Common use of Waiver of Other Representations Clause in Contracts

Waiver of Other Representations. (a) The Transferee is a buyer with relevant information and experience, and has employed experts and consultants with xxxx experience in the business of appraisal and acquisition. The Transferee has made investigation, and has received, and appraised, all the documents and information necessary for making a wise decision regarding the execution, delivery and performance of this Agreement. The Transferee acknowledges that the Transferor has provided to the Transferee the full and open access to the business-related important employees, documents and facilities. Prior to Closing, the Transferee will make further investigations, and will request provision of additional documents and information it deems necessary. The Transferee agrees, on the basis of its review, inspection and identification of the Transferred Domain Names in all aspects, to receive the Transferred Domain Names on an “as it is” basis” on the Closing Day, without reliance upon any representations or warranties of any nature, explicit or implied, made by or on behalf of the Transferor or otherwise attributable to the Transferor (except for those expressly set forth herein). (b) Notwithstanding anything to the contrary herein, the explicit intent of the parties hereto is, and the parties hereto agree, that the Transferor or any of its affiliates or representatives has not made, or is not making, any representations or warranties, explicit or implied, written or verbal, with respect to any of the following matters, any responsibilities or obligations of which are hereby denied by the Transferor: (i) the value, conditions, merchantability or suitability in or of the Transferred Domain Names or any part thereof for any special purpose; (ii) any forecasts, estimates or prospects, business visions (in finance or otherwise), future operation results (or any part thereof), or future cash flows or future financial conditions (or any part thereof), received or receivable by the Transferee; and (iii) any other information or documents obtainable by the Transferee or its representatives regarding the Transferred Domain Names, including any information memorandum, other publications, data center information or answers to questions. (c) The Transferor’s rights and interests in the Transferred Domain Names will be sold and transferred through the Transferred Domain Names under the premises of “as-is, at current locations, and with all flaws”, and the Transferor will not be responsible to take any action with respect to the maintenance of the current conditions, or availability for the existing use, of the Transferred Domain Names.

Waiver of Other Representations. (a) The Transferee Buyer is a buyer an informed and sophisticated purchaser, who is familiar with relevant information the ownership and experienceoperation of, and has employed experts and consultants with xxxx experience engaged expert advisors, experienced in the business of appraisal evaluation and acquisitionpurchase of, companies such as the Companies and the Purchased Subsidiaries and real property such as the Real Property, each as contemplated hereunder. The Transferee Buyer has made investigationhad adequate opportunity to undertake, and has receivedundertaken, such investigation and appraised, all the has been provided with access to and has evaluated such documents and information as it has deemed necessary for making a wise to enable it to make an informed and intelligent decision regarding with respect to the execution, delivery and performance of this AgreementAgreement and the other Transaction Documents. The Transferee acknowledges that Buyer shall accept the Transferor has provided to the Transferee the full and open access to the business-related important employees, documents and facilities. Prior to ClosingEquity Interests, the Transferee will make further investigationsCompanies, the Subsidiary Equity Interests, the Purchased Subsidiaries and the Real Property in the condition they are in on the applicable Closing Date based upon Buyer’s own inspection, examination and determination with respect thereto as to all matters, and will request provision of additional documents and information it deems necessary. The Transferee agrees, on the basis of its review, inspection and identification of the Transferred Domain Names in all aspects, to receive the Transferred Domain Names on an “as it is” basis” on the Closing Day, without reliance upon any express or implied representations or warranties of any nature, explicit or implied, nature made by or on behalf of the Transferor or otherwise attributable imputed to the Transferor (except for those expressly set forth herein)Seller. (b) Notwithstanding anything to Except for the contrary hereinspecific representations and warranties expressly made by Seller in Articles III and IV of this Agreement, (i) Buyer acknowledges and agrees that (A) neither Seller nor any of its Representatives is making or has made any representation or warranty, expressed or implied, at law or in equity, in respect of the Real Property, the explicit intent of Companies, the parties hereto is, and the parties hereto agree, that the Transferor Purchased Subsidiaries or any of its affiliates or representatives has not madetheir respective operations, prospects, or is not making, any representations or warranties, explicit or implied, written or verbal, with respect to any of the following matters, any responsibilities or obligations of which are hereby denied by the Transferor: condition (i) the value, conditions, merchantability or suitability in or of the Transferred Domain Names or any part thereof for any special purpose; (ii) any forecasts, estimates or prospects, business visions (in finance financial or otherwise), future operation results including with respect to (1) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of any Real Property or any part aspect or portion thereof, including, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, water and utility systems, facilities and appliances, soils, geology and groundwater, (2) the dimensions or lot size of any Real Property or the square footage of any of the improvements thereon or of any tenant space therein, (3) the development or income potential, or rights of or relating to, any