Common use of No Implied Representations Clause in Contracts

No Implied Representations. Each Buyer Party acknowledges and agrees that, (i) except as expressly set forth in Articles II and III of this Agreement, neither the Sellers, the Company, nor any of their respective subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties of the Company or the Sellers, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement or any certificate delivered by the Company or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the Company. The Sellers and the Company hereby acknowledge and agree that nothing in this Section 4.8 will limit in any way the representations and warranties of the Sellers or the Company made in Articles II and III of this Agreement or the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance Policy.

No Implied Representations. Each Buyer Party acknowledges and agrees that, (i) that except as expressly set forth in Articles II this Agreement and III in the documents and instruments delivered by Seller at the Closing, none of this AgreementStarwood, neither the SellersITT, the CompanySheraton, nor SGC, SDIC, or any of their respective parents, subsidiaries, Affiliatesaffiliates, Representatives agents or representatives or purported Representatives agents or representatives has made, and none of the foregoing entities or Persons is liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or warranties information pertaining to the businesses or properties of the Company or the Sellers, Assets or any part thereof and (ii) all thereof, the physical condition thereof, environmental matters, the income, expenses or operation thereof, the financial prospects for the Business, the uses which can be lawfully made of the Assets under applicable zoning or other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement laws or any certificate delivered by the Company other matter or thing with respect thereto, including any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation existing or warranty in deciding to consummate the transactions contemplated by this Agreementprospective Permits. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this AgreementAgreement and in the documents and instruments delivered by or for Seller at the Closing, no Seller is not liable for or bound by (aand Buyer has not relied upon) has made any representations verbal or warranties with respect to financial projectionswritten statements, financial models representations, warranties, agreements, arrangements, understandings, investment bankers or forecasts regarding real estate brokers "setups" or offering materials or any other information respecting any or all of the Company Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or (b) is making any implied warranty affiliate, representative or representation as to condition, merchantability other person representing or suitability as to purportedly representing any of the assets or properties of the Companyforegoing. The Sellers and the Company hereby acknowledge and agree that nothing Nothing contained in this Section 4.8 will 6.2 shall be deemed to impair, limit or otherwise affect any rights of Buyer under this Agreement in any way the representations and warranties respect of the Sellers or the Company made representations, warranties and covenants of Seller set forth in Articles II and III of this Agreement or and the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance Policyprovisions hereof binding on Seller.

No Implied Representations. Each Buyer Party acknowledges Purchaser represents, warrants and agrees that, (i) that Purchaser has examined and understands the operation and/or condition of the Property, (ii) that Purchaser has made such examination of the operation, income and expenses of the Property, as well as all other matters and documents affecting or relating to this transaction, as Purchaser deemed necessary, and (iii) that, except for the express representations and warranties of Seller set forth in this Agreement, neither Seller nor its affiliates, or any employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or its affiliates have made any verbal or written representations, warranties or statements of any nature or kind whatsoever to Purchaser, whether expressed or implied, and, in particular, that no representations or warranties have been made with respect to (a) the physical condition or operation of the Property (including, without limitation, (I) the absence or presence of hazardous substances at, in or adjacent to the Property, or (II) the compliance of the Property with applicable legal or insurance requirements regarding hazardous substances), (b) the revenues and expenses of the Property, (c) the zoning and other laws, regulations and rules applicable to the Property or the compliance of the Property therewith, (d) the Space Leases, the Security Deposits, the Third- Party Contracts, the Contract Rights, and any rights or obligations of Seller thereunder, (e) the occupancy of the Real Estate or any part thereof, (f) the quantity, quality or condition of the Fixtures, or (g) any other matter or thing affecting or related to the Property or the transactions contemplated hereby, except as and solely to the extent expressly set forth in Articles II and III of this Agreement. Purchaser agrees that Seller shall not be bound in any manner whatsoever by any guarantees, neither the Sellerspromises, the Companyprojections, nor any of their respective subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties other information pertaining to the businesses Property made, furnished or properties of the Company claimed to have been made or the Sellers, furnished by Seller or any part thereof and (ii) all other representations and warranties affiliates, employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement Seller or any certificate delivered by the Company broker, whether verbally or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer Party acknowledges and agrees thatwriting, except as expressly set forth in this Agreement. Purchaser acknowledges and agrees that, no Seller (a) has made any representations or warranties except as otherwise expressly provided in this Agreement, Purchaser agrees to take the Property on an "as is, where-is" basis, with respect to financial projectionsall faults, financial models or forecasts regarding the Company or (b) is making any implied warranty or representation as to in substantially its present condition, merchantability or suitability as subject to ordinary use, wear and tear and natural deterioration and any of Space Lease Action (hereinafter defined) between the assets or properties of the Company. The Sellers date hereof and the Company hereby acknowledge Closing and agree that nothing subject to casualty and condemnation to the extent provided in this Section 4.8 will limit in Agreement. Purchaser hereby waives, to the extent permitted by law, any way the representations and warranties of the Sellers or the Company made in Articles II and III of this Agreement or the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance Policyall implied warranties.

No Implied Representations. Each Buyer Party Purchaser acknowledges and agrees that, (i) that except as expressly set forth in Articles II this Agreement and III of this Agreementin the documents and instruments delivered by Seller at the Closing, neither the Sellers, the Company, Seller nor any of their respective subsidiaries, Affiliates, Representatives agent or representative or purported Representatives agent or representative of Seller has made, and Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or warranties information pertaining to the businesses or properties of the Company or the Sellers, Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof and (ii) all or of the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the same under applicable zoning or other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement laws or any certificate delivered by the Company other matter or thing with respect thereto, including, without limitation, any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation existing or warranty in deciding to consummate the transactions contemplated by this Agreementprospective Leases, Operating Agreements or Other Agreements. Without limiting the foregoing, each Buyer Party Purchaser acknowledges and agrees that, except as expressly set forth in this AgreementAgreement and in the documents and instruments delivered by Seller at the Closing, no Seller is not liable for or bound by (aand Purchaser has not relied upon) has made any representations verbal or warranties with respect to financial projectionswritten statements, financial models representations, real estate brokers' "set-ups" or forecasts offering materials or any other information respecting the Mall furnished by Seller or any broker, employee, agent, consultant or other Person representing or purportedly representing Seller. Purchaser acknowledges and agrees that its offer is based upon its own views and judgments regarding the Company or (b) Property's value and such judgments are not subject to Purchaser's due diligence review. Accordingly, Seller is making any implied warranty or representation as to condition, merchantability or suitability as to any entering into this Agreement based upon Purchaser's assurances that Purchaser has a well-informed opinion of the assets or properties value of the CompanyProperty. Purchaser has "signed off" on market conditions which influence the Property such as the Property's competitive position relative to its existing and potential future competitors, market rental rates achievable at the Property, vacancy assumptions, credit loss and downtime reserves, project growth rates (if any) in rents, expenses, and/or retail sales, impact of the sale on assessed values, tenant work and leasing fee levels necessary to generate estimated market rents, tenant retention ratios and the need for an amount of any "capital reserves". The Sellers and the Company hereby acknowledge and agree that nothing in provisions of this Section 4.8 will limit in any way 8.1 shall survive the representations and warranties of the Sellers or the Company made in Articles II and III of this Agreement or the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance PolicyClosing.

