Common use of No Implied Representations Clause in Contracts

No Implied Representations. Buyer acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, none of Starwood, ITT, Sheraton, SGC, SDIC, or 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 Assets or any part 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 laws or any other matter or thing with respect thereto, including any existing or prospective Permits. Without limiting the foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by or for Seller at the Closing, Seller is not liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing any of the foregoing. Nothing contained in this Section 6.2 shall be deemed to impair, limit or otherwise affect any rights of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on Seller.

No Implied Representations. Each Buyer Party acknowledges that and agrees that, (i) except as expressly set forth in Articles II and III of this Agreement and in Agreement, neither the documents and instruments delivered by Seller at Sellers, the ClosingCompany, none of Starwood, ITT, Sheraton, SGC, SDIC, or nor any of their respective parents, subsidiaries, affiliatesAffiliates, agents or representatives Representatives or purported agents or representatives 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 warranties pertaining to the Assets businesses or properties of the Company or the Sellers, or any part thereof, the physical condition thereof, environmental matters, the income, expenses thereof and (ii) all other representations and warranties of any kind or operation thereof, the financial prospects for the Business, the uses which can be lawfully made nature are specifically disclaimed and each Buyer Party did not rely on any representation or warranty not contained in Articles II and III of the Assets under applicable zoning or other laws this Agreement or any other matter certificate delivered by the Company or thing with respect thereto, including any existing 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 prospective Permitswarranty 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 and in Agreement, no Seller (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the documents and instruments delivered by Company or for Seller at the Closing(b) is making any implied warranty or representation as to condition, Seller is not liable for merchantability or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing suitability as to any of the foregoingassets or properties of the Company. Nothing contained The Sellers and the Company hereby acknowledge and agree that nothing in this Section 6.2 shall be deemed to impair, 4.8 will limit in any way the representations and warranties of the Sellers or otherwise affect any rights the Company made in Articles II and III of Buyer under this Agreement in respect or the Buyer’s rights to indemnification or other remedies for any breach of the representations, warranties same as contemplated hereby and covenants of Seller set forth in this Agreement and by the other provisions hereof binding on SellerR&W Insurance Policy.

No Implied Representations. Buyer acknowledges Transferees acknowledge that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller Transferors at the Closing, none of Starwood, ITT, Sheraton, SGC, SDIC, neither Transferor nor any agent or any of their respective parents, subsidiaries, affiliates, agents or representatives representative or purported agents agent or representatives representative of either Transferor has made, and none of the foregoing entities or Persons neither Transferor is liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including any information set forth in offering materials heretofore furnished to Transferees) pertaining to the Assets Mall or any part thereof, the physical condition thereof, environmental matters, the income, expenses or operation thereof, thereof or of the financial prospects for the BusinessPersonal Property or Intangible Personal Property, the uses which can be lawfully made of the Assets same under applicable zoning or other laws or any other matter or thing with respect thereto, including any existing or prospective PermitsLeases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Buyer acknowledges Transferees acknowledge and agrees agree that, except as expressly set forth in this Agreement and in the documents and instruments delivered by or for Seller Transferors at the Closing, Seller neither Transferor is not liable for or bound by (and Buyer has Transferees have not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers brokers' "setupsset-ups" or offering materials or any other information respecting any or all of the Assets Mall furnished by Starwood, ITT, Sheraton, SGC, SDIC either Transferor or any affiliatebroker, representative employee, agent, consultant or other person representing or purportedly representing any of the foregoingeither Transferor. Nothing contained in this Section 6.2 8.01 shall be deemed to impair, limit or otherwise affect any Transferees' rights of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller Transferors set forth in this Agreement and the other provisions hereof binding on Sellerupon Transferors. The provisions of this Section 8.01 shall survive the Closing.