Real Property, or the fitness, suitability, value or adequacy of any Real Property for any particular purpose, (4) the zoning or other legal status of any Real Property, (5) the compliance of any Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any Governmental Authority or of any other Person (including, the Americans with Disabilities Act of 1990, as amended), or future cash flows or future financial conditions (6) the ability of Buyer or any part thereof)Company or Purchased Subsidiary or any of their Affiliates to obtain any necessary governmental approvals, received licenses or receivable permits for the use or development of any Real Property, (7) the presence, absence, condition or compliance of any Hazardous Materials on, in, under, above or about any Real Property or any adjoining or neighboring property, (8) the quality of any labor and materials used in any improvements at any Real Property, (9) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of, any Real Property; or (10) the accuracy or completeness of any confidential information memoranda, offering presentation, documents, projections, material or other information (financial or otherwise) regarding the Real Property, the Companies or the Purchased Subsidiaries furnished to Buyer or its Representatives or made available to Buyer and its Representatives in any “data rooms,” “virtual data rooms,” offering presentations, management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement or the Transferee; Transaction Documents, or in respect of any other matter or thing whatsoever, and (B) no Representative of Seller has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies provided in this Agreement, (ii) Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that Seller has specifically disclaimed and does hereby specifically disclaim any such other representation or warranty made by any Person, (iii) Buyer specifically disclaims any other information obligation or documents obtainable duty by Seller or any Person to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Articles III and IV of this Agreement and (iv) Buyer is acquiring the Real Property, the Companies and the Purchased Subsidiaries subject only to the specific representations and warranties of Seller set forth in Articles III and IV of this Agreement as further limited by the Transferee or its representatives regarding the Transferred Domain Names, including any information memorandum, other publications, data center information or answers to questionsspecifically bargained-for exclusive remedies as set forth in this Article VIII. (c) The TransferorBuyer hereby accepts Seller’s rights and interests interest in the Transferred Domain Names will be sold Companies, the Purchased Subsidiaries and transferred through the Transferred Domain Names under the premises of Real Property in their present environmental and physical condition on an “as-is”, at current locations“where-is”, “with all faults and defects” basis regardless of how such faults and defects were caused or created (including by Seller’s negligence, actions or fault or otherwise), and with all flaws”acknowledges that (i) without this acceptance, the sale described in this Agreement would not have been made, and the Transferor will not (ii) Seller shall be responsible under no obligation whatsoever to take undertake any action improvement, repair, modification, alteration, removal, remediation or other work of any kind with respect to the maintenance all or any portion of the current conditionsSeller’s interest in any Company, any Purchased Subsidiary or availability for the existing use, of the Transferred Domain Namesany Real Property.

Waiver of Other Representations. (a) The Transferee is a buyer with relevant information and experience, and has employed experts and consultants with xxxx experience in the business of appraisal and acquisition. The Transferee has made investigation, and has received, and appraised, all the documents and information necessary for making a wise decision regarding the execution, delivery and performance of this Agreement. The Transferee acknowledges that the Transferor has provided to the Transferee the full and open access to the business-related important employees, documents and facilities. Prior to Closing, the Transferee will make further investigations, and will request provision of additional documents and information it deems necessary. The Transferee agrees, on the basis of its review, inspection and identification of the Transferred Domain Names Assets in all aspects, to receive the Transferred Domain Names Assets on an “as it is” basis” on the Closing Day, without reliance upon any representations or warranties of any nature, explicit or implied, made by or on behalf of the Transferor or otherwise attributable to the Transferor (except for those expressly set forth herein). (b) Notwithstanding anything to the contrary herein, the explicit intent of the parties hereto is, and the parties hereto agree, that the Transferor or any of its affiliates or representatives has not made, or is not making, any representations or warranties, explicit or implied, written or verbal, with respect to any of the following matters, any responsibilities or obligations of which are hereby denied by the Transferor: (i) the value, conditions, merchantability or suitability in or of the Transferred Domain Names Assets or any part thereof for any special purpose; (ii) any forecasts, estimates or prospects, business visions (in finance or otherwise), future operation results (or any part thereof), or future cash flows or future financial conditions (or any part thereof), received or receivable by the Transferee; and (iii) any other information or documents obtainable by the Transferee or its representatives regarding the Transferred Domain NamesAssets, including any information memorandum, other publications, data center information or answers to questions. (c) The Transferor’s rights and interests in the Transferred Domain Names Assets will be sold and transferred through the Transferred Domain Names Assets under the premises of “as-is, at current locations, and with all flaws”, and the Transferor will not be responsible to take any action with respect to the maintenance of the current conditions, or availability for the existing use, of the Transferred Domain NamesAssets.