No Implied Representations. Each Buyer Party Purchaser acknowledges and agrees that, (i) that except as expressly set forth in Articles II this Agreement and III of this Agreementin the documents and instruments delivered by Seller at the Closing, neither the Sellers, the Company, Seller nor any of their respective subsidiaries, Affiliates, Representatives agent or representative or purported Representatives agent or representative of Seller has made, and Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or warranties information (including any information set forth in the Due Diligence Materials heretofore furnished to Purchaser) pertaining to the businesses or properties of the Company or the Sellers, Property or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof and (ii) all or of the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the same under applicable zoning or other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement laws or any certificate delivered by other matter or thing with respect thereto, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Company or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this AgreementClosing Date. Without limiting the foregoing, each Buyer Party Purchaser acknowledges and agrees that, except as expressly set forth in this AgreementAgreement and in the documents and instruments delivered by Seller at the Closing, Seller is not liable for or bound by (and Purchaser has not relied upon) any verbal or written statements, representations, real estate brokers’ “set-ups” or offering materials (including the Offering Package) or any other information respecting the Property furnished by Seller or any broker, employee, agent, consultant or other person representing or purportedly representing Seller. Purchaser shall have no Seller right to terminate this Agreement based on (ai) has made any representations change, or warranties with respect potential change, in the market conditions which influence the Property including, without limitation, market rent estimates for the Property, percentage rent estimates for the Property, the supply and demand forces affecting the area in which the Property is located, the Property’s competitive position relative to financial projectionsits existing and new development competitors, financial models or forecasts regarding occupancy/vacancy rates, collection loss allowances, if any, projected growth rates, if any, in rents and expenses and levels of tenant packages (including tenant work and market driven leasing fees), (ii) utility costs in year 2003 and beyond, (iii) the Company or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any impact of the assets or properties consummation of this transaction on the assessed value of the CompanyProperty, (iv) the availability or limited availability or cost of obtaining terrorism insurance, and (v) other income sources and amounts including, without limitation, carousel revenue or in-line specialty leasing. The Sellers and the Company hereby acknowledge and agree that nothing Nothing contained in this Section 4.8 will 11.01 shall be deemed to impair, limit or otherwise affect Purchaser’s rights under this Agreement in any way the representations and warranties respect of the Sellers or representations, warranties and covenants of Seller set forth in this Agreement and the Company made in Articles II and III other provisions hereof binding upon Seller. The provisions of this Agreement or Section 11.01 shall survive the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance PolicyClosing.

No Implied Representations. Each Buyer Party Purchaser acknowledges and agrees that, (i) that except as expressly set forth in Articles II this Agreement and III of this Agreementin the documents and instruments delivered by Equitable at the Closing, neither the Sellers, the Company, Equitable nor any of their respective subsidiaries, Affiliates, Representatives agent or representative or purported Representatives agent or representative of Equitable has made, and Equitable is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or warranties information (including, without limitation, any information set forth in offering materials heretofore furnished to Purchaser) pertaining to the businesses Malls or properties any of them, the Company physical condition thereof, environmental matters, the income, expenses or operation thereof or the SellersPersonal Property or Intangible Personal Property, the uses which can be lawfully made of any Property under applicable zoning or other laws or any part thereof and (ii) all other representations and warranties of matter or thing with respect to the Malls, including, without limitation, any kind existing or nature are specifically disclaimed and each Buyer Party did not rely on any representation 31 prospective Leases, Operating Agreements or warranty not contained in Articles II and III of this Agreement or any certificate delivered by the Company or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this AgreementOther Agreements. Without limiting the foregoing, each Buyer Party Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Equitable at the Closing, Equitable is not liable for or bound by (and Purchaser has not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Malls furnished by Equitable or any broker, employee, agent, consultant or other person representing or purportedly representing Equitable. 8.2 "As-Is" Purchase. Purchaser represents that it has inspected the Malls, the physical and environmental condition and the uses thereof and the fixtures, equipment and Personal Property included in this sale to its satisfaction, that it has independently inves tigated, analyzed and appraised the value and profitability thereof, the creditworthiness of Tenants and Adjoining Owners and the presence of hazardous materials, if any, in or on the Malls, that it has reviewed the Ground Leases, the Mortgage, all other documents and instruments that evidence or secure the Existing Financing, the Leases listed on Exhibit K annexed hereto, the Operating Agreements, the Other Agreements and all other documents referred to herein, that it is thoroughly acquainted with all of the foregoing and that Purchaser, in purchasing the Malls, is relying upon its own investigations, analyses, studies and appraisals and not upon any information provided to Purchaser by or on behalf of Equitable with respect thereto (except to the extent covered by any warranties or representations of Equitable set forth in this Agreement, no Seller in any Seller's Estoppel Letter or in any other document or instrument delivered by Equitable in connection with the Closing). Purchaser agrees to accept the Malls "as is" and in their condition as at the date hereof, reasonable wear and tear between the date hereof and the Closing Date excepted, and Purchaser shall assume the risk that adverse matters, including but not limited to, construction defects and adverse physical and environmental conditions may not have been revealed by Purchaser's investigations; and Purchaser, upon closing, shall be deemed to have waived, relinquished and released Equitable from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (aincluding, attorneys' fees and court costs) has made of any representations and every kind or warranties character, known or unknown, which Purchaser might have asserted or alleged against Equitable by reason of or arising out of any latent or patent construction defects or physical 32 conditions, violations of applicable laws (including, without limitation, environmental laws) and any and all other acts, omissions, events, circumstances or matters with respect to financial projectionsthe Malls, financial models or forecasts regarding subject, how ever, to Purchaser's rights and remedies provided for in this Agreement in the Company or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to event of the breach of any of Equitable's warranties and representations contained herein, in any Seller's Estoppel Letter or in any other document or instrument delivered by Equitable in connection with the assets or properties Closing, and subject to the next to last sentence of the Companythis Section 8.2. The Sellers and the Company hereby acknowledge and agree that nothing Nothing contained in this Section 4.8 will limit 8.2 shall be deemed to constitute a waiver by Purchaser of its rights at law or in equity, if any, to seek contribution or other recourse against Equitable in the event of a claim asserted against Purchaser by a third party with respect to liabilities arising from or relating to any way the representations and warranties circumstances or conditions which exist at or in respect of the Sellers or Malls prior to the Company made in Articles II and III Closing. The provisions of this Agreement or Section 8.2 shall survive the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance Policy.Closing. 8.3