No Implied Representations. Buyer The Transferee acknowledges and agrees that: (i) other than the representations and warranties of Transferor specifically contained in this Article III, there are no representations or warranties of the Transferor for the benefit of the Transferee, and the Transferor hereby disclaims all other representations and warranties for the benefit of the Transferee, whether express, statutory or implied, in connection with this Sale and Contribution Agreement or the other Transaction Documents, including with respect to the Retained Royalty Payments, the Counterparty Agreement, the Products and data relating to the Products including patents and patent applications and other intellectual property owned by the Counterparty, and (ii) the Transferee does not rely on, and the Transferor shall have no liability in respect of, any representation or warranty not specifically set forth in this Article III. Without limiting the foregoing, the Transferee acknowledges and agrees that (a)(i) the Counterparty Agreement generally imposes confidentiality obligations on information relating to or generated in connection with those agreements and performance thereunder, and, accordingly, the Transferee has made its own investigation and assessment of the Retained Royalty Payments, the Products and data relating to the Products including patents and patent applications and other intellectual property owned by the Counterparty, and (ii) the Transferee is not relying on, and shall have no remedies in respect of, any implied warranties whatsoever, including as to the future amount or potential amount of the Retained Royalty Payments, the creditworthiness of the Counterparty or any of its “Affiliates” (as defined for this purpose in the Counterparty Agreement) or any other matter, and (b) except as expressly set forth in any representation or warranty in this Article III, the Transferor shall have no liability to the Transferee for losses or damages pursuant to this Sale and Contribution Agreement and in (or otherwise) with respect to any information, documents or materials furnished or made available to the documents and instruments delivered by Seller at the Closing, none of Starwood, ITT, Sheraton, SGC, SDIC, Transferee or any of their respective parents, subsidiaries, affiliates, agents or representatives or purported agents or representatives has made, and none of its “Affiliates” (as defined for this purpose in the foregoing entities or Persons is liable for or bound Counterparty Agreement) in any presentation, interview or in any other form or manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining relating to the Assets or any part thereofthis Sale and Contribution Agreement, the physical condition thereof, environmental matters, other Transaction Documents or 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 laws or any other matter or thing with respect thereto, including any existing or prospective Permits. Without limiting the foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by or for Seller at the Closing, Seller is not liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing any of the foregoing. Nothing contained in this Section 6.2 shall be deemed to impair, limit or otherwise affect any rights of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on SellerCounterparty Agreement.

No Implied Representations. Buyer acknowledges Purchaser represents, warrants and agrees (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 this Agreement and in the documents and instruments delivered by Agreement. Purchaser agrees that Seller at the Closing, none of Starwood, ITT, Sheraton, SGC, SDIC, or 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 shall not be bound in any manner by, whatsoever by any express or implied warranties, guarantiesguarantees, promises, statementsprojections, inducements, representations or other information pertaining to the Assets Property made, furnished or claimed to have been made or furnished by Seller or any part thereofaffiliates, the physical condition thereofemployees, environmental mattersagents, the incomeattorneys, expenses partners, members, officers, directors, advisors or operation thereof, the financial prospects for the Business, the uses which can be lawfully made property manager of the Assets under applicable zoning or other laws Seller or any other matter broker, whether verbally or thing with respect thereto, including any existing or prospective Permits. Without limiting the foregoing, Buyer acknowledges and agrees thatin writing, except as expressly set forth in this Agreement Agreement. Purchaser acknowledges and in the documents and instruments delivered by or for Seller at the Closingagrees that, Seller is not liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing any of the foregoing. Nothing contained except as otherwise expressly provided in this Section 6.2 shall be deemed Agreement, Purchaser agrees to impairtake the Property on an "as is, limit or otherwise affect where-is" basis, with all faults, in substantially its present condition, subject to ordinary use, wear and tear and natural deterioration and any rights of Buyer under this Agreement in respect of Space Lease Action (hereinafter defined) between the representations, warranties date hereof and covenants of Seller set forth the Closing and subject to casualty and condemnation to the extent provided in this Agreement Agreement. Purchaser hereby waives, to the extent permitted by law, any and the other provisions hereof binding on Sellerall implied warranties.

No Implied Representations. Buyer acknowledges that except Notwithstanding anything to the contrary contained herein (i) 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 3 and 4 of this Agreement, 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 in (ii) the documents Company and instruments delivered the Sellers disclaim, on behalf of the Company, the Sellers, and their respective Affiliates any other representations or warranties, whether made by Seller at the ClosingCompany, none of Starwood, ITT, Sheraton, SGC, SDIC, the Sellers or any of their respective parents, subsidiaries, affiliates, agents Affiliates or representatives or purported agents any other Person; and (iii) the Company and the Sellers disclaim, on behalf of the Company, the Sellers, and their respective Affiliates and representatives, all liability and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or representatives has madenot contained in this Agreement, in the Disclosure Schedule and none of the foregoing entities or Persons is liable for or bound other schedules attached to this Agreement and/or in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining certificate furnished by the Company and/or the Sellers pursuant to the Assets or any part 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 laws or any other matter or thing with respect thereto, including any existing or prospective Permitsthis Agreement. Without limiting the foregoing, Buyer The Sellers acknowledges and agrees that, except as expressly that the Purchaser has based its decision to consummate the transactions contemplated hereby solely pursuant to the representations and warranties of the Sellers and the Company set forth in this Agreement 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 (and not otherwise disclosed in the documents and instruments delivered by or for Seller at Disclosure Schedule in the Closingmanner set forth herein) shall in any way limit its rights to indemnification pursuant to Article 9. To the Purchaser’s Knowledge, Seller is not liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all as of the Assets furnished by Starwooddate hereof, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing any of the foregoing. Nothing contained in this Section 6.2 shall be deemed Purchaser has no known basis for filing a claim pursuant to impair, limit or otherwise affect any rights of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on SellerArticle 9.

No Implied Representations. Buyer acknowledges that The Buyers acknowledge and agree that, (a) except as expressly set forth in Article II and Section 8.19(b) of this Agreement and in Agreement, neither the documents and instruments delivered by Seller at Sellers, the ClosingCompanies, none of Starwood, ITT, Sheraton, SGC, SDIC, or nor any of their respective parents, subsidiaries, affiliatesAffiliates, agents or representatives Representatives or purported agents or representatives 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 warranties pertaining to the Assets businesses or properties of the Companies or the Sellers, or any part thereofthereof and (b) all other representations and warranties of any kind or nature are specifically disclaimed and the Buyers did not rely on any representation or warranty not contained in Article II or Section 8.19(b) of this Agreement, 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 laws any ancillary document entered into in connection with this Agreement or any other matter certificate delivered in connection with this Agreement when making its decision to enter into this Agreement and shall not rely on any such representation or thing with respect thereto, including any existing or prospective Permitswarranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and in Agreement, no Seller or Company (i) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the documents and instruments delivered by Companies or for Seller at the Closing(ii) is making any implied warranty or representation as to condition, Seller is not liable for merchantability or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing suitability as to any of the foregoingassets or properties of the Companies. Nothing contained The Sellers and the Companies hereby acknowledge and agree that nothing in this Section 6.2 3.7 shall be deemed to impairaffect or limit in any way the representations and warranties of the Sellers, limit the Companies or otherwise affect Parent made in Article II or Section 8.19(b) of this Agreement, any rights of Buyer under ancillary document entered into in connection with this Agreement or any certificate delivered in connection with this Agreement or the Buyers’ right to rely upon and seek indemnification or other remedies in the case of fraud or with respect to a breach of or inaccuracy in the representations, representations and warranties and covenants of Seller set forth in Article II or Section 8.19(b), any ancillary document entered into in connection with this Agreement and the other provisions hereof binding on Selleror any certificate delivered in connection with this Agreement.

No Implied Representations. Buyer acknowledges that and agrees that, except as expressly set forth in Articles II and III of this Agreement and in Agreement, neither the documents and instruments delivered by Seller at Sellers, the ClosingCompany, none of Starwoodthe Company Subsidiaries, ITT, Sheraton, SGC, SDIC, or nor any of their respective parentsSubsidiaries, subsidiariesAffiliates, affiliates, agents or representatives Representatives or purported agents or representatives Representatives has made, and and, except to the extent set forth in this Agreement, including Article VIII hereof, none of the foregoing entities or Persons is liable for for, or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the Assets businesses or properties of the Company or the Company Subsidiaries, or any part 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 laws or any other matter or thing with respect thereto, including any existing or prospective Permits. Without limiting the foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and in Agreement, neither the documents and instruments delivered by Company nor any Seller (a) has made any representations or for Seller at warranties with respect to financial projections or, financial models regarding the ClosingCompany or the Company Subsidiaries or (b) is making any implied warranty or representation as to condition, Seller is not liable for merchantability or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing suitability as to any of the foregoing. Nothing contained in this Section 6.2 shall be deemed to impair, limit assets or otherwise affect any rights of Buyer under this Agreement in respect properties of the representationsCompany or the Company Subsidiaries. Buyer acknowledges that it is familiar with the Purchased Companies and the Property and has had the opportunity, warranties directly or through its Representatives, to inspect the assets of the Purchased Companies, including the Real Property, and covenants to conduct due diligence activities. Without limitation of Seller the foregoing, Buyer acknowledges that 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 Article VI hereof. Subject solely to the representations and warranties 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 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 or Representative of the Sellers, or any salesperson or broker (if any) involved in this transaction as to the assets of the Purchased Companies, including the Real Property and 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 other provisions hereof binding on Sellerextent arising from Actual Fraud.

No Implied Representations. Buyer Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, none of Starwood, ITT, Sheraton, SGC, SDIC, neither Seller nor any agent or any of their respective parents, subsidiaries, affiliates, agents or representatives representative or purported agents agent or representatives representative of Seller has made, and none of the foregoing entities or Persons Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including any information set forth in the Due Diligence Materials heretofore furnished to Purchaser) pertaining to the Assets Property or any part thereof, the physical condition thereof, environmental matters, the income, expenses or operation thereof, thereof or of the financial prospects for the BusinessPersonal Property or Intangible Personal Property, the uses which can be lawfully made of the Assets same under applicable zoning or other laws or any other matter or thing with respect thereto, including any existing or prospective PermitsLeases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Buyer Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by or for Seller at the Closing, Seller is not liable for or bound by (and Buyer Purchaser has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" brokers’ “set-ups” or offering materials (including the Offering Package) or any other information respecting any or all of the Assets Property furnished by Starwood, ITT, Sheraton, SGC, SDIC Seller or any affiliatebroker, representative employee, agent, consultant or other person representing or purportedly representing Seller. Purchaser shall have no right to terminate this Agreement based on (i) any change, or 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 its existing and new development competitors, 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 impact of the foregoingconsummation of this transaction on the assessed value of the Property, (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. Nothing contained in this Section 6.2 11.01 shall be deemed to impair, limit or otherwise affect any Purchaser’s rights of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on upon Seller. The provisions of this Section 11.01 shall survive the Closing.

No Implied Representations. Buyer Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller the Sellers at the Closing, none of Starwoodneither the Sellers nor any affiliate, ITT, Sheraton, SGC, SDIC, agent or any of their respective parents, subsidiaries, affiliates, agents or representatives representative or purported agents agent or representatives representative of the Sellers has made, and none of the foregoing Sellers and such other persons and entities or Persons is are not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or 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 Environmexxxx Xxport, or any other offering materials heretofore furnished to Purchaser) pertaining to (a) the Assets Membership Interests; (b) Owner or any part the assets and liabilities (including contingent liabilities) thereof; or (c) the Property, the physical condition thereof, environmental matters, the income, expenses or operation thereof, thereof or the financial prospects for the BusinessPersonal Property or Intangible Personal Property, the uses which can be lawfully made of the Assets Property under applicable zoning or other laws or any other matter or thing with respect theretoto the Property, including including, without limitation, any existing or prospective PermitsLeases, the REA or Other Agreements. Without limiting the foregoing, Buyer Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by or for Seller the Sellers at the Closing, Seller is the Sellers are not liable for or bound by (and Buyer Purchaser has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers brokers' "setupsset-ups" or offering materials or any other information respecting any the Membership Interests, Owner or all of the Assets Property furnished by Starwood, ITT, Sheraton, SGC, SDIC the Sellers or any affiliatebroker, representative 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 of information, report, survey, analysis or similar documentation prepared by a third party unrelated to the foregoingSellers, 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 investigate the matters contained therein; and Purchaser hereby acknowledges that the Sellers have or are providing such information, reports, surveys, analysis or other third-party documents to Purchaser as an accommodation only and that Purchaser shall be responsible for the verification and review thereof. Nothing contained in this Section 6.2 8.1 shall be deemed to impair, limit or otherwise affect any Purchaser's rights of Buyer under this Agreement in respect of the representations, express representations and warranties and covenants of Seller the Sellers set forth in this Agreement and the other provisions hereof binding on Sellerupon the Sellers. The provisions of this Section 8.1 shall survive the Closing or any termination of this Agreement.

No Implied Representations. Buyer Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller the Sellers at the Closing, none of Starwoodneither the Sellers nor any affiliate, ITT, Sheraton, SGC, SDIC, agent or any of their respective parents, subsidiaries, affiliates, agents or representatives representative or purported agents agent or representatives representative of the Sellers has made, and none of the foregoing Sellers and such other persons and entities or Persons is are not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or 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 Environmental Report, or any other offering materials heretofore furnished to Purchaser) pertaining to (a) the Assets Membership Interests; (b) Owner or any part the assets and liabilities (including contingent liabilities) thereof; or (c) the Property, the physical condition thereof, environmental matters, the income, expenses or operation thereof, thereof or the financial prospects for the BusinessPersonal Property or Intangible Personal Property, the uses which can be lawfully made of the Assets Property under applicable zoning or other laws or any other matter or thing with respect theretoto the Property, including including, without limitation, any existing or prospective PermitsLeases, the REA or Other Agreements. Without limiting the foregoing, Buyer Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by or for Seller the Sellers at the Closing, Seller is the Sellers are not liable for or bound by (and Buyer Purchaser has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers brokers' "setupsset-ups" or offering materials or any other information respecting any the Membership Interests, Owner or all of the Assets Property furnished by Starwood, ITT, Sheraton, SGC, SDIC the Sellers or any affiliatebroker, representative 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 of information, report, survey, analysis or similar documentation prepared by a third party unrelated to the foregoingSellers, 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 investigate the matters contained therein; and Purchaser hereby acknowledges that the Sellers have or are providing such information, reports, surveys, analysis or other third-party documents to Purchaser as an accommodation only and that Purchaser shall be responsible for the verification and review thereof. Nothing contained in this Section 6.2 8.1 shall be deemed to impair, limit or otherwise affect any Purchaser's rights of Buyer under this Agreement in respect of the representations, express representations and warranties and covenants of Seller the Sellers set forth in this Agreement and the other provisions hereof binding on Sellerupon the Sellers. The provisions of this Section 8.1 shall survive the Closing or any termination of this Agreement.