Waiver of Other Representations. (a) The Transferee Each Buyer is a buyer an informed and sophisticated purchaser, who is familiar with relevant information the ownership and experienceoperation of, and has employed experts and consultants with xxxx experience engaged expert advisors, experienced in the business of appraisal evaluation and acquisitionpurchase of, real property such as the Real Properties, hotels such as the Hotels and assets such as the other Hotel Assets, each as contemplated hereunder. The Transferee Subject to the representations and warranties made in this Agreement by Parent, each Buyer has made investigationhad adequate opportunity to undertake, and has receivedundertaken, such investigation and appraised, all the has been provided with access to and has evaluated such documents and information as it has deemed necessary for making a wise to (i) enable it to make an informed and intelligent decision regarding with respect to the execution, delivery and performance of this Agreement. The Transferee acknowledges that Agreement and the Transferor has provided to other Transaction Documents and (ii) evaluate the Transferee the full and open access to the business-related important employees, documents and facilities. Prior to ClosingReal Properties, the Transferee will make further investigationsHotels, the other Hotel Assets and will request provision any of additional documents and information it deems necessary. The Transferee agreestheir respective operations, on prospects, or condition (financial or otherwise), including the basis of its review, inspection and identification evaluation of the Transferred Domain Names items set forth in clauses (1) through (12) of Section 8.5(b)(i)(A). Subject to all aspectsother applicable provisions of this Agreement, to receive Buyers shall accept the Transferred Domain Names on an “as it is” basis” Real Properties, the Hotels and the other Hotel Assets in the condition they are in on the Closing DayDate based upon Buyers’ own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, explicit or implied, nature made by or on behalf of the Transferor or otherwise attributable imputed to the Transferor (except for those expressly set forth herein)Parent that are not included in this Agreement or in any Transaction Document. (b) Notwithstanding anything to Except for the contrary hereinspecific representations and warranties expressly made by Parent in Articles III and IV of this Agreement or in any Transaction Document, (i) each Buyer acknowledges and agrees that (A) neither Parent nor any of its Representatives is making or has made any representation or warranty, expressed or implied, at law or in equity, in respect of the Real Properties, the explicit intent Hotels, the other Hotel Assets or any of their respective operations, prospects, or condition (financial or otherwise), including with respect to (1) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of any Real Property, any Hotel, and other Hotel Asset or any aspect or portion thereof, including, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, water and utility systems, facilities and appliances, soils, geology and groundwater, (2) the dimensions or lot size of any Real Property, any Hotel or any other Hotel Asset or the square footage of any of the parties hereto isimprovements thereon or of any space therein, (3) the condition of title to any Real Property, any Hotel or any other Hotel Asset, (4) the development or income potential, or rights of or relating to, any Real Property, any Hotel or any other Hotel Asset, or the fitness, suitability, value or adequacy of any Real Property, any Hotel or any other Hotel Asset for any particular purpose, (5) the zoning or other legal status of any Real Property, any Hotel or any other Hotel Asset, (6) the compliance of any Real Property, any Hotel or any other Hotel Asset or its operation with any applicable codes, Laws, covenants, conditions and restrictions of any Governmental Authority or of any other Person (including, the parties hereto agreeAmericans with Disabilities Act of 1990, that as amended), (7) the Transferor ability of any Buyer or any of its affiliates Affiliates to obtain any necessary Permits for the use or representatives has not madedevelopment of any Real Property, any Hotel or any other Hotel Asset, (8) the presence, absence, condition or compliance of any Hazardous Materials on, in, under, above or about any Real Property, any Hotel or any other Hotel Asset or any adjoining or neighboring property, (9) the quality of any labor and materials used in any improvements at, or is not makingotherwise relating in any manner to, any representations Real Property, any Hotel or warrantiesany other Hotel Asset, explicit (10) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of, any Real Property, any Hotel or any other Hotel Asset, (11) the Management Agreements, Franchise Agreements and PIPs or (12) the accuracy or completeness of any confidential information memoranda, offering presentation, documents, projections, material or other information (financial or otherwise) regarding the Real Properties, the Hotels or any other Hotel Asset furnished to any Buyer or its representatives or made available to any Buyer and its Representatives in any “data rooms,” “virtual data rooms,” offering presentations, management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement or the Transaction Documents, or in respect of any other matter or thing whatsoever, and (B) no Representative of Parent has any authority, express or implied, written to make any representations, warranties or verbalagreements not specifically set forth in this Agreement and subject to the limited remedies provided in this Agreement, with respect to any of the following matters, any responsibilities or obligations of which are hereby denied by the Transferor: (i) the value, conditions, merchantability or suitability in or of the Transferred Domain Names or any part thereof for any special purpose; (ii) each Buyer specifically disclaims that it is relying upon or has relied upon any forecastssuch other representations or warranties not contained herein or in any Transaction Document that may have been made by any Person, estimates and acknowledges and agrees that Parent has specifically disclaimed and does hereby specifically disclaim any such other representation or prospectswarranty made by any Person, business visions (in finance or otherwise), future operation results (or any part thereof), or future cash flows or future financial conditions (or any part thereof), received or receivable by the Transferee; and (iii) each Buyer specifically disclaims any obligation or duty by Parent or any Person to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Articles III and IV of this Agreement or in any Transaction Document and (iv) the applicable Buyer is acquiring the Real Property, the Hotels and the other information Hotel Assets subject only to the specific representations and warranties of Parent set forth in Articles III and IV of this Agreement or documents obtainable in any Transaction Document as further limited by the Transferee or its representatives regarding the Transferred Domain Names, including any information memorandum, other publications, data center information or answers to questionsspecifically bargained-for exclusive remedies as set forth in this Article VIII. (c) The Transferor’s rights and interests in the Transferred Domain Names will be sold and transferred through the Transferred Domain Names under the premises of “as-isEXCEPT AS OTHERWISE SET FORTH IN SECTION 4.9, at current locationsPARENT HAS NOT, and with all flaws”DOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, and the Transferor will not be responsible to take any action with respect to the maintenance of the current conditionsPOLLUTION OR LAND USE LAWS, or availability for the existing useRULES, of the Transferred Domain NamesREGULATIONS, ORDERS OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS MATERIALS. AS OF THE CLOSING, EACH BUYER RELEASES PARENT FROM ANY AND ALL CLAIMS SUCH BUYER MAY HAVE AGAINST PARENT OF WHATEVER KIND OR NATURE RESULTING FROM OR IN ANY WAY CONNECTED WITH THE ENVIRONMENTAL CONDITION OF THE REAL PROPERTY OR HOTELS, INCLUDING ANY AND ALL CLAIMS SUCH BUYER MAY HAVE AGAINST PARENT UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (CERCLA), OR ANY OTHER LAW PERTAINING TO THE RELEASE OF HAZARDOUS MATERIALS INTO THE ENVIRONMENT FROM OR AT ANY REAL PROPERTY OR ANY HOTEL. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR IN THE TRANSACTION DOCUMENTS, EACH BUYER RELEASES PARENT FROM, AND ASSUMES ALL RISKS WITH RESPECT TO, ALL CLAIMS WHICH SUCH BUYER OR ANY PARTY RELATED TO OR AFFILIATED WITH SUCH BUYER HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE PROPERTY INCLUDING THE DOCUMENTS AND INFORMATION REFERRED TO HEREIN, AND EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR IN ANY TRANSACTION DOCUMENT, NO BUYER SHALL LOOK TO PARENT IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION.

Waiver of Other Representations. (a) The Transferee Buyer is a buyer an informed and sophisticated purchaser, who is familiar with relevant information the ownership and experienceoperation of, and has employed experts and consultants with xxxx experience engaged expert advisors, experienced in the business of appraisal evaluation and acquisitionpurchase of, real property such as the Real Properties, hotels such as the Hotels and assets such as the other Hotel Assets, each as contemplated hereunder. The Transferee Buyer has made investigationhad adequate opportunity to undertake, and has receivedundertaken, such investigation and appraised, all the has been provided with access to and has evaluated such documents and information as it has deemed necessary for making a wise to (i) enable it to make an informed and intelligent decision regarding with respect to the execution, delivery and performance of this Agreement. The Transferee acknowledges that Agreement and the Transferor has provided to other Transaction Documents and (ii) evaluate the Transferee the full and open access to the business-related important employees, documents and facilities. Prior to ClosingReal Properties, the Transferee will make further investigationsHotels, the other Hotel Assets and will request provision any of additional documents and information it deems necessary. The Transferee agreestheir respective operations, on prospects, or condition (financial or otherwise), including the basis of its review, inspection and identification evaluation of the Transferred Domain Names items set forth in all aspectsclauses (1) through (12) of Section 8.5(b)(i)(A). Buyer shall accept the Real Properties, to receive the Transferred Domain Names on an “as it is” basis” Hotels and the other Hotel Assets in the condition they are in on the Closing DayDate based upon Buyer’s own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, explicit or implied, nature made by or on behalf of the Transferor or otherwise attributable imputed to Seller, except to the Transferor (except for those expressly extent set forth herein)in this Agreement or the Transaction Documents. (b) Notwithstanding anything to Except for the contrary hereinspecific representations and warranties expressly made by Seller in Articles III and IV of this Agreement and as set forth in the Transaction Documents, (i) Buyer acknowledges and agrees that (A) neither Seller nor any of its Representatives is making or has made any representation or warranty, expressed or implied, at law or in equity, in respect of the Real Properties, the explicit intent Hotels, the other Hotel Assets or any of their respective operations, prospects, or condition (financial or otherwise), including with respect to (1) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of any Real Property, any Hotel, and other Hotel Asset or any aspect or portion thereof, including, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, water and utility systems, facilities and appliances, soils, geology and groundwater, (2) the dimensions or lot size of any Real Property, any Hotel or any other Hotel Asset or the square footage of any of the parties hereto isimprovements thereon or of any space therein, (3) the condition of title to any Real Property, any Hotel or any other Hotel Asset, (4) the development or income potential, or rights of or relating to, any Real Property, any Hotel or any other Hotel Asset, or the fitness, suitability, value or adequacy of any Real Property, any Hotel or any other Hotel Asset for any particular purpose, (5) the zoning or other legal status of any Real Property, any Hotel or any other Hotel Asset, (6) the compliance of any Real Property, any Hotel or any other Hotel Asset or its operation with any applicable codes, Laws, covenants, conditions and restrictions of any Governmental Authority or of any other Person (including, the parties hereto agreeAmericans with Disabilities Act of 1990, that as amended), (7) the Transferor ability of Buyer or any of its affiliates Affiliates to obtain any necessary Permits for the use or representatives has not madedevelopment of any Real Property, any Hotel or any other Hotel Asset, (8) the presence, absence, condition or compliance of any Hazardous Materials on, in, under, above or about any Real Property, any Hotel or any other Hotel Asset or any adjoining or neighboring property, (9) the quality of any labor and materials used in any improvements at, or is not makingotherwise relating in any manner to, any representations Real Property, any Hotel or warrantiesany other Hotel Asset, explicit (10) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of, any Real Property, any Hotel or any other Hotel Asset, (11) the Management Agreements, Franchise Agreements and PIPs, and the Existing CMBS Loans, or (12) the accuracy or completeness of any confidential information memoranda, offering presentation, projections, or other information (financial or otherwise) regarding the Real Properties, the Hotels or any other Hotel Asset furnished to Buyer or its representatives or made available to Buyer and its Representatives in any “data rooms,” “virtual data rooms,” offering presentations, management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement or the Transaction Documents, or in respect of any other matter or thing whatsoever, and (B) no Representative of Seller has any authority, express or implied, written to make any representations, warranties or verbalagreements not specifically set forth in this Agreement and subject to the limited remedies provided in this Agreement, with respect to any of the following matters, any responsibilities or obligations of which are hereby denied by the Transferor: (i) the value, conditions, merchantability or suitability in or of the Transferred Domain Names or any part thereof for any special purpose; (ii) Buyer specifically disclaims that it is relying upon or has relied upon any forecastssuch other representations or warranties that may have been made by any Person, estimates and acknowledges and agrees that Seller has specifically disclaimed and does hereby specifically disclaim any such other representation or prospectswarranty made by any Person, business visions (in finance or otherwise), future operation results (or any part thereof), or future cash flows or future financial conditions (or any part thereof), received or receivable by the Transferee; and (iii) Buyer specifically disclaims any obligation or duty by Seller or any Person to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Articles III and IV of this Agreement and (iv) Buyer is acquiring the Real Property, the Hotels and the other information or documents obtainable Hotel Assets subject only to the specific representations and warranties of Seller set forth in Articles III and IV of this Agreement as further limited by the Transferee or its representatives regarding the Transferred Domain Names, including any information memorandum, other publications, data center information or answers to questionsspecifically bargained-for exclusive remedies as set forth in this Article VIII. (c) The Transferor’s rights EXCEPT AS OTHERWISE SET FORTH IN SECTION 4.9, SELLER HAS NOT, DOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS MATERIALS. AS OF THE CLOSING, BUYER RELEASES PARENT FROM ANY AND ALL CLAIMS BUYER MAY HAVE AGAINST PARENT OF WHATEVER KIND OR NATURE RESULTING FROM OR IN ANY WAY CONNECTED WITH THE ENVIRONMENTAL CONDITION OF THE REAL PROPERTY OR HOTELS, INCLUDING ANY AND ALL CLAIMS BUYER MAY HAVE AGAINST PARENT UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (CERCLA), OR ANY OTHER LAW PERTAINING TO THE RELEASE OF HAZARDOUS MATERIALS INTO THE ENVIRONMENT FROM OR AT ANY REAL PROPERTY OR ANY HOTEL. (d) BUYER AND SELLER AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, (I) THE REAL PROPERTY, HOTELS AND OTHER HOTEL ASSETS SHALL BE SOLD AND BUYER SHALL ACCEPT POSSESSION OF THE REAL PROPERTY, HOTELS AND OTHER HOTEL ASSETS ON THE CLOSING DATE “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS,” WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE FINAL PURCHASE PRICE; AND (II) SUCH SALE SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER HEREBY DISCLAIMS AND RENOUNCES ANY SUCH REPRESENTATION OR WARRANTY. Except with respect to any Losses arising out of any breach of any express representation, warranty, or agreement set forth in this Agreement or any Transaction Document which shall be governed exclusively by the provisions of this Article VIII, Buyer, for itself and interests on behalf of each of its Affiliates and its and their Representatives, hereby waives, releases and forever discharges Seller, its Affiliates and its and their Representatives, from any and all Losses whether known or unknown, which Buyer has or may have in the Transferred Domain Names will future, arising out of or in connection with the Real Property, Hotels and other Hotel Assets, including without limitation the physical, environmental, governmental, economic or legal condition thereof or the operation thereof (collectively, the “Released Claims”). BUYER, FOR ITSELF AND ON BEHALF OF EACH OF ITS AFFILIATES AND ITS AND THEIR REPRESENTATIVES, SPECIFICALLY WAIVES THE PROVISIONS OF ANY LEGAL REQUIREMENT, THE INTENT OF WHICH IS AS FOLLOWS: Buyer, for itself and on behalf of each of its Affiliates and its or their Representatives, acknowledges that it or its attorneys or agents may hereafter discover claims or facts in addition to, or different from, those which it now believes to be sold and transferred through the Transferred Domain Names under the premises of “as-is, at current locations, and with all flaws”, and the Transferor will not be responsible to take any action true with respect to the maintenance subject matter of the current conditionsReleased Claims, but agrees that (x) it has taken such possibility into account in reaching this Agreement, (y) the releases given herein shall be and remain in effect notwithstanding the discovery or availability existence of any such additional or different Claims or facts, as to which Buyer expressly assumes the risk, and (z) notwithstanding the discovery or existence of any such additional or different Claims or facts, it is nonetheless Buyer's intention, for itself and on behalf of each of its Affiliates and its and their Representatives, to fully, finally and forever settle and release all disputes and differences, known or unknown, suspected or unsuspected, as to the existing useReleased Claims. Buyer, for itself and on behalf of each of its Affiliates and its and their Representatives, hereby covenants not to file or commence any Legal Proceedings against any of Seller or any of its Affiliates or its or their Representatives in connection with any matter released hereunder. (e) The provisions of this Section 8.5 shall survive the Transferred Domain NamesClosing indefinitely. (f) Buyer, for itself and on behalf of each of its Affiliates and its and their Representatives, acknowledges that it has carefully reviewed this Section 8.5 and discussed it with legal counsel and that this Section 8.5 is a material part of this Agreement.

Waiver of Other Representations. (a) The Transferee Each Buyer is a buyer an informed and sophisticated purchaser, who is familiar with relevant information the ownership and experienceoperation of, and has employed experts and consultants with xxxx experience engaged expert advisors, experienced in the business of appraisal evaluation and acquisitionpurchase of, real property such as the Real Properties, hotels such as the Hotels and assets such as the other Hotel Assets, each as contemplated hereunder. The Transferee Subject to the representations and warranties made in this Agreement by Parent, each Buyer has made investigationhad adequate opportunity to undertake, and has receivedundertaken, such investigation and appraised, all the has been provided with access to and has evaluated such documents and information as it has deemed necessary for making a wise to (i) enable it to make an informed and intelligent decision regarding with respect to the execution, delivery and performance of this Agreement. The Transferee acknowledges that Agreement and the Transferor has provided to other Transaction Documents and (ii) evaluate the Transferee the full and open access to the business-related important employees, documents and facilities. Prior to ClosingReal Properties, the Transferee will make further investigationsHotels, the other Hotel Assets and will request provision any of additional documents and information it deems necessary. The Transferee agreestheir respective operations, on prospects, or condition (financial or otherwise), including the basis of its review, inspection and identification evaluation of the Transferred Domain Names items set forth in clauses (1) through (12) of Section 8.5(b)(i)(A). Subject to all aspectsother applicable provisions of this Agreement, to receive Buyers shall accept the Transferred Domain Names on an “as it is” basis” Real Properties, the Hotels and the other Hotel Assets in the condition they are in on the Closing DayDate based upon Buyers’ own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, explicit or implied, nature made by or on behalf of the Transferor or otherwise attributable imputed to the Transferor (except for those expressly set forth herein)Parent that are not included in this Agreement or in any Transaction Document. (b) Notwithstanding anything to Except for the contrary hereinspecific representations and warranties expressly made by Parent in Articles III and IV of this Agreement or in any Transaction Document, (i) each Buyer acknowledges and agrees that (A) neither Parent nor any of its Representatives is making or has made any representation or warranty, expressed or implied, at law or in equity, in respect of the Real Properties, the explicit intent Hotels, the other Hotel Assets or any of their respective operations, prospects, or condition (financial or otherwise), including with respect to (1) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of any Real Property, any Hotel, and other Hotel Asset or any aspect or portion thereof, including, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, water and utility systems, facilities and appliances, soils, geology and groundwater, (2) the dimensions or lot size of any Real Property, any Hotel or any other Hotel Asset or the square footage of any of the parties hereto isimprovements thereon or of any space therein, (3) the condition of title to any Real Property, any Hotel or any other Hotel Asset, (4) the development or income potential, or rights of or relating to, any Real Property, any Hotel or any other Hotel Asset, or the fitness, suitability, value or adequacy of any Real Property, any Hotel or any other Hotel Asset for any particular purpose, (5) the zoning or other legal status of any Real Property, any Hotel or any other Hotel Asset, (6) the compliance of any Real Property, any Hotel or any other Hotel Asset or its operation with any applicable codes, Laws, covenants, conditions and restrictions of any Governmental Authority or of any other Person (including, the parties hereto agreeAmericans with Disabilities Act of 1990, that as amended), (7) the Transferor ability of any Buyer or any of its affiliates Affiliates to obtain any necessary Permits for the use or representatives has not madedevelopment of any Real Property, any Hotel or any other Hotel Asset, (8) the presence, absence, condition or compliance of any Hazardous Materials on, in, under, above or about any Real Property, any Hotel or any other Hotel Asset or any adjoining or neighboring property, (9) the quality of any labor and materials used in any improvements at, or is not makingotherwise relating in any manner to, any representations Real Property, any Hotel or warrantiesany other Hotel Asset, explicit (10) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of, any Real Property, any Hotel or any other Hotel Asset, (11) the Management Agreements, Franchise Agreements and PIPs or (12) the accuracy or completeness of any confidential information memoranda, offering presentation, documents, projections, material or other information (financial or otherwise) regarding the Real Properties, the Hotels or any other Hotel Asset furnished to any Buyer or its representatives or made available to any Buyer and its Representatives in any “data rooms,” “virtual data rooms,” offering presentations, management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement or the Transaction Documents, or in respect of any other matter or thing whatsoever, and (B) no Representative of Parent has any authority, express or implied, written to make any representations, warranties or verbalagreements not specifically set forth in this Agreement and subject to the limited remedies provided in this Agreement, with respect to any of the following matters, any responsibilities or obligations of which are hereby denied by the Transferor: (i) the value, conditions, merchantability or suitability in or of the Transferred Domain Names or any part thereof for any special purpose; (ii) each Buyer specifically disclaims that it is relying upon or has relied upon any forecastssuch other representations or warranties not contained herein or in any Transaction Document that may have been made by any Person, estimates and acknowledges and agrees that Parent has specifically disclaimed and does hereby specifically disclaim any such other representation or prospectswarranty made by any Person, business visions (in finance or otherwise), future operation results (or any part thereof), or future cash flows or future financial conditions (or any part thereof), received or receivable by the Transferee; and (iii) each Buyer specifically disclaims any obligation or duty by Parent or any Person to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Articles III and IV of this Agreement or in any Transaction Document and (iv) the applicable Buyer is acquiring the Real Property, the Hotels and the other information Hotel Assets subject only to the specific representations and warranties of Parent set forth in Articles III and IV of this Agreement or documents obtainable in any Transaction Document as further limited by the Transferee or its representatives regarding the Transferred Domain Names, including any information memorandum, other publications, data center information or answers to questionsspecifically bargained-for exclusive remedies as set forth in this Article VIII. (c) The Transferor’s rights EXCEPT AS OTHERWISE SET FORTH IN SECTION 4.9, PARENT HAS NOT, DOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS MATERIALS. AS OF THE CLOSING, EACH BUYER RELEASES PARENT FROM ANY AND ALL CLAIMS SUCH BUYER MAY HAVE AGAINST PARENT OF WHATEVER KIND OR NATURE RESULTING FROM OR IN ANY WAY CONNECTED WITH THE ENVIRONMENTAL CONDITION OF THE REAL PROPERTY OR HOTELS, INCLUDING ANY AND ALL CLAIMS SUCH BUYER MAY HAVE AGAINST PARENT UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (CERCLA), OR ANY OTHER LAW PERTAINING TO THE RELEASE OF HAZARDOUS MATERIALS INTO THE ENVIRONMENT FROM OR AT ANY REAL PROPERTY OR ANY HOTEL. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR IN THE TRANSACTION DOCUMENTS, EACH BUYER RELEASES PARENT FROM, AND ASSUMES ALL RISKS WITH RESPECT TO, ALL CLAIMS WHICH SUCH BUYER OR ANY PARTY RELATED TO OR AFFILIATED WITH SUCH BUYER HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE PROPERTY INCLUDING THE DOCUMENTS AND INFORMATION REFERRED TO HEREIN, AND EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR IN ANY TRANSACTION DOCUMENT, NO BUYER SHALL LOOK TO PARENT IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION. (d) EACH Buyer and interests Parent agree that, except as expressly provided for in this Agreement or the Transferred Domain Names will other Transaction Documents, (i) the Real Property, Hotels and other hotel assets shall be sold and transferred through THE APPLICABLE buyer shall accept possession of the Transferred Domain Names under APPLICABLE Real Property, Hotels and other hotel assets on the premises Closing Date “AS IS,” “WHERE IS,” and “WITH ALL FAULTS,” with no right of “as-isset‑off or reduction in the CLOSING CASH CONSIDERATION; and (ii) such sale shall be without representation or warranty of any kind, at current locationswhether express, implied, statutory or otherwise, including any warranty of income potential, operating expenses, uses, merchantability or fitness for a particular purpose, and parent hereby disclaims and renounces any such representation or warranty. Except with respect to any Losses arising out of any breach of any express representation, warranty, covenant or agreement set forth in this Agreement or any Transaction Document which shall be governed exclusively by the provisions of this Article VIII, each Buyer, for itself and on behalf of each of its Affiliates and its and their Representatives, hereby waives, releases and forever discharges Parent, its Affiliates and its and their Representatives, from any and all flawsLosses whether known or unknown, which such Buyer has or may have in the future, arising out of or in connection with the Real Property Hotels and other Hotel Assets including without limitation the physical, environmental, governmental, economic or legal condition of thereof or the operation thereof (collectively, the “Released Claims”). EACH BUYER, FOR ITSELF AND ON BEHALF OF EACH of its affiliates and the Transferor will not its and their representatives, SPECIFICALLY WAIVES THE PROVISIONS OF ANY LEGAL REQUIREMENT, THE INTENT OF WHICH IS AS FOLLOWS: Each Buyer, for itself and on behalf of each of its Affiliates and its or their Representatives, acknowledges that it or its attorneys or agents may hereafter discover claims or facts in addition to, or different from, those which it now believes to be responsible to take any action true with respect to the maintenance subject matter of the current conditionsReleased Claims, but agrees that (x) it has taken such possibility into account in reaching this Agreement, and (y) the releases given herein shall be and remain in effect notwithstanding the discovery or availability existence of any such additional or different Claims or facts, as to which such Buyer expressly assumes the risk, and (z) notwithstanding the discovery or existence of any such additional or different Claims or facts, it is nonetheless such Buyer’s intention, for itself and on behalf of each of its Affiliates and its and their Representatives, to fully, finally and forever settle and release all disputes and differences, known or unknown, suspected or unsuspected, as to the existing useReleased Claims. Each Buyer, for itself and on behalf of each of its Affiliates and its and their Representatives, hereby covenants not to file or commence any Legal Proceedings against any of Parent or any of its Affiliates or its or their Representatives in connection with any matter released hereunder. (e) The provisions of this Section 8.5 shall survive the Transferred Domain NamesClosing indefinitely. (f) Each Buyer, for itself and on behalf of each of its Affiliates and its and their Representatives, acknowledges that it has carefully reviewed this Section 8.5 and discussed it with legal counsel and that this Section 8.5 is a material part of this Agreement. _______________________Buyer I’s Initials _______________________Buyer II’s Initials

Waiver of Other Representations. (a) The Transferee Notwithstanding anything in this agreement to the contrary and except those representations and warranties expressly set forth in this Agreement or in any other Transaction Document, it is a buyer with relevant information and experiencethe explicit intent of each Party, and the Parties hereby agree, that none of Seller or any of its Affiliates or their respective Representatives has employed experts made or is making any representation or warranty whatsoever, express or implied, at common law, statutory or otherwise, written or oral with respect to the Acquired Companies or any of the Purchased Assets, or any part thereof and consultants the accuracy or completeness of the information, records and data now, heretofore or hereafter Made Available or otherwise provided to Buyer in connection with xxxx experience this Agreement (including any description of the Acquired Companies, the Purchased Assets, revenue, price and expense assumptions, financial projections or forecasts, electricity demand forecasts, environmental information or any other information furnished to Buyer by Seller or any Affiliate of Seller (including the Acquired Companies) or any of the respective Representatives thereof) and any such other representations or warranties are hereby expressly disclaimed; provided, however, that nothing herein shall release Seller from liability for Fraud, intentional misrepresentation or wilful misconduct. Buyer has not executed or authorized the execution of this Agreement in reliance upon any such promise, representation or warranty not expressly set forth herein or in the business of appraisal Transaction Documents. (b) Except for those representations and acquisition. The Transferee has made investigationwarranties expressly set forth herein or in any other Transaction Document, and has received, and appraised, all the documents and information necessary for making a wise decision regarding the execution, delivery and performance of this Agreement. The Transferee acknowledges that the Transferor has provided to the Transferee the full and open access to the business-related important employees, documents and facilities. Prior to Closing, the Transferee will make further investigations, and will request provision of additional documents and information it deems necessary. The Transferee agrees, on the basis of its review, inspection and identification of the Transferred Domain Names in all aspects, to receive the Transferred Domain Names on an “as it is” basis” on the Closing Day, without reliance upon Seller expressly disclaims any representations or warranties of any kind or nature, explicit express or implied, as to the condition, value or quality of the Acquired Companies or the Purchased Assets or the prospects (financial or otherwise), risks and other incidents of the Acquired Companies or the Purchased Assets and any such other representations or warranties are hereby expressly disclaimed; provided, however, that nothing herein shall release Seller from liability for Fraud, intentional misrepresentations or wilful misconduct. Without limiting the generality of the immediately preceding sentence, except for those representations and warranties expressly provided in this Agreement or in any other Transaction Document, Seller hereby expressly disclaims and negates any representation or warranty, express or implied, at common law, statutory, or otherwise, relating to the condition of the Purchased Assets (including any implied or express warranty of merchantability, use, suitability or fitness for a particular purpose, or of conformity to models or samples of materials, or the presence or absence of any Hazardous Material in or on, or disposed or discharged from, the Purchased Assets) or any infringement by Seller, the Acquired Companies or any of their respective Affiliates of any patent or proprietary right of any third party. Buyer has agreed not to rely on any representation made by Seller with respect to the condition, quality or on behalf state of the Transferor or otherwise attributable to the Transferor (Purchased Assets, except for those expressly set forth in this Agreement or in any other Transaction Document. The provisions contained in this Agreement are the result of extensive negotiations between Buyer and Seller and no other assurances, representations or warranties about the quality, condition or state of the Acquired Companies or the Purchased Assets were made by Seller in the inducement thereof, except as provided herein). (b) Notwithstanding anything ; provided, however, that nothing herein shall release Seller from liability for Fraud, intentional misrepresentations or wilful misconduct. Except as expressly provided for in this Agreement or in any other Transaction Documents, Seller shall not have or be subject to any liability to Buyer or any other Person resulting from the contrary hereindistribution to Buyer, or Buyer’s use of or reliance on, any information, documents or material that is Made Available or otherwise provided by Buyer in expectation of, or in connection with, the explicit intent of the parties hereto is, and the parties hereto agree, that the Transferor or any of its affiliates or representatives has not made, or is not making, any representations or warranties, explicit or implied, written or verbal, with respect to any of the following matters, any responsibilities or obligations of which are hereby denied by the Transferor: (i) the value, conditions, merchantability or suitability in or of the Transferred Domain Names or any part thereof for any special purpose; (ii) any forecasts, estimates or prospects, business visions (in finance or otherwise), future operation results (or any part thereof), or future cash flows or future financial conditions (or any part thereof), received or receivable by the Transferee; and (iii) any other information or documents obtainable by the Transferee or its representatives regarding the Transferred Domain Names, including any information memorandum, other publications, data center information or answers to questionstransactions contemplated hereby. (c) The Transferor’s rights and interests in the Transferred Domain Names will be sold and transferred through the Transferred Domain Names under the premises of “as-is, at current locations, and with all flaws”, and the Transferor will not be responsible to take any action with respect to the maintenance of the current conditions, or availability for the existing use, of the Transferred Domain Names.

Waiver of Other Representations. (a) The Transferee Buyer is a buyer an informed and sophisticated purchaser, who is familiar with relevant information the ownership and experienceoperation of, and has employed experts and consultants with xxxx experience engaged expert advisors, experienced in the business of appraisal evaluation and acquisitionpurchase of, companies such as the Company and the Company Subsidiaries, real property such as the Real Property and housing such as the Communities, each as contemplated hereunder. The Transferee Buyer has made investigationhad adequate opportunity to undertake, and has receivedundertaken, such investigation and appraised, all the has been provided with access to and has evaluated such documents and information as it has deemed necessary for making a wise to (i) enable it to make an informed and intelligent decision regarding with respect to the execution, delivery and performance of this Agreement. The