No Implied Representations. Each Buyer Party Purchaser acknowledges and agrees that, (i) that except as expressly set forth in Articles II this Agreement and III of this Agreementin the documents and instruments delivered by the Sellers at the Closing, neither the Sellers, the Company, Sellers nor any of their respective subsidiariesaffiliate, Affiliates, Representatives agent or representative or purported Representatives agent or representative of the Sellers has made, and the Sellers and such other persons and entities are not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or warranties pertaining to information (including, without limitation, any information set forth in that certain Confidential Information Memorandum prepared by Goldman and any supplements thereto or changes therein, the businesses or properties of the Company or the SellersEnvironmexxxx Xxport, or any part other offering materials heretofore furnished to Purchaser) pertaining to (a) the Membership Interests; (b) Owner or the assets and liabilities (including contingent liabilities) thereof; or (c) the Property, the physical condition thereof, environmental matters, the income, expenses or operation thereof and (ii) all or the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the Property under applicable zoning or other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement laws or any certificate delivered by other matter or thing with respect to the Company Property, including, without limitation, any existing or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation prospective Leases, the REA or warranty in deciding to consummate the transactions contemplated by this AgreementOther Agreements. Without limiting the foregoing, each Buyer Party Purchaser acknowledges and agrees that, except as expressly set forth in this AgreementAgreement and in the documents and instruments delivered by the Sellers at the Closing, no Seller the Sellers are not liable for or bound by (aand Purchaser has not relied upon) has made any representations verbal or warranties written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Membership Interests, Owner or the Property furnished by the Sellers or any broker, employee, agent, consultant or other person representing or purportedly representing the Sellers. If the Sellers or its agents have delivered or hereafter deliver to Purchaser or its agents any information, report, survey, analysis or similar documentation prepared by a third party unrelated to the Sellers, the Sellers neither expressly nor impliedly warrant or represent to Purchaser the truth, accuracy or completeness thereof and expressly disclaim any liability whatsoever with respect thereto or any obligation independently to financial projectionsinvestigate the matters contained therein; and Purchaser hereby acknowledges that the Sellers have or are providing such information, financial models reports, surveys, analysis or forecasts regarding other third-party documents to Purchaser as an accommodation only and that Purchaser shall be responsible for the Company or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the Companyverification and review thereof. The Sellers and the Company hereby acknowledge and agree that nothing Nothing contained in this Section 4.8 will 8.1 shall be deemed to impair, limit or otherwise affect Purchaser's rights under this Agreement in any way respect of the express representations and warranties of the Sellers or set forth in this Agreement and the Company made in Articles II and III other provisions hereof binding upon the Sellers. The provisions of this Agreement Section 8.1 shall survive the Closing or the Buyer’s rights to indemnification or other remedies for any breach termination of the same as contemplated hereby and by the R&W Insurance Policythis Agreement.

No Implied Representations. Each Buyer Party acknowledges Notwithstanding anything to the contrary herein and agrees that, (i) except as expressly without in any way affecting Purchaser's right to rely on the accuracy and completeness of the representations and warranties set forth herein and in Articles II any agreement, certificate or other document delivered to Purchaser pursuant to Section 1.2(A) of this Agreement: (1) it is the explicit intent of each party hereto that the Sellers have not made and III are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, or in any agreement, certificate or other document delivered to Purchaser pursuant to Section 1.2(A) of this Agreement, neither the Sellersincluding, the Companybut not limited to, nor any of their respective subsidiaries, Affiliates, Representatives such implied warranty or purported Representatives has made, representations or warranties pertaining representation as to the businesses post-Closing business, results of operations, financial condition or properties prospects of the any Company or the SellersBusinesses, or any part thereof and (ii) all other representations and warranties as to the post-Closing value, condition, merchantability or suitability of any kind Company, such Company's post-Closing Business, the post-Closing US Business, the post-Closing UK Business or nature are specifically disclaimed the post-Closing German Business; and each Buyer Party did the Purchaser is not rely relying on any other statement, representation or warranty, oral or written, express or implied, made by any Seller or any Company or their respective Affiliates, representatives or agents, including any such statement, representation or warranty not contained in Articles II and III of this Agreement any offering memorandum or any certificate delivered by information, document or material made available to the Company Purchaser or its Affiliates, representatives or agents in certain "data rooms", management presentations or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation or warranty other form in deciding to consummate expectation of the transactions contemplated by this Agreement. Without limiting Agreement and the foregoing, each Buyer Party acknowledges Additional Transfer Documents and agrees thatAncillary Agreements, except as for the representations and warranties expressly set forth in this Agreement, no Seller or in any agreement, certificate or other document delivered to Purchaser pursuant to Section 1.2(A) of this Agreement; and (a2) the Purchaser has made any representations or warranties with respect undertaken its own analyses and methodologies to financial projections, financial models or forecasts regarding value the Company or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any Businesses of the assets or properties of Companies, the Company. The Sellers US Business, the UK Business, the German Business and the Company hereby acknowledge Shares, and agree that nothing in this Section 4.8 will limit in any way the representations and warranties of no event shall the Sellers be charged with knowledge of, or have responsibility for, such analyses or methodologies or the Company made in Articles II and III of this Agreement or the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance Policyvaluation resulting therefrom. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 3.1 OF THIS AGREEMENT, THE SELLERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION.

No Implied Representations. Each Buyer Party acknowledges (a) Parent and agrees that, Merger Subs acknowledge and agree (for itself and on behalf of their Affiliates) that (i) except as the representations and warranties of Seller and the Companies expressly set forth in Articles II Article 4 and III Article 5 or in any Transaction Document constitute the sole and exclusive representations and warranties of this Agreement, neither Seller and the Sellers, the Company, nor Companies or any of their respective subsidiariesbusinesses, Affiliatesprospects or operations or otherwise in connection with this Agreement, (ii) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent or any of its Affiliates or the Representatives of any of the foregoing, including any materials or purported Representatives has madeinformation made available in the electronic data room hosted by or on behalf of Seller and the Companies in connection with the transactions contemplated hereby or in connection with presentations by Seller’s and the Companies’ management, are not and shall not be deemed to be or include representations or warranties pertaining unless and to the businesses extent any such materials or properties of information is covered by any express representation or warranty set forth in this Agreement or in any Transaction Document, and (iii) except for the Company subject matter covered in Article 4 and Article 5 or the Sellers, or any part thereof and (ii) all other representations and warranties in any Transaction Document, neither Seller, the Companies nor any current or former shareholder (other than Seller as a shareholder of the Companies), director, officer, employee, Affiliate or other Representative of the Seller or the Companies has made and is not making, and neither Parent nor Merger Subs are relying upon, any kind representations or nature are specifically disclaimed and each Buyer Party did not rely on any representation warranties whatsoever regarding Seller or warranty not contained in Articles II and III the Acquired Companies or the subject matter of this Agreement or any certificate delivered by the Company Transaction Document, express or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the Company. The Sellers and the Company hereby acknowledge and agree that nothing in this Section 4.8 will limit in any way the representations and warranties of the Sellers or the Company made in Articles II and III of this Agreement or the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance Policyimplied.

No Implied Representations. Each Buyer Party Purchaser acknowledges and agrees that, (i) that except as expressly set forth in Articles II this Agreement and III of this Agreementin the documents and instruments delivered by Seller to Purchaser, neither the Sellers, the Company, Seller nor any of their respective subsidiaries, Affiliates, Representatives agent or representative or purported Representatives agent or representative of Seller has made, and Seller is not liable for or bound in any manner by, any express or implied warranties, guarantees, promises, statements, inducements, representations or warranties information (including any information set forth in offering materials heretofore furnished to Purchaser) pertaining to the businesses or properties of the Company or the Sellers, Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof and (ii) all or of the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the same under applicable zoning or other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement laws or any certificate delivered by the Company other matter or thing with respect thereto, including, without limitation, any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation existing or warranty in deciding to consummate the transactions contemplated by this Agreementprospective Leases, Operating Agreements or Other Agreements. Without limiting the foregoing, each Buyer Party Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, Seller is not liable for or bound by (and Purchaser has not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Mall furnished by Seller or any broker, employee, agent, consultant or other person representing or purportedly representing Seller. Nothing contained in this Section 10.03 shall be deemed to impair, limit or otherwise affect Purchaser's rights under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding upon Seller. SECTION 10.04. "As-Is" Purchase. Purchaser represents that it has inspected the Mall, the physical and environmental condition and the uses thereof and the fixtures, equipment and Personal Property included in this sale to its satisfaction, that it has independently investigated, analyzed and appraised the value and profitability thereof, the creditworthiness of Tenants and Adjoining Owners and the presence of Hazardous Materials, if any, in or on the Mall, that it has received copies of and/or has reviewed the Leases, the Operating Agreements, the Other Agreements and all other documents referred to herein, that it is thoroughly acquainted with all of the foregoing and that Purchaser, in purchasing the Mall, will rely upon its own investigations, analyses, studies and appraisals and not upon any information provided to Purchaser by or on behalf of Seller with respect thereto (except in each case to the extent covered by any warranties or representations of Seller set forth in this Agreement, no the Seller Estoppel or in any other document or instrument delivered by Seller in connection with the Closing). Purchaser agrees to accept the Mall "as is" and in its condition as at the date hereof, reasonable wear and tear and damage by fire or other casualty (asubject to the provisions of Article VII) has made between the date hereof and the Closing Date excepted, and Purchaser shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions may not have been revealed by Purchaser's investigations; and Purchaser, upon closing, shall be deemed to have waived, relinquished and released Seller from and against any representations and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs) of any and every kind or warranties character, known or unknown, which Purchaser might have asserted or alleged against Seller by reason of or arising out of any latent or patent construction defects or physical conditions, violations of applicable laws (including, without limitation, environmental laws) and any and all other acts, omissions, events, circumstances or matters with respect to financial projectionsthe Mall, financial models or forecasts regarding subject, however, to Purchaser's rights and remedies provided for in this Agreement in the Company or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to event of the breach of any of Seller's warranties, representations or covenants contained herein, in Seller's estoppel certificate or in any other document or instrument delivered by Seller in connection with the assets or properties of the CompanyClosing. The Sellers and the Company hereby acknowledge and agree that nothing Nothing contained in this Section 4.8 will limit 10.04 shall be deemed to constitute a waiver by Purchaser of its rights at law or in equity, if any way (to the representations and warranties extent such rights are not limited under any other applicable provision of this Agreement), to seek contribution or other recourse against Seller in the event of a claim asserted against Purchaser by a third party with respect to liabilities arising from or relating to any circumstances or conditions which exist at or in respect of the Sellers Mall prior to the Closing. Nothing contained in this Section 10.04 shall be deemed to impair, limit or otherwise affect Purchaser's rights under this Agreement in respect of the Company made representations, warranties and covenants of Seller set forth in Articles II this Agreement and III the other provisions hereof binding on Seller. The provisions of this Agreement or Section 10.04 shall survive the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance PolicyClosing. SECTION 10.05.