No Implied Representations. Buyer acknowledges Purchaser represents, warrants and agrees (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 this Agreement and in the documents and instruments delivered by Agreement. Purchaser agrees that Seller at the Closing, none of Starwood, ITT, Sheraton, SGC, SDIC, or 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 shall not be bound in any manner by, whatsoever by any express or implied warranties, guarantiesguarantees, promises, statementsprojections, inducements, representations or other information pertaining to the Assets Property made, furnished or claimed to have been made or furnished by Seller or any part thereofaffiliates, the physical condition thereofemployees, environmental mattersagents, the incomeattorneys, expenses partners, members, officers, directors, advisors or operation thereof, the financial prospects for the Business, the uses which can be lawfully made property manager of the Assets under applicable zoning or other laws Seller or any other matter broker, whether verbally or thing with respect thereto, including any existing or prospective Permits. Without limiting the foregoing, Buyer acknowledges and agrees thatin writing, except as expressly set forth in this Agreement Agreement. Purchaser acknowledges and in the documents and instruments delivered by or for Seller at the Closingagrees that, Seller is not liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing any of the foregoing. Nothing contained except as otherwise expressly provided in this Section 6.2 shall be deemed Agreement, Purchaser agrees to impairtake the Property on an "as is, limit or otherwise affect where-is" basis, with all faults, in substantially its present condition, subject to ordinary use, wear and tear and natural deterioration and any rights of Buyer under this Agreement in respect of Space Lease Action (hereinafter defined) between the representations, warranties date hereof and covenants of Seller set forth the Closing and subject to casualty and condemnation to the extent provided in this Agreement Agreement. Purchaser hereby waives, to the extent permitted by law, any and the other provisions hereof binding on Sellerall implied warranties.

No Implied Representations. Buyer Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, none of Starwood, ITT, Sheraton, SGC, SDIC, neither Seller nor any agent or any of their respective parents, subsidiaries, affiliates, agents or representatives representative or purported agents agent or representatives representative of Seller has made, and none of the foregoing entities or Persons Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the Assets Mall or any part thereof, the physical condition thereof, environmental matters, the income, expenses or operation thereof, thereof or of the financial prospects for the BusinessPersonal Property or Intangible Personal Property, the uses which can be lawfully made of the Assets same under applicable zoning or other laws or any other matter or thing with respect thereto, including including, without limitation, any existing or prospective PermitsLeases, Operating Agreements or Other Agreements. Without limiting the foregoing, Buyer Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by or for Seller at the Closing, Seller is not liable for or bound by (and Buyer Purchaser has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers brokers' "setupsset-ups" or offering materials or any other information respecting any or all of the Assets Mall furnished by Starwood, ITT, Sheraton, SGC, SDIC Seller or any affiliatebroker, representative employee, agent, consultant or other person Person representing or purportedly representing any Seller. Purchaser acknowledges and agrees that its offer is based upon its own views and judgments regarding the Property's value and such judgments are not subject to Purchaser's due diligence review. Accordingly, Seller is entering into this Agreement based upon Purchaser's assurances that Purchaser has a well-informed opinion of the foregoingvalue of the Property. Nothing contained 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 provisions of this Section 6.2 8.1 shall be deemed to impair, limit or otherwise affect any rights of Buyer under this Agreement in respect of survive the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on SellerClosing.

No Implied Representations. Buyer acknowledges Notwithstanding anything to the contrary herein and 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 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 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, including, but not limited to, any such 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 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 transactions contemplated by this Agreement and the Additional Transfer Documents and Ancillary Agreements, except as for the representations and warranties expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, none of Starwood, ITT, Sheraton, SGC, SDICAgreement, or in any agreement, certificate or other document delivered to Purchaser pursuant to Section 1.2(A) of their respective parents, subsidiaries, affiliates, agents or representatives or purported agents or representatives this Agreement; and (2) the Purchaser has made, undertaken its own analyses and none methodologies to value the Businesses 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 Assets or any part thereofCompanies, the physical condition thereof, environmental matters, the income, expenses or operation thereof, the financial prospects for the US Business, the uses which can be lawfully made of UK Business, the Assets under applicable zoning or other laws or any other matter or thing with respect theretoGerman Business and the Shares, including any existing or prospective Permits. Without limiting the foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and in no event shall the documents and instruments delivered by Sellers be charged with knowledge of, or for Seller at have responsibility for, such analyses or methodologies or the Closingvaluation resulting therefrom. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 3.1 OF THIS AGREEMENT, Seller is not liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing any of the foregoing. Nothing contained in this Section 6.2 shall be deemed to impair, limit or otherwise affect any rights of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on SellerTHE SELLERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION.

