Common use of Representations or Warranties Clause in Contracts

Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY

Representations or Warranties. A. PROPERTY SOLD “I.T. hereby represents and warrants to COMPANY as of the EFFECTIVE DATE that, subject to Section 2.6 and subject to receipt of assignments from the inventors listed on Appendix D, to its knowledge (i) it has the authority to grant the licenses as granted herein; and (ii) it has not granted to any third party any rights under the PATENT RIGHTS. M.I.T.’s total liability under the representations and warranties of this Agreement shall be limited to an amount equal to the total sum that has been paid by COMPANY to M.I.T. under the provisions of Article 4 of this Agreement and any payments that have been made by COMPANY to M.I.T. for the expenses described in Section 6.3. EXCEPT AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL MAY OTHERWISE BE SOLDEXPRESSLY SET FORTH IN THIS AGREEMENT, M.I.T., XXXXXXX, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH XXXX MAKE NO RIGHT OF SET OFF REPRESENTATIONS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS, EXPRESS OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTY LIMITATION WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND CITY DOES HEREBY DISCLAIM THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. Specifically, and not to limit the foregoing, M.I.T., XXXXXXX, and GIST make no warranty or representation (i) regarding the validity or scope of the PATENT RIGHTS, and (ii) that the exploitation of the PATENT RIGHTS or any LICENSED PRODUCT or LICENSED PROCESS will not infringe any patents or other intellectual property rights of M.I.T., XXXXXXX, or XXXX or of a third party. EXCEPT FOR COMPANY’S LIABILITY UNDER SECTION 8.1, IN NO EVENT SHALL ANY PARTY, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND RENOUNCE AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENTPARTY SHALL BE ADVISED, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS OTHER REASON TO THE CONDITION KNOW, OR IN FACT SHALL KNOW OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION POSSIBILITY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANYFOREGOING.

Representations or Warranties. A. PROPERTY SOLD BUYER ACKNOWLEDGES AND AGREES THAT (OTHER THAN AS EXPRESSLY SET FORTH IN ANY OF THE OTHER TRANSACTION DOCUMENTS AND THEN SOLELY TO THE EXTENT SET FORTH THEREIN AND WITH RESPECT THERETO) (A) THE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLE III, ARTICLE IV AND CONFIRMED IN THE SELLER’S CERTIFICATE (AS QUALIFIED BY THE SELLER DISCLOSURE SCHEDULE) ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY SELLER WITH RESPECT TO THE BUSINESS, INCLUDING THE ASSETS OF THE BUSINESS, OR THE SUBJECT MATTER OF THIS AGREEMENT, (B) OTHER THAN AS SET FORTH IN ARTICLE III, ARTICLE IV AND CONFIRMED IN THE SELLER’S CERTIFICATE, SELLER HAS DISCLAIMED (AND BUYER HAS NOT RELIED ON) ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES MADE BY ANY PERSON WITH RESPECT TO THE BUSINESS OR WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, (C) OTHER THAN AS SET FORTH IN ARTICLE III, ARTICLE IV AND CONFIRMED IN THE SELLER’S CERTIFICATE, THE CONDITION OF THE ASSETS OF THE BUSINESS SHALL BE “AS IS”. CITY ” AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH ” AND SELLER MAKES NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE PURPOSE OR QUALITY WITH RESPECT TO ANY SUCH REPRESENTATION OF THE ASSETS OF THE BUSINESS OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, AND (D) SELLER IS NOT, DIRECTLY OR INDIRECTLY, AND NO OTHER PERSON ON BEHALF OF SELLER IS, MAKING ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY PRO-FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS OF THE PROPERTY BUSINESS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III AND IN ARTICLE IV AND THE SELLER DISCLOSURE SCHEDULE RELATING THERETO) OR IN ANY OTHER TRANSACTION DOCUMENT (SOLELY TO THE EXTENT SET FORTH THEREIN AND WITH RESPECT THERETO), BUYER AGREES THAT ANY OTHER MATERIALS, INCLUDING ANY DUE DILIGENCE MATERIALS, MADE AVAILABLE TO BUYER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF SELLER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES. ARTICLE VI ​ ​ Covenants Section 6.1Information Pending Closing. From the Execution Date through the Closing (the “Interim Period”), Seller shall, and shall cause its Subsidiaries to, permit Buyer and its Representatives to have reasonable access to the properties and to the Seller’s and its Subsidiaries’ books and records of the Target Companies and the Business during normal business hours in connection with matters expressly