOTHER DOCUMENT OR AGREEMENT DELIVERED IN CONNECTION HEREWITH (EACH AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE TO THE EXTENT PROVIDED HEREIN), NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES, OR AS OTHERWISE EXPRESSLY STATED HEREIN HAS BEEN AUTHORIZED BY THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR ​ WARRANTY WITH RESPECT TO THE COMPANY AND ITS SUBSIDIARIES OR THE TRANSACTION, AND THE COMPANY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ANY AFFILIATE OF THE COMPANY OR ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE DEED THIS AGREEMENT OR IN ANY DOCUMENTS EXECUTED ANOTHER DOCUMENT OR AGREEMENT DELIVERED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING HEREWITH (EACH AS MODIFIED BY THE SUBJECT MATTER OF THIS SALE, OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS AS COMPANY DISCLOSURE SCHEDULE TO THE PHYSICAL NATURE EXTENT PROVIDED HEREIN), THE COMPANY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR CONDITION OF THE PROPERTY INFORMATION, MADE, COMMUNICATED OR THE CAPABILITIES THEREOF, AND THAT PATRIOT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, FURNISHED (ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY INDIVIDUALDIRECTOR, FIRM OFFICER, EMPLOYEE, AGENT, CONSULTANT OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS REPRESENTATIVE OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING COMPANY OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESITS AFFILIATES)." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- EXCEPT FOR THE REPRESENTATIONS AND ACKNOWLEDGES THAT, EXCEPT AS WARRANTIES SET FORTH IN THIS ARTICLE 3AGREEMENT AND THE TRANSACTION DOCUMENTS, SELLER EXPRESSLY DISCLAIMS (A) ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO LIABILITIES, OPERATIONS, TITLE, CONDITION, VALUE OR QUALITY OF THE ACQUIRED ASSETS OR THE PROSPECTS, FINANCIAL OR OTHERWISE, RISKS AND OTHER INCIDENTS OF THE BUSINESS AND (B) ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, OR AS OTHERWISE EXPRESSLY STATED HEREIN SUITABILITY OR IN FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE DEED OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS SALE, ACQUIRED ASSETS OR ANY PART THEREOF, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) REPRESENTATIONS OR AS TO THE PHYSICAL NATURE OR CONDITION OF THE PROPERTY WORKMANSHIP THEREOF, OR THE CAPABILITIES THEREOFABSENCE OF ANY DEFECTS THEREIN, AND THAT PATRIOTWHETHER LATENT OR PATENT, IN EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, DOES NOT RELY UPON ANY STATEMENT AND/OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING OR WHETHER SELLER POSSESSES SUFFICIENT REAL PROPERTY, PERSONAL PROPERTY OR INTELLECTUAL PROPERTY TO OPERATE THE EXISTENCE IN BUSINESS. OTHER THAN THE DISCLOSURE SCHEDULE AND THE TRANSACTION DOCUMENTS, NO SCHEDULE OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF EXHIBIT TO THIS PARAGRAPH SHALL SURVIVE THE CLOSING AGREEMENT OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in partRELATED COMMUNICATIONS MADE BY SELLER OR ITS REPRESENTATIVE OR ANY ORAL, by PatriotWRITTEN, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warrantyOR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST PROVIDED TO BUYER, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warrantyWILL CAUSE OR CREATE ANY REPRESENTATION OR WARRANTY, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "EXPRESS OR IMPLIED, OTHER THAN THOSE SET FORTH IN THIS NOTICE AGREEMENT AND THE TRANSACTION DOCUMENTS AND BUYER ACKNOWLEDGES THAT ANY RELIANCE BY BUYER UPON ANY SUCH COMMUNICATIONS OR RESPONSE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESUNREASONABLE." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.