No Implied Representations. Each Buyer Party Purchaser acknowledges and agrees that, (i) that except as expressly set forth in Articles II this Agreement and III of this Agreementin the documents and instruments delivered by Equitable at the Closing, neither the Sellers, the Company, Equitable nor any of their respective subsidiaries, Affiliates, Representatives agent or representative or purported Representatives agent or representative of Equitable has made, and Equitable is not liable for or bound in any manner by, any express or implied warranties, guarantees, promises, statements, inducements, representations or warranties information (including, without limitation, any information set forth in offering materials heretofore furnished to Purchaser) pertaining to the businesses or properties of the Company or the Sellers, Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof and (ii) all or of the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the same under applicable zoning or other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement laws or any certificate delivered by the Company other matter or thing with respect thereto, including, without limitation, any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation existing or warranty in deciding to consummate the transactions contemplated by this Agreementprospective Leases or Other Agreements. Without limiting the foregoing, each Buyer Party Purchaser acknowledges and agrees that, except as expressly set forth in this AgreementAgreement and in the documents and instruments delivered by Equitable at the Closing, no Seller Equitable is not liable for or bound by (aand Purchaser has not relied upon) has made any representations verbal or warranties with respect to financial projectionswritten statements, financial models representations, real estate brokers' "set-ups" or forecasts regarding offering materials or any other information respecting the Company Mall furnished by Equitable or (b) is making any implied warranty broker, employee, agent, consultant or representation as to condition, merchantability other person representing or suitability as to any of the assets or properties of the Companypurportedly representing Equitable. The Sellers and the Company hereby acknowledge and agree that nothing Nothing contained in this Section 4.8 will 8.01 shall be deemed to impair, limit or otherwise affect Purchaser's rights under this Agreement in any way the representations and warranties respect of the Sellers or the Company made representations, warranties and covenants of Equitable set forth in Articles II and III of this Agreement or and the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance Policyprovisions hereof binding upon Equitable.

No Implied Representations. Each Buyer Party acknowledges and agrees that, (i) except as expressly set forth in Articles II and III of this Agreement, neither the Sellers, the Company, nor any of their respective subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties of the Company or the Sellers, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement or any certificate delivered by the Company or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this Agreement, no none of Parent, Seller, RIH, New Pier and any of their respective parents, Subsidiaries, Affiliates, agents or representatives or purported agents or representatives has made, and none of the foregoing entities or Persons is liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the businesses or properties of RIH, New Pier, the RIH Shares, the New Pier Shares, the Real Estate Assets, the Warehouse Assets or any part thereof, the physical condition thereof, environmental matters, the income, expenses or operation thereof, the financial prospects for such businesses, the uses which can be lawfully made of the Real Estate Assets under applicable zoning or other laws or any other matter or thing with respect thereto, including any existing or prospective Governmental Authorities. Without limiting the foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, Parent and Seller (a) are not liable for or bound by (and Buyer has made not relied upon) any representations verbal or warranties with respect to financial projectionswritten statements, financial models representations, warranties, agreements, arrangements, understandings, investment bankers or forecasts regarding real estate brokers "setups" or any other information respecting the Company businesses or properties of RIH, New Pier, the RIH Shares, the New Pier Shares, the Real Estate Assets, the Warehouse Assets or any part thereof furnished by Parent, Seller, RIH, New Pier, or any Affiliate, representative or other person representing or purportedly representing any of the foregoing, and (b) is are not making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of RIH or New Pier, as to the CompanyRIH Shares or the New Pier Shares or as to any of the Real Estate Assets or Warehouse Assets. The Sellers It is understood and agreed that any cost estimates, projections or other predictions contained or referred to in the Company hereby acknowledge Schedules are not and agree that nothing in this Section 4.8 will limit in any way the shall not be deemed to be representations and or warranties of the Sellers Parent or the Company made in Articles II and III of this Agreement or the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance PolicySeller.

No Implied Representations. Each Buyer Party acknowledges and agrees that, (i) except as expressly set forth in Articles Article II and III of this Agreement, neither the SellersSeller, the Company, the Company Subsidiaries, nor any of their respective subsidiariesSubsidiaries, Affiliates, Representatives or purported Representatives has made, and, except to the extent set forth in this Agreement, including Article VII hereof, none of the foregoing entities or Persons is liable for, or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or warranties information pertaining to the businesses or properties of the Company or the SellersCompany Subsidiaries, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement or any certificate delivered by the Company or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreementthereof. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller none of the Company, any Company Subsidiary, Seller, nor any of their respective Subsidiaries, Affiliates, Representatives or purported Representatives (a) has made any representations or warranties with respect to financial projectionsprojections or, financial models or forecasts regarding the Company or the Company Subsidiaries or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the CompanyCompany or the Company Subsidiaries. The Sellers Buyer acknowledges that it is familiar with the Purchased Companies and the Company hereby acknowledge Real Property and agree has had the opportunity, directly or through its Representatives, to inspect the assets of the Purchased Companies, including the Real Property, and to conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that nothing the Purchase Price has been negotiated based on Buyer’s express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in this Section 4.8 will limit in any way Article V hereof. Subject solely to the representations and warranties of the Sellers or the Company made expressly set forth in Articles II and III to the covenants and conditions set forth herein or any certificate, instrument or agreement delivered pursuant hereto, Buyer agrees to accept the Purchased Companies (and the assets of the Purchased Companies, including the Real Property) in an “AS IS” condition as of the Closing. Buyer agrees that, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent, Affiliate, Representative or purported Representative of Seller, or any salesperson or broker (if any) involved in this transaction as to the Buyer’s rights to indemnification or other remedies for any breach assets of the same as contemplated hereby Purchased Companies, including the Real Property and by Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller and any Affiliate of Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising, except to the R&W Insurance Policyextent arising from Actual Fraud.

No Implied Representations. Each Buyer Party acknowledges Buyers acknowledge and agrees agree that, (i) except as expressly set forth in Articles Article II and III of this Agreement, neither the Sellers, the CompanyCompanies, nor any of their respective subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties of the Company Companies or the Sellers, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party Buyers did not rely on any representation or warranty not contained in Articles Article II and III of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate delivered by the Company or any officer thereof pursuant to Section 6.2 hereof in connection with this Agreement when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller or Company (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company Companies or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the CompanyCompanies. The Sellers and the Company Companies hereby acknowledge and agree that nothing in this Section 4.8 3.8 will affect or limit in any way the representations and warranties of the Sellers or the Company Companies made in Articles Article II and III of this Agreement, any ancillary document entered into in connection with this Agreement or the Buyer’s rights any certificate delivered in connection with this Agreement or Buyers’ right to rely upon and seek indemnification or other remedies for any in the case of fraud or with respect to a breach of or inaccuracy in the same as contemplated hereby representations and by the R&W Insurance Policywarranties set forth in Article II, any ancillary document entered into in connection with this Agreement or any certificate delivered in connection with this Agreement.