No Implied Representations. Buyer Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller Equitable at the Closing, none of Starwood, ITT, Sheraton, SGC, SDIC, neither Equitable nor any agent or any of their respective parents, subsidiaries, affiliates, agents or representatives representative or purported agents agent or representatives representative of Equitable has made, and none of the foregoing entities or Persons Equitable is not liable for or bound in any manner by, any express or implied warranties, guarantiesguarantees, promises, statements, inducements, representations or information (including, without limitation, any information set forth in offering materials heretofore furnished to Purchaser) pertaining to the Assets Mall or any part thereof, the physical condition thereof, environmental matters, the income, expenses or operation thereof, thereof or of the financial prospects for the BusinessPersonal Property or Intangible Personal Property, the uses which can be lawfully made of the Assets same under applicable zoning or other laws or any other matter or thing with respect thereto, including including, without limitation, any existing or prospective PermitsLeases or Other Agreements. Without limiting the foregoing, Buyer Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by or for Seller Equitable at the Closing, Seller Equitable is not liable for or bound by (and Buyer Purchaser has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers brokers' "setupsset-ups" or offering materials or any other information respecting any or all of the Assets Mall furnished by Starwood, ITT, Sheraton, SGC, SDIC Equitable or any affiliatebroker, representative employee, agent, consultant or other person representing or purportedly representing any of the foregoingEquitable. Nothing contained in this Section 6.2 8.01 shall be deemed to impair, limit or otherwise affect any Purchaser's rights of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller Equitable set forth in this Agreement and the other provisions hereof binding on Sellerupon Equitable.

No Implied Representations. Buyer acknowledges Notwithstanding anything to the contrary herein and 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 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 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, including, but not limited to, any such 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 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 transactions contemplated by this Agreement and the Additional Transfer Documents and Ancillary Agreements, except as for the representations and warranties expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, none of Starwood, ITT, Sheraton, SGC, SDIC, or in any agreement, certificate or other document delivered to Purchaser pursuant to Section 1.2(A) of their respective parents, subsidiaries, affiliates, agents or representatives or purported agents or representatives this Agreement; and (2) the Purchaser has made, undertaken its own analyses and none methodologies to value the Businesses 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 Assets or any part thereofCompanies, the physical condition thereof, environmental matters, the income, expenses or operation thereof, the financial prospects for the US Business, the uses which can be lawfully made of UK Business, the Assets under applicable zoning or other laws or any other matter or thing with respect theretoGerman Business and the Shares, including any existing or prospective Permits. Without limiting the foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and in no event shall the documents and instruments delivered by Sellers be charged with knowledge of, or for Seller at have responsibility for, such analyses or methodologies or the Closingvaluation resulting therefrom. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 3.1 OF THIS AGREEMENT, Seller is not liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing any of the foregoing. Nothing contained in this Section 6.2 shall be deemed to impair, limit or otherwise affect any rights of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on SellerTHE SELLERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION.

No Implied Representations. Buyer acknowledges that Buyers acknowledge and agree that, (i) except as expressly set forth in Article II of this Agreement and in Agreement, neither the documents and instruments delivered by Seller at Sellers, the ClosingCompanies, none of Starwood, ITT, Sheraton, SGC, SDIC, or nor any of their respective parents, subsidiaries, affiliatesAffiliates, agents or representatives Representatives or purported agents or representatives 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 warranties pertaining to the Assets businesses or properties of the Companies or the Sellers, or any part thereofthereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and Buyers did not rely on any representation or warranty not contained in Article II of this Agreement, 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 laws any ancillary document entered into in connection with this Agreement or any other matter certificate delivered in connection with this Agreement when making its decision to enter into this Agreement and will not rely on any such representation or thing with respect thereto, including any existing or prospective Permitswarranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and in Agreement, no Seller or Company (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the documents and instruments delivered by Companies or for Seller at the Closing(b) is making any implied warranty or representation as to condition, Seller is not liable for merchantability or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing suitability as to any of the foregoingassets or properties of the Companies. Nothing contained The Sellers and the Companies hereby acknowledge and agree that nothing in this Section 6.2 shall be deemed to impair3.8 will affect or limit in any way the representations and warranties of the Sellers or the Companies made in Article II of this Agreement, limit or otherwise affect any rights of Buyer under ancillary document entered into in connection with this Agreement or any certificate delivered in connection with this Agreement or Buyers’ right to rely upon and seek indemnification or other remedies in the case of fraud or with respect to a breach of or inaccuracy in the representations, representations and warranties and covenants of Seller set forth in Article II, any ancillary document entered into in connection with this Agreement and the other provisions hereof binding on Selleror any certificate delivered in connection with this Agreement.

No Implied Representations. Buyer acknowledges Notwithstanding anything to the contrary herein: (1) it is the explicit intent and acknowledgement of each party hereto that except the Company has not made and are not making any representation or warranty whatsoever, express or implied, other than those expressly given in Section 2 of this Agreement, and without limiting the foregoing the Company has not made and is not making any implied warranty or representation as expressly set forth in this Agreement and in to the documents and instruments delivered by Seller at post-Closing business, results of operations, financial condition or prospects of the ClosingCompany, none of Starwoodthe Subsidiary, ITTthe New Subsidiary, Sheraton, SGC, SDICany PRC Entity or the Business, or as to the post-Closing value, condition, merchantability or suitability of the Company, the Subsidiary, the New Subsidiary, any of their respective parentsPRC Entity or the Business; and the Investor is not relying on any other statement, subsidiariesrepresentation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, agents or representatives or purported agents or representatives has made, and none of the foregoing entities Company, the Subsidiary, the New Subsidiary, or Persons is liable for the PRC Entities, including any such statement, representation or bound warranty contained in any manner byoffering memorandum or any information, any express document or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining material made available to the Assets Investor or any part thereofits officers, the physical condition thereofdirectors, environmental mattersemployees, the incomeaffiliates, expenses representatives or operation thereofagents within due diligence materials, the financial prospects for the Business, the uses which can be lawfully made of the Assets under applicable zoning or other laws management presentations or any other matter or thing with respect thereto, including any existing or prospective Permits. Without limiting the foregoing, Buyer acknowledges and agrees that, except as expressly set forth form in this Agreement and in the documents and instruments delivered by or for Seller at the Closing, Seller is not liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all expectation of the Assets furnished transactions contemplated by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing any of the foregoing. Nothing contained in this Section 6.2 shall be deemed to impair, limit or otherwise affect any rights of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on Seller.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 Investor and Investor Parent each hereby represents and warrants to the Company, the Subsidiary and the New Subsidiary that:

No Implied Representations. Buyer acknowledges (a) Parent and Merger Subs acknowledge and agree (for itself and on behalf of their Affiliates) that except as (i) the representations and warranties of Seller and the Companies expressly set forth in Article 4 and Article 5 or in any Transaction Document constitute the sole and exclusive representations and warranties of Seller and the Companies or any of their respective businesses, prospects 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 information 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 unless and to the extent any such materials or information is covered by any express representation or warranty set forth in this Agreement or in any Transaction Document, and (iii) except for the subject matter covered in Article 4 and Article 5 or the documents representations and instruments delivered by warranties in any Transaction Document, neither Seller, the Companies nor any current or former shareholder (other than Seller at as a shareholder of the ClosingCompanies), none director, officer, employee, Affiliate or other Representative of Starwoodthe Seller or the Companies has made and is not making, ITTand neither Parent nor Merger Subs are relying upon, Sheratonany representations or warranties whatsoever regarding Seller or the Acquired Companies or the subject matter of this Agreement or any Transaction Document, SGC, SDIC, express or implied. (b) Seller and the Companies acknowledge and agree (for itself and on behalf of their Affiliates) that (i) the representations and warranties of Parent and Merger Subs expressly set forth in Article 6 or in any Transaction Document constitute the sole and exclusive representations and warranties of Parent and Merger Subs or any of their respective parentsbusinesses, subsidiariesprospects or operations or otherwise in connection with this Agreement, affiliates(ii) any estimate, agents or representatives or purported agents or representatives has madeprojection, and none of the foregoing entities or Persons is liable for or bound in any manner byprediction, any express or implied warrantiesdata, guarantiesfinancial information, promisesmemorandum, statements, inducements, representations or information pertaining to the Assets or any part 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 laws presentation or any other matter materials or thing with respect theretoinformation provided or addressed to Seller or the Companies or any of their Affiliates or the Representatives of any of the foregoing, including any existing materials or prospective Permits. Without limiting information made available in the foregoingelectronic data room hosted by or on behalf of Parent in connection with the transactions contemplated hereby or in connection with presentations by Parent’s management, Buyer acknowledges are not and agrees that, except as expressly shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the covered by any express representation or warranty set forth in this Agreement or in any Transaction Document, and (iii) except for the subject matter covered in Article 6 or the documents representations and instruments delivered by warranties in any Transaction Document, neither Parent, Merger Subs nor any current or for Seller at former shareholder (other than Parent as a shareholder of Merger Subs), director, officer, employee, Affiliate or other Representative of the Closing, Seller Parent or Merger Subs has made and is not liable for making, and neither Seller nor the Companies are relying upon, any representations or bound by (and Buyer has not relied upon) any verbal warranties whatsoever regarding Parent or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers Merger Subs or real estate brokers "setups" or offering materials the subject matter of this Agreement or any other information respecting any Transaction Document, express or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing any of the foregoing. Nothing contained in this Section 6.2 shall be deemed to impair, limit or otherwise affect any rights of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on Sellerimplied.

No Implied Representations. Buyer 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 Article II or the Real Estate Purchase Agreement none of Seller Parties, nor any of its respective Subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties of the Company or Seller Parties, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and PropCo did not rely on any representation or warranty not contained in Article II or the Real Estate Purchase Agreement or any certificate delivered by 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 in the documents and instruments delivered by Seller at the Closing, none of Starwood, ITT, Sheraton, SGC, SDIC, or 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 Assets or any part 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 laws or any other matter or thing with respect thereto, including any existing or prospective PermitsReal Estate Purchase Agreement. Without limiting the foregoing, Buyer PropCo acknowledges and agrees that, except as expressly set forth in this Agreement and in Agreement, no Seller (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the documents and instruments delivered by Company or for Seller at the Closing(b) is making any implied warranty or representation as to condition, Seller is not liable for merchantability or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing suitability as to any of the foregoingassets or properties of the Company. Nothing contained Seller hereby acknowledges and agrees that nothing in this Section 6.2 4.7 will limit in any way the representations and warranties of Seller made in Article II or the Real Estate Purchase Agreement or PropCo’s rights to indemnification or other remedies for any breach of the same as contemplated hereby or thereby. Notwithstanding any provision of this Agreement to the contrary, nothing in this Section 4.7 shall be deemed to impair, limit or otherwise affect any rights or remedies of Buyer under this Agreement PropCo in respect the case of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on Fraud by any Seller.

No Implied Representations. Buyer acknowledges that and agrees that, except as expressly set forth in Article II of this Agreement and in Agreement, neither Seller, the documents and instruments delivered by Seller at Company, the ClosingCompany Subsidiaries, none of Starwood, ITT, Sheraton, SGC, SDIC, or nor any of their respective parentsSubsidiaries, subsidiariesAffiliates, affiliates, agents or representatives Representatives or purported agents or representatives Representatives has made, and and, except to the extent set forth in this Agreement, including Article VII hereof, none of the foregoing entities or Persons is liable for for, or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the Assets businesses or properties of the Company or the Company Subsidiaries, or any part 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 laws or any other matter or thing with respect thereto, including any existing or prospective Permits. Without limiting the foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by or for Seller at the ClosingAgreement, Seller is not liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all none of the Assets furnished by StarwoodCompany, ITTany Company Subsidiary, SheratonSeller, SGCnor any of their respective Subsidiaries, SDIC Affiliates, Representatives or purported Representatives (a) has made any affiliaterepresentations or warranties with respect to financial projections or, representative financial models regarding the Company or other person representing the Company Subsidiaries or purportedly representing (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the foregoing. Nothing contained in this Section 6.2 shall be deemed to impair, limit assets or otherwise affect any rights of Buyer under this Agreement in respect properties of the representationsCompany or the Company Subsidiaries. Buyer acknowledges that it is familiar with the Purchased Companies and the Real Property and has had the opportunity, warranties directly or through its Representatives, to inspect the assets of the Purchased Companies, including the Real Property, and covenants to conduct due diligence activities. Without limitation of Seller the foregoing, Buyer acknowledges that 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 Article V hereof. Subject solely to the representations and warranties expressly set forth in Articles II 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 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 assets of the Purchased Companies, including the Real Property and 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 other provisions hereof binding on Sellerextent arising from Actual Fraud.

No Implied Representations. Buyer acknowledges that and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the ClosingAgreement, none of StarwoodParent, ITTSeller, SheratonRIH, SGC, SDIC, or New Pier and any of their respective parents, subsidiariesSubsidiaries, affiliatesAffiliates, 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 the Businesssuch 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 PermitsGovernmental Authorities. Without limiting the foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement Agreement, Parent and in the documents and instruments delivered by or for Seller at the Closing, Seller is (a) are not liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting the businesses or properties of RIH, New Pier, the RIH Shares, the New Pier Shares, the Real Estate Assets, the Warehouse Assets or any or all of the Assets part thereof furnished by StarwoodParent, ITTSeller, SheratonRIH, SGCNew Pier, SDIC or any affiliateAffiliate, representative or other person representing or purportedly representing any of the foregoing, and (b) 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 RIH Shares or the New Pier Shares or as to any of the Real Estate Assets or Warehouse Assets. Nothing It is understood and agreed that any cost estimates, projections or other predictions contained or referred to in this Section 6.2 the Schedules are not and shall not be deemed to impair, limit be representations or otherwise affect any rights warranties of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on Parent or Seller.

No Implied Representations. Buyer Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller to Purchaser, neither Seller nor any agent or representative or purported 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 information (including any information set forth in offering materials heretofore furnished to Purchaser) pertaining to the Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or of the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the same under applicable zoning or other laws or any other matter or thing with respect thereto, including, without limitation, any existing or prospective Leases, Operating Agreements or Other Agreements. Without limiting the foregoing, 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, none of Starwood, ITT, Sheraton, SGC, SDIC, or 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 Assets or any part 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 laws or any other matter or thing with respect thereto, including any existing or prospective Permits. Without limiting the foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by or for Seller at the Closing, Seller is not liable for or bound by (and Buyer Purchaser has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers brokers' "setupsset-ups" or offering materials or any other information respecting any or all of the Assets Mall furnished by Starwood, ITT, Sheraton, SGC, SDIC Seller or any affiliatebroker, representative employee, agent, consultant or other person representing or purportedly representing any of the foregoingSeller. Nothing contained in this Section 6.2 10.03 shall be deemed to impair, limit or otherwise affect any Purchaser's rights of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on upon Seller.