Limitations on Representations and Warranties. PATRIOT HEREBY AGREES --------------------------------------------- AND (a) REIT I ACKNOWLEDGES THAT, THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 3IV, NONE OF SERVICES HOLDINGS, THE SERVICE PROVIDERS, OR AS OTHERWISE EXPRESSLY STATED HEREIN ANY MEMBER OF THE BEHRINGER GROUP MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN THE DEED OR IN ANY DOCUMENTS EXECUTED EQUITY, IN CONNECTION HEREWITH, NEITHER CROW NOR ANY AGENT, ATTORNEY, EMPLOYEE WITH OR REPRESENTATIVE OF CROW HAS MADE ANY REPRESENTATION WHATSOEVER REGARDING WITH RESPECT TO THE SUBJECT MATTER OF THIS SALEAGREEMENT OR IN CONNECTION WITH OR WITH RESPECT TO SERVICES HOLDINGS, THE SERVICE PROVIDERS, THE BEHRINGER GROUP, THEIR RESPECTIVE EMPLOYEES, THE PURCHASED ASSETS, THE EXISTING PROPERTY MANAGEMENT AGREEMENT, THE EXISTING ADVISORY AGREEMENT, ANY ANCILLARY AGREEMENT, OR ANY PART THEREOFOTHER AGREEMENT BETWEEN ANY MEMBER OF THE BEHRINGER GROUP AND REIT I OR ITS AFFILIATES OR THE SERVICES PROVIDED THEREUNDER, OR WITH RESPECT TO ANY INFORMATION PROVIDED OR MADE AVAILABLE TO REIT I OR THE REIT I SPECIAL COMMITTEE, INCLUDING (WITHOUT LIMITING WITH RESPECT TO ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY DISCLAIMED BY SERVICES HOLDINGS AND THE GENERALITY SERVICE PROVIDERS. SERVICES HOLDINGS AND THE SERVICE PROVIDERS EACH ACKNOWLEDGE THAT EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III, REIT I DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN CONNECTION WITH OR WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING SHALL NOT AFFECT OR OTHERWISE LIMIT ANY EXPRESS REPRESENTATIONS OR WARRANTIES CONTAINED IN ANY OF THE FOREGOINGANCILLARY AGREEMENTS. (b) REPRESENTATIONS EACH OF SERVICES HOLDINGS AND THE SERVICE PROVIDERS ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III, NONE OF REIT I, OR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN CONNECTION WITH OR WITH RESPECT TO THE PHYSICAL NATURE SUBJECT MATTER OF THIS AGREEMENT OR CONDITION IN CONNECTION WITH OR WITH RESPECT TO REIT I, ITS AFFILIATES, THEIR RESPECTIVE EMPLOYEES, THE PURCHASED ASSETS, THE EXISTING PROPERTY MANAGEMENT AGREEMENT, THE EXISTING ADVISORY AGREEMENT, ANY ANCILLARY AGREEMENT, OR ANY OTHER AGREEMENT BETWEEN REIT I OR ITS AFFILIATES AND ANY MEMBER OF THE PROPERTY BEHRINGER GROUP OR THE CAPABILITIES THEREOFSERVICES PROVIDED THEREUNDER, OR WITH RESPECT TO ANY INFORMATION PROVIDED OR MADE AVAILABLE TO SERVICES HOLDINGS, THE SERVICE PROVIDERS, AND ANY OTHER MEMBER OF THE BEHRINGER GROUP, INCLUDING WITH RESPECT TO ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY DISCLAIMED BY REIT I. REIT I ACKNOWLEDGES THAT PATRIOTEXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV, NONE OF SERVICES HOLDINGS AND THE SERVICE PROVIDERS MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN EXECUTING, DELIVERING AND/CONNECTION WITH OR PERFORMING WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, DOES THE FOREGOING SHALL NOT RELY UPON AFFECT OR OTHERWISE LIMIT ANY STATEMENT AND/EXPRESS REPRESENTATIONS OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, BY ANY INDIVIDUAL, FIRM OR CORPORATION EXCEPT THOSE EXPRESSLY WARRANTIES CONTAINED HEREIN OR DELIVERED PURSUANT THERETO OR IN ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH. EXCEPT AS OTHERWISE PROVIDED HEREIN, PATRIOT AGREES TO TAKE THE REAL PROPERTY AND THE PERSONAL PROPERTY "AS IS," AS OF THE DATE HEREOF, REASONABLE WEAR AND TEAR EXCEPTED. IN ADDITION, EXCEPT AS SET FORTH HEREIN, CROW MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. Each of the representations and warranties contained in this Article III and its ----------- various subparagraphs are intended for the benefit of Patriot and may be waived in whole or in part, by Patriot, but only by an instrument in writing signed by Patriot. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby for the period specified in Section 11.12 ------------- except to the extent that Crow gives Patriot written notice prior to Closing of the untruth or inaccuracy of any representation or warranty, or Patriot otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty, and Patriot nevertheless elects to close this transaction. Any such written notice from Crow to Patriot shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE PURCHASE AND SALE AGREEMENT MADE AS OF _________, 1997 AND RELATES TO THE UNTRUTH OR INACCURACY OF CROW'S REPRESENTATIONS OR WARRANTIESANCILLARY AGREEMENTS." Patriot shall be deemed to have actual knowledge of the untruth or inaccuracy of any representation or warranty only if (i) Patriot receives written notice from Crow satisfying the foregoing requirements, (ii) Xxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx or Xxxxxx Xx has actual knowledge of any such untruth or inaccuracy or (iii) any such matter is disclosed in any report delivered to or prepared for Patriot in respect of the Property. Except to the extent otherwise expressly provided in the immediately preceding sentence and as provided above, no investigation, audit, inspection, review or the like conducted by or on behalf of Patriot shall be deemed to terminate the effect of any such representations, warranties and covenants, it being understood that Patriot has the right to rely thereon and that each such representation and warranty constitutes a material inducement to Patriot to execute this Agreement and to close the transaction contemplated hereby and to pay the consideration provided herein to Crow.