No Implied Representations. Each Buyer Party acknowledges and agrees that, Notwithstanding anything to the contrary contained herein (i) except none of the Sellers, its Affiliates the Company, directors, employees or any other representative shall be deemed to make to the Purchaser or its Affiliates any representation or warranty other than as expressly set forth made by the Sellers and the Company in Articles II 3 and III 4 of this Agreement, neither in the Disclosure Schedule and the other schedules attached to this Agreement and/or in any certificate furnished by the Company and/or the Sellers pursuant to this Agreement; and (ii) the Company and the Sellers disclaim, on behalf of the Company, the Sellers, and their respective Affiliates any other representations or warranties, whether made by the Company, nor the Sellers or any of their respective subsidiariesAffiliates or representatives or any other Person; and (iii) the Company and the Sellers disclaim, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties on behalf of the Company or Company, the Sellers, and their respective Affiliates and representatives, all liability and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or any part thereof and information made, communicated or furnished (iiorally or in writing) all other representations and warranties of any kind to Purchaser or nature are specifically disclaimed and each Buyer Party did not rely on any representation its Affiliates or warranty representatives not contained in Articles II this Agreement, in the Disclosure Schedule and III of the other schedules attached to this Agreement or and/or in any certificate delivered furnished by the Company or any officer thereof and/or the Sellers pursuant to Section 6.2 hereof when making this Agreement. The Sellers acknowledges and agrees that the Purchaser has based its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller (a) has made any representations or warranties with respect hereby solely pursuant to financial projections, financial models or forecasts regarding the Company or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the Company. The Sellers and the Company hereby acknowledge and agree that nothing in this Section 4.8 will limit in any way the representations and warranties of the Sellers and the Company set forth in Articles 3 and 4, as modified by the Disclosure Schedule and no due diligence or other review process by the Purchaser or any disclosure by the Sellers or the Company made (and not otherwise disclosed in Articles II and III of this Agreement or the Buyer’s Disclosure Schedule in the manner set forth herein) shall in any way limit its rights to indemnification or other remedies for any breach pursuant to Article 9. To the Purchaser’s Knowledge, as of the same as contemplated hereby and by date hereof, the R&W Insurance PolicyPurchaser has no known basis for filing a claim pursuant to Article 9.

No Implied Representations. Each Buyer Party acknowledges and agrees that, (i) except as expressly set forth in Articles II and III of this Agreement, neither the Sellers, the Company, the Company Subsidiaries, nor any of their respective subsidiariesSubsidiaries, Affiliates, Representatives or purported Representatives has made, and, except to the extent set forth in this Agreement, including Article VIII hereof, none of the foregoing entities or Persons is liable for, or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or warranties information pertaining to the businesses or properties of the Company or the SellersCompany Subsidiaries, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement or any certificate delivered by the Company or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreementthereof. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this Agreement, no neither the Company nor any Seller (a) has made any representations or warranties with respect to financial projectionsprojections or, financial models or forecasts regarding the Company or the Company Subsidiaries or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the CompanyCompany or the Company Subsidiaries. The Sellers Buyer acknowledges that it is familiar with the Purchased Companies and the Company hereby acknowledge Property and agree has had the opportunity, directly or through its Representatives, to inspect the assets of the Purchased Companies, including the Real Property, and to conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that nothing the Purchase Price has been negotiated based on Buyer’s express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in this Section 4.8 will limit in any way Article VI hereof. Subject solely to the representations and warranties of the Sellers or the Company made expressly set forth in Articles II and III and to the covenants and conditions set forth herein or any certificate, instrument or agreement delivered pursuant hereto, Buyer agrees to accept the Purchased Companies (and the assets of the Purchased Companies, including the Real Property) in an “AS IS” condition as of the Closing. Buyer agrees that, except as provided in this Agreement or the Buyer’s rights any certificate, instrument or agreement delivered pursuant to indemnification this Agreement, Buyer is not relying upon any representations, statements, or other remedies for warranties (oral or written, implied or express) of any breach officer, employee, agent or Representative of the same Sellers, or any salesperson or broker (if any) involved in this transaction as contemplated hereby to the assets of the Purchased Companies, including the Real Property and by Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising, except to the R&W Insurance Policyextent arising from Actual Fraud.

No Implied Representations. Each Buyer Party acknowledges The Buyers acknowledge and agrees agree that, (ia) except as expressly set forth in Articles Article II and III Section 8.19(b) of this Agreement, neither the Sellers, the CompanyCompanies, nor any of their respective subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties of the Company Companies or the Sellers, or any part thereof and (iib) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party the Buyers did not rely on any representation or warranty not contained in Articles Article II and III or Section 8.19(b) of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate delivered by the Company or any officer thereof pursuant to Section 6.2 hereof in connection with this Agreement when making its decision to enter into this Agreement and will shall not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller or Company (ai) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company Companies or (bii) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the CompanyCompanies. The Sellers and the Company Companies hereby acknowledge and agree that nothing in this Section 4.8 will 3.7 shall affect or limit in any way the representations and warranties of the Sellers Sellers, the Companies or the Company Parent made in Articles Article II and III or Section 8.19(b) of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate delivered in connection with this Agreement or the Buyer’s rights Buyers’ right to rely upon and seek indemnification or other remedies for any in the case of fraud or with respect to a breach of or inaccuracy in the same as contemplated hereby representations and by the R&W Insurance Policywarranties set forth in Article II or Section 8.19(b), any ancillary document entered into in connection with this Agreement or any certificate delivered in connection with this Agreement.

No Implied Representations. Each Buyer Party acknowledges Notwithstanding anything to the contrary herein: (1) it is the explicit intent and agrees thatacknowledgement of each party hereto that the Company has not made and are not making any representation or warranty whatsoever, (i) except as express or implied, other than those expressly set forth given in Articles II and III Section 2 of this Agreement, neither and without limiting the Sellers, the Company, nor any of their respective subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties of foregoing the Company or the Sellers, or any part thereof has not made and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did is not rely on any representation or warranty not contained in Articles II and III of this Agreement or any certificate delivered by the Company or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company or (b) is making any implied warranty or representation as to the post-Closing business, results of operations, financial condition or prospects of the Company, the Subsidiary, the New Subsidiary, any PRC Entity or the Business, or as to the post-Closing value, condition, merchantability or suitability as to any of the assets or properties of the Company, the Subsidiary, the New Subsidiary, any PRC Entity or the Business; and the Investor is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, representatives or agents of the Company, the Subsidiary, the New Subsidiary, or the PRC Entities, including any such statement, representation or warranty contained in any offering memorandum or any information, document or material made available to the Investor or its officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations or any other form in expectation of the transactions contemplated by this Agreement and the Related Agreements; and (2) the Investor has undertaken its own analyses and methodologies to value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and the Business, and in no event shall the Company be charged with knowledge of, or have responsibility for, such analyses or methodologies or the valuation resulting therefrom. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 2 OF THIS AGREEMENT, THE COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OR REPRESENTATION. 4. Representations and Warranties of the Investor and Investor Parent. The Sellers Investor and Investor Parent each hereby represents and warrants to the Company, the Subsidiary and the Company hereby acknowledge and agree that nothing in this Section 4.8 will limit in any way the representations and warranties of the Sellers or the Company made in Articles II and III of this Agreement or the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance Policy.New Subsidiary that:

No Implied Representations. Each Buyer Party acknowledges Notwithstanding anything to the contrary herein and agrees that, (i) except as expressly without in any way affecting Purchaser's right to rely on the accuracy and completeness of the representations and warranties set forth herein and in Articles II any agreement, certificate or other document delivered to Purchaser pursuant to Section 1.2(A) of this Agreement: (1) it is the explicit intent of each party hereto that the Sellers have not made and III are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, or in any agreement, certificate or other document delivered to Purchaser pursuant to Section 1.2(A) of this Agreement, neither the Sellersincluding, the Companybut not limited to, nor any of their respective subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties of the Company or the Sellers, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement or any certificate delivered by the Company or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer Party acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company or (b) is making any implied warranty or representation as to the post-Closing business, results of operations, financial condition or prospects of any Company or the Businesses, or as to the post-Closing value, condition, merchantability or suitability as of any Company, such Company's post-Closing Business, the post-Closing US Business, the post-Closing UK Business or the post-Closing German Business; and the Purchaser is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any Seller or any Company or their respective Affiliates, representatives or agents, including any such statement, representation or warranty contained in any offering memorandum or any information, document or material made available to the Purchaser or its Affiliates, representatives or agents in certain "data rooms", management presentations or any other form in expectation of the assets or properties of the Company. The Sellers transactions contemplated by this Agreement and the Company hereby acknowledge Additional Transfer Documents and agree that nothing in this Section 4.8 will limit in any way Ancillary Agreements, except for the representations and warranties expressly set forth in this Agreement , or in any agreement, certificate or other document delivered to Purchaser pursuant to Section 1.2(A) of this Agreement; and (2) the Purchaser has undertaken its own analyses and methodologies to value the Businesses of the Companies, the US Business, the UK Business, the German Business and the Shares, and in no event shall the Sellers be charged with knowledge of, or have responsibility for, such analyses or methodologies or the Company made in Articles II and III of this Agreement or the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance Policyvaluation resulting therefrom. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 3.1 OF THIS AGREEMENT, THE SELLERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION.

No Implied Representations. Each Buyer Party acknowledges and agrees that, (i) Transferees acknowledge that except as expressly set forth in Articles II this Agreement and III of this Agreementin the documents and instruments delivered by Transferors at the Closing, neither the Sellers, the Company, Transferor nor any of their respective subsidiaries, Affiliates, Representatives agent or representative or purported Representatives agent or representative of either Transferor has made, and neither Transferor is liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or warranties information (including any information set forth in offering materials heretofore furnished to Transferees) pertaining to the businesses or properties of the Company or the Sellers, Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof and (ii) all or of the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the same under applicable zoning or other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement laws or any certificate delivered by other matter or thing with respect thereto, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Company or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this AgreementClosing Date. Without limiting the foregoing, each Buyer Party acknowledges Transferees acknowledge and agrees agree that, except as expressly set forth in this AgreementAgreement and in the documents delivered by Transferors at the Closing, no Seller neither Transferor is liable for or bound by (aand Transferees have not relied upon) has made any representations verbal or warranties with respect to financial projectionswritten statements, financial models representations, real estate brokers' "set-ups" or forecasts regarding offering materials or any other information respecting the Company Mall furnished by either Transferor or (b) is making any implied warranty broker, employee, agent, consultant or representation as to condition, merchantability other person representing or suitability as to any of the assets or properties of the Companypurportedly representing either Transferor. The Sellers and the Company hereby acknowledge and agree that nothing Nothing contained in this Section 4.8 will 8.01 shall be deemed to impair, limit or otherwise affect Transferees' rights under this Agreement in any way the representations and warranties respect of the Sellers or representations, warranties and covenants of Transferors set forth in this Agreement and the Company made in Articles II and III other provisions hereof binding upon Transferors. The provisions of this Agreement or Section 8.01 shall survive the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance PolicyClosing.

No Implied Representations. Each Buyer Party acknowledges Purchaser represents, warrants and agrees that, (i) that Purchaser has examined and understands the operation and/or condition of the Property, (ii) that Purchaser has made such examination of the operation, income and expenses of the Property, as well as all other matters and documents affecting or relating to this transaction, as Purchaser deemed necessary, and (iii) that, except for the express representations and warranties of Seller set forth in this Agreement, neither Seller nor its affiliates, or any employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or its affiliates have made any verbal or written representations, warranties or statements of any nature or kind whatsoever to Purchaser, whether expressed or implied, and, in particular, but except as expressly provided herein, no representations or warranties have been made with respect to (a) the physical condition or operation of the Property (including, without limitation, (I) the absence or presence of hazardous substances at, in or adjacent to the Property, or (II) the compliance of the Property with applicable legal or insurance requirements regarding hazardous substances), (b) the revenues and expenses of the Property, (c) the zoning and other laws, regulations and rules applicable to the Property or the compliance of the Property therewith, (d) the Third- Party Contracts, and the Contract Rights, (e) the occupancy of the Real Estate or any part thereof, (f) the quantity, quality or condition of the Fixtures, or (g) any other matter or thing affecting or related to the Property or the transactions contemplated hereby, except as and solely to the extent expressly set forth in Articles II and III of this Agreement. Purchaser agrees that Seller shall not be bound in any manner whatsoever by any guarantees, neither the Sellerspromises, the Companyprojections, nor any of their respective subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties other information pertaining to the businesses Property made, furnished or properties of the Company claimed to have been made or the Sellers, furnished by Seller or any part thereof and (ii) all other representations and warranties affiliates, employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement Seller or any certificate delivered by the Company broker, whether verbally or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer Party acknowledges and agrees thatwriting, except as expressly set forth in this Agreement. Purchaser acknowledges and agrees that, no Seller (a) has made any representations or warranties except as otherwise expressly provided in this Agreement, Purchaser agrees to take the Property on an "as is, where-is" basis, with respect to financial projectionsall faults, financial models or forecasts regarding the Company or (b) is making any implied warranty or representation as to in substantially its present condition, merchantability or suitability as subject to ordinary use, wear and tear and natural deterioration and any of Space Lease Action (hereinafter defined) between the assets or properties of the Company. The Sellers date hereof and the Company hereby acknowledge Closing and agree that nothing subject to casualty and condemnation to the extent provided in this Section 4.8 will limit in Agreement. Purchaser hereby waives, to the extent permitted by law, any way the representations and warranties of the Sellers or the Company made in Articles II and III of this Agreement or the Buyer’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and by the R&W Insurance Policyall implied warranties.

No Implied Representations. Each Buyer Party PropCo acknowledges that it is familiar with the Company and the Property and has had the opportunity, directly or through its Representatives, to inspect the assets of the Company, including the Property, and to conduct due diligence activities. PropCo further acknowledges and agrees that, (i) except as expressly set forth in Articles Article II and III or the Real Estate Purchase Agreement none of this Agreement, neither the Sellers, the CompanySeller Parties, nor any of their its respective subsidiariesSubsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties of the Company or the SellersSeller Parties, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party PropCo did not rely on any representation or warranty not contained in Articles Article II and III of this or the Real Estate Purchase Agreement or any certificate delivered by the Company Seller or any officer thereof pursuant to Section 6.2 hereof or the Real Estate Purchase Agreement when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Real Estate Purchase Agreement. Without limiting the foregoing, each Buyer Party PropCo acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the Company. The Sellers Seller hereby acknowledges and the Company hereby acknowledge and agree agrees that nothing in this Section 4.8 4.7 will limit in any way the representations and warranties of the Sellers Seller made in Article II or the Company made in Articles II and III of this Real Estate Purchase Agreement or the BuyerPropCo’s rights to indemnification or other remedies for any breach of the same as contemplated hereby and or thereby. Notwithstanding any provision of this Agreement to the contrary, nothing in this Section 4.7 shall limit any rights or remedies of PropCo in the case of Fraud by the R&W Insurance Policyany Seller.

No Implied Representations. Each Buyer Party Purchaser acknowledges and agrees that, (i) that except as expressly set forth in Articles II this Agreement and III of this Agreementin the documents and instruments delivered by the Sellers at the Closing, neither the Sellers, the Company, Sellers nor any of their respective subsidiariesaffiliate, Affiliates, Representatives agent or representative or purported Representatives agent or representative of the Sellers has made, and the Sellers and such other persons and entities are not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or warranties pertaining to information (including, without limitation, any information set forth in that certain Confidential Information Memorandum prepared by Xxxxxxx and any supplements thereto or changes therein, the businesses or properties of the Company or the SellersEnvironmental Report, or any part other offering materials heretofore furnished to Purchaser) pertaining to (a) the Membership Interests; (b) Owner or the assets and liabilities (including contingent liabilities) thereof; or (c) the Property, the physical condition thereof, environmental matters, the income, expenses or operation thereof and (ii) all or the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the Property under applicable zoning or other representations and warranties of any kind or nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of this Agreement laws or any certificate delivered by other matter or thing with respect to the Company Property, including, without limitation, any existing or any officer thereof pursuant to Section 6.2 hereof when making its decision to enter into this Agreement and will not rely on any such representation prospective Leases, the REA or warranty in deciding to consummate the transactions contemplated by this AgreementOther Agreements. Without limiting the foregoing, each Buyer Party Purchaser acknowledges and agrees that, except as expressly set forth in this AgreementAgreement and in the documents and instruments delivered by the Sellers at the Closing, no Seller the Sellers are not liable for or bound by (aand Purchaser has not relied upon) has made any representations verbal or warranties written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Membership Interests, Owner or the Property furnished by the Sellers or any broker, employee, agent, consultant or other person representing or purportedly representing the Sellers. If the Sellers or its agents have delivered or hereafter deliver to Purchaser or its agents any information, report, survey, analysis or similar documentation prepared by a third party unrelated to the Sellers, the Sellers neither expressly nor impliedly warrant or represent to Purchaser the truth, accuracy or completeness thereof and expressly disclaim any liability whatsoever with respect thereto or any obligation independently to financial projectionsinvestigate the matters contained therein; and Purchaser hereby acknowledges that the Sellers have or are providing such information, financial models reports, surveys, analysis or forecasts regarding other third-party documents to Purchaser as an accommodation only and that Purchaser shall be responsible for the Company or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the Companyverification and review thereof. The Sellers and the Company hereby acknowledge and agree that nothing Nothing contained in this Section 4.8 will 8.1 shall be deemed to impair, limit or otherwise affect Purchaser's rights under this Agreement in any way respect of the express representations and warranties of the Sellers or set forth in this Agreement and the Company made in Articles II and III other provisions hereof binding upon the Sellers. The provisions of this Agreement Section 8.1 shall survive the Closing or the Buyer’s rights to indemnification or other remedies for any breach termination of the same as contemplated hereby and by the R&W Insurance Policythis Agreement.