contemplated by this Agreement; provided that such access shall only be upon reasonable advance written notice and shall not disrupt personnel and operations of Seller or, following the formation thereof, the Target Companies and shall be at Buyer’s sole cost and expense; provided, further, that, none of Buyer, its Affiliates or their respective US-DOCS\137246414.29 ​ Representatives shall conduct any environmental site assessment, compliance evaluation or investigation with respect to any property of the Business without the prior written consent of Seller (which consent may be withheld at Seller’s sole and absolute discretion) and without ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted). All requests for access to the offices, properties, books and records of the Seller or the Target Companies related to the Business shall be made in writing to such Representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that none of Buyer, its Affiliates or their respective Representatives shall, prior to the Closing, contact any of the employees, customers, suppliers, distributors, contractors, lenders, agents or parties (or Representatives of any of the foregoing) that have business relationships with Seller, its Subsidiaries, the Target Companies or any Governmental Entity, in connection with the transactions contemplated hereby, without the prior written consent of Seller. Any access to the offices, properties, books and records of Seller and its Subsidiaries shall be subject to the following additional limitations: (i) Buyer, its Affiliates, and their respective Representatives, as applicable, shall give Seller written notice of at least two (2) Business Days prior to conducting any inspections or communicating with any third party relating to any property of Seller or its Subsidiaries, and a Representative of Seller shall have the right to be present when Buyer, its Affiliates or their respective Representatives conducts its or their investigations on such property; and (ii) Buyer, its Affiliates, and their respective Representatives, as applicable, shall: (A) use commercially reasonable efforts to perform all on-site reviews and all communications with any Person in an expeditious and efficient manner; and (B) BE LIABLE TO AND TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER AND ITS SUITABILITY AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, AND CAUSES OF ACTION FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITIONPERSONAL INJURY, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINEDEATH, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY PROPERTY DAMAGE OCCURRING AS A DIRECT RESULT PRIMARILY OF BUYER’S OR ANY OF ITS REPRESENTATIVES’ ACCESS TO THE BOOKS AND RECORDS, OFFICES, AND PROPERTIES OF THE BUSINESS; PROVIDED, HOWEVER, THAT SUCH INDEMNITY WILL NOT APPLY (1) TO THE EXTENT THAT ANY SUCH LIABILITIES, CLAIMS, OR CAUSES OF ACTION ARISE OUT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, OR EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN (2) THE MERE DISCOVERY BY BUYER OR ORAL, EXPRESS OR IMPLIED, ITS REPRESENTATIVES OF ANY NATURE WHATSOEVERPRE-EXISTING CONDITION AT A TERMINAL, PROVIDED THAT BUYER OR ITS REPRESENTATIVES WAS OTHERWISE ACTING IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT AT THE TIME OF, AND IN CONNECTION WITH, THE DISCOVERY, AND PROVIDED THAT BUYER OR ITS REPRESENTATIVES DID NOT MATERIALLY EXACERBATE SUCH PRE-EXISTING CONDITION AND, IN SUCH CASE, THEN SUCH INDEMNIFICATION OBLIGATION SHALL APPLY ONLY TO THE EXTENT OF SUCH EXACERBATION. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONSThe foregoing indemnification obligation shall survive the Closing or termination of this Agreement. Notwithstanding anything herein to the contrary, WARRANTIES OR AGREEMENTS AS TO ANYSeller shall not be required to provide any access or information to Buyer, its Affiliates or any of their respective Representatives, whether during the Interim Period or from and after the Closing, which Seller reasonably believes that it or its Subsidiaries are prohibited from providing to Buyer, its Affiliates or their respective Representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Seller, its Subsidiaries or their Affiliates are US-DOCS\137246414.29 ​ required to keep confidential or prevent access to by reason of any Contract with a third party or which would otherwise expose Seller, its Subsidiaries or their Affiliates to a material risk of Liability. For the avoidance of doubt, all information provided by Seller and its Subsidiaries pursuant to this Section 6.1 shall be subject to the Confidentiality Agreement.

Representations or Warranties. A. AS A MATERIAL PART OF THE CONSIDERATION FOR THE CONTRACT, BUYER AGREES THAT BUYER IS ACQUIRING THE PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS”, WITH ALL FAULTS”FAULTS AND DEFECTS, WITH NO RIGHT OF SET OFF LATENT AND PATENT, WHETHER KNOWN, UNKNOWN, DISCLOSED OR REDUCTION IN THE PURCHASE PRICEUNDISCLOSED BY SELLER, AND THATBUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION DOES NOT MAKE AND SELLER HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR WARRANTY GUARANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITYCHARACTER WHATSOEVER, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORYORAL OR WRITTEN, PAST, PRESENT OR OTHERWISEFUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY PART THEREOF, (B) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIALALL APPLICABLE ZONING LAWS, OPERATING EXPENSES(C) THE NATURE, USES, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION THE WATER, SOIL, AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINEGEOLOGY, OR OTHER INFORMATION THE PRESENCE OR MATERIALS MADE ABSENCE OF ANY POLLUTANT, MOLD, LEAD-BASED PAINT, HAZARDOUS OR FURNISHED BY CITY TOXIC SUBSTANCE OR MATERIAL, HAZARDOUS OR SOLID WASTE, UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEM, OR ANY OTHER CONTAMINATION OR ENVIRONMENTAL CONDITION ON, IN, UNDER OR ABOUT THE PROPERTY, (D) THE SUITABILITY OF ITS OFFICERSTHE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY INTEND TO CONDUCT THEREON, EMPLOYEES(E) ANY INCOME TO BE DERIVED FROM THE PROPERTY, AGENTS(F) THE MARKETABILITY, ATTORNEYSMERCHANTABILITY, AGE, QUALITY, STATE OF REPAIR OR FITNESS FOR A PARTICULAR PURPOSE OF ANY ITEMS OF PERSONAL PROPERTY THAT MAY OR MAY NOT BE LOCATED UPON THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY HEATING, COOKING, REFRIGERATING, DISHWASHING, PLUMBING OR ELECTRICAL APPARATUS OR EQUIPMENT, BOILERS, ENGINES, MOTORS, GENERATING EQUIPMENT, PIPING OR PLUMBING FIXTURES, UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEMS, VENTILATING OR VACUUM CLEANING SYSTEMS, IRRIGATION SYSTEMS, FIRE ALARMS, FIRE EXTINGUISHING APPARATUS, SECURITY SYSTEMS, TELEPHONE SYSTEMS, TELEPHONE JACKS, CABLE JACKS, GAS AND ELECTRIC FIXTURES, ELEVATORS, ESCALATORS, PARTITIONS, MANTELS, BUILT-IN MIRRORS, FURNITURE, WINDOW TREATMENTS, BLINDS, SCREENS, STORM SASHES, AWNINGS, CARPETING, UNDERPADDING OR DRAPES, OR REPRESENTATIVES, WHETHER WRITTEN (G) ANY OTHER MATTER RELATED TO OR ORAL, EXPRESS CONCERNING THE PROPERTY OR IMPLIED, ANY ITEMS OF PERSONAL PROPERTY WHICH MAY OR MAY NOT BE LOCATED THEREON. BUYER SHALL NOT SEEK RECOURSE AGAINST SELLER ON ACCOUNT OF ANY NATURE WHATSOEVER. LOSS, COST OR EXPENSE SUFFERED OR INCURRED BY BUYER ACKNOWLEDGES THAT NEITHER CITY NOR WITH REGARD TO ANY AGENT OF CITY HAS MADE THE MATTERS DESCRIBED IN CLAUSES (A) THROUGH (G) ABOVE AND HEREBY ASSUMES THE RISK OF ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS ADVERSE MATTERS RELATED TO ANYTHE MATTERS DESCRIBED IN CLAUSES

Representations or Warranties. A. AS A MATERIAL PART OF THE CONSIDERATION FOR THE CONTRACT, BUYER AGREES THAT BUYER IS ACQUIRING THE PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS”, WITH ALL FAULTS”FAULTS AND DEFECTS, WITH NO RIGHT OF SET OFF LATENT AND PATENT, WHETHER KNOWN, UNKNOWN, DISCLOSED OR REDUCTION IN THE PURCHASE PRICEUNDISCLOSED BY SELLER, AND THATBUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION DOES NOT MAKE AND SELLER HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR WARRANTY GUARANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITYCHARACTER WHATSOEVER, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORYORAL OR WRITTEN, PAST, PRESENT OR OTHERWISEFUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY PART THEREOF, (B) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIALALL APPLICABLE ZONING LAWS, OPERATING EXPENSES(C) THE NATURE, USES, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION THE WATER, SOIL, AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINEGEOLOGY, OR OTHER INFORMATION THE PRESENCE OR MATERIALS MADE ABSENCE OF ANY POLLUTANT, MOLD, LEAD-BASED PAINT, HAZARDOUS OR FURNISHED BY CITY TOXIC SUBSTANCE OR MATERIAL, HAZARDOUS OR SOLID WASTE, UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEM, OR ANY OTHER CONTAMINATION OR ENVIRONMENTAL CONDITION ON, IN, UNDER OR ABOUT THE PROPERTY, (D) THE SUITABILITY OF ITS OFFICERSTHE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY INTEND TO CONDUCT THEREON, EMPLOYEES(E) ANY INCOME TO BE DERIVED FROM THE PROPERTY, AGENTS(F) THE MARKETABILITY, ATTORNEYSMERCHANTABILITY, AGE, QUALITY, STATE OF REPAIR OR FITNESS FOR A PARTICULAR PURPOSE OF ANY ITEMS OF PERSONAL PROPERTY THAT MAY OR MAY NOT BE LOCATED UPON THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY HEATING, COOKING, REFRIGERATING, DISHWASHING, PLUMBING OR ELECTRICAL APPARATUS OR EQUIPMENT, BOILERS, ENGINES, MOTORS, GENERATING EQUIPMENT, PIPING OR PLUMBING FIXTURES, UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEMS, VENTILATING OR VACUUM CLEANING SYSTEMS, IRRIGATION SYSTEMS, FIRE ALARMS, FIRE EXTINGUISHING APPARATUS, SECURITY SYSTEMS, TELEPHONE SYSTEMS, TELEPHONE JACKS, CABLE JACKS, GAS AND ELECTRIC FIXTURES, ELEVATORS, ESCALATORS, PARTITIONS, MANTELS, BUILT-IN MIRRORS, FURNITURE, WINDOW TREATMENTS, BLINDS, SCREENS, STORM SASHES, AWNINGS, CARPETING, UNDERPADDING OR DRAPES, OR REPRESENTATIVES, WHETHER WRITTEN (G) ANY OTHER MATTER RELATED TO OR ORAL, EXPRESS CONCERNING THE PROPERTY OR IMPLIED, ANY ITEMS OF PERSONAL PROPERTY WHICH MAY OR MAY NOT BE LOCATED THEREON. BUYER SHALL NOT SEEK RECOURSE AGAINST SELLER ON ACCOUNT OF ANY NATURE WHATSOEVER. LOSS, COST OR EXPENSE SUFFERED OR INCURRED BY BUYER ACKNOWLEDGES THAT NEITHER CITY NOR WITH REGARD TO ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANYTHE MATTERS DESCRIBED IN CLAUSES

Representations or Warranties. A. PROPERTY SOLD “XXXXXXXXX hereby represents and warrants that (a) it has the power and authority to grant the licenses provided for herein to COMPANY, and that it has not earlier granted, or assumed any obligation to grant, any rights in the PATENT RIGHTS to any third party that would conflict with the rights granted to COMPANY herein; and (b) this Agreement constitutes the legal, valid and binding obligation of XXXXXXXXX, enforceable against XXXXXXXXX in accordance with its terms. EXCEPT AS IS”. CITY MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT, XXXXXXXXX, UM, MIT, ARIZONA, UW AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH UC MAKE NO RIGHT OF SET OFF REPRESENTATIONS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS, TANGIBLE PROPERTY OR NATURE WHATSOEVER BY CITYKNOW-HOW, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTY LIMITATION WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND CITY DOES HEREBY DISCLAIM THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. Specifically, and not to limit the foregoing, XXXXXXXXX, UM, MIT, ARIZONA, UW and UC make no warranty or representation, except as expressly set forth in this Agreement, (i) regarding the validity or scope of the PATENT RIGHTS, and (ii) that the exploitation of the PATENT RIGHTS, TANGIBLE PROPERTY or any LICENSED PRODUCT or LICENSED PROCESS will not infringe any patents or other intellectual property rights of XXXXXXXXX, UM, MIT, ARIZONA, UC, UW or of a third party. IN NO EVENT SHALL COMPANY, OR XXXXXXXXX, UM, MIT, ARIZONA, UW OR UC, OR THE TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND RENOUNCE AFFILIATES OF ANY SUCH REPRESENTATION OF THEM, BE LIABLE FOR INCIDENTAL OR WARRANTY. BY ENTERING INTO THIS AGREEMENTCONSEQUENTIAL DAMAGES OF ANY KIND, BUYER REPRESENTS INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND WARRANTS THAT AS LOST PROFITS, REGARDLESS OF CLOSING DEADLINEWHETHER COMPANY, BUYER XXXXXXXXX, UM, MIT, ARIZONA OR UC SHALL BE ADVISED, SHALL HAVE SATISFIED ITSELF AS OTHER REASON TO THE CONDITION KNOW, OR IN FACT SHALL KNOW OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION POSSIBILITY OF THE PROPERTYFOREGOING. The TANGIBLE PROPERTY is experimental in nature and will be used with prudence and appropriate caution, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANYsince not all of its characteristics are known.

Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY WARRANTIES OF TITLE TO BE GIVEN SET FORTH IN THE GRANT DEED SHALL BE AND THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 6.1 ABOVE, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING THE PROPERTY OR ANY MATTER RELATED THERETO, INCLUDING, BUT NOT LIMITED TO, (A) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING WITHOUT REPRESENTATION OR WARRANTY LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON, (C) THE EXISTENCE OF ANY KIND ENVIRONMENTAL HAZARDS OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISECONDITION THEREON, INCLUDING, WITHOUT LIMITATION, WARRANTY THE PRESENCE OF INCOME POTENTIALANY HAZARDOUS OR TOXIC SUBSTANCES, OPERATING EXPENSESMATERIALS, USESWASTES, POLLUTANTS OR CONTAMINANTS (COLLECTIVELY, "HAZARDOUS SUBSTANCES"), (D) ANY RIGHT-OF-WAY, LEASE, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHER AGREEMENT; (E) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL OR OTHER BODY; (F) THE PROPERTY'S CONDITION, HABITABILITY, MERCHANTABILITY, MARKETABILITY, TENANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (G) THE FINANCIAL CONDITION OF ANY TENANT OR THE STATUS OF ANY TENANT IMPROVEMENT WORK, AND CITY DOES HEREBY DISCLAIM (H) THE PROPERTY'S VALUE OR FUTURE FINANCIAL PERFORMANCE. PURCHASER ACKNOWLEDGES THAT IT HAS HAD AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS WILL HAVE AN OPPORTUNITY TO INSPECT THE PROPERTY AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION IT WILL BE RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. PURCHASER FURTHER ACKNOWLEDGES THAT ITS SUITABILITY INFORMATION WITH RESPECT TO THE PROPERTY WILL BE OBTAINED FROM A VARIETY OF SOURCES, AND SELLER (X) HAS NOT MADE, AND WILL NOT MAKE, ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND (Y) DOES NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION. PURCHASER EXPRESSLY ACKNOWLEDGES THAT THE PURCHASE PRICE FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. PURCHASE AND SALE AGREEMENT (XXXXX XXXX) DALLAS/200403 PROPERTY REFLECTS THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION CURRENTLY EXISTING CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY.

Representations or Warranties. A. PROPERTY SOLD BUYER ACKNOWLEDGES AND AGREES THAT (OTHER THAN AS EXPRESSLY SET FORTH IN ANY OF THE OTHER TRANSACTION DOCUMENTS AND THEN SOLELY TO THE EXTENT SET FORTH THEREIN AND WITH RESPECT THERETO) (A) THE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLE III, ARTICLE IV AND CONFIRMED IN THE SELLER’S CERTIFICATE (AS QUALIFIED BY THE SELLER DISCLOSURE SCHEDULE) ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY SELLER WITH ​ ​ RESPECT TO THE BUSINESS, INCLUDING THE ASSETS OF THE BUSINESS, OR THE SUBJECT MATTER OF THIS AGREEMENT, (B) OTHER THAN AS SET FORTH IN ARTICLE III, ARTICLE IV AND CONFIRMED IN THE SELLER’S CERTIFICATE, SELLER HAS DISCLAIMED (AND BUYER HAS NOT RELIED ON) ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES MADE BY ANY PERSON WITH RESPECT TO THE BUSINESS OR WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, (C) OTHER THAN AS SET FORTH IN ARTICLE III, ARTICLE IV AND CONFIRMED IN THE SELLER’S CERTIFICATE, THE CONDITION OF THE ASSETS OF THE BUSINESS SHALL BE “AS IS”. CITY ” AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH ” AND SELLER MAKES NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE PURPOSE OR QUALITY WITH RESPECT TO ANY SUCH REPRESENTATION OF THE ASSETS OF THE BUSINESS OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, AND (D) SELLER IS NOT, DIRECTLY OR INDIRECTLY, AND NO OTHER PERSON ON BEHALF OF SELLER IS, MAKING ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY PRO-FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS OF THE PROPERTY BUSINESS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING THE REPRESENTATIONS AND ITS SUITABILITY FOR WARRANTIES SET FORTH IN ARTICLE III AND IN ARTICLE IV AND THE DEVELOPMENT PURPOSES INTENDED BY BUYER. SELLER DISCLOSURE SCHEDULE RELATING THERETO) OR IN ANY OTHER TRANSACTION DOCUMENT (SOLELY TO THE PROPERTY IS SOLD IN “AS IS” CONDITIONEXTENT SET FORTH THEREIN AND WITH RESPECT THERETO), BUYER AGREES THAT ANY OTHER MATERIALS, INCLUDING WITHOUT LIMITATION AS ANY DUE DILIGENCE MATERIALS, MADE AVAILABLE TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTYBUYER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES DO NOT, BUYER IS RELYING SOLELY UPON DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF SELLER OR ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, AFFILIATES OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR THEIR RESPECTIVE REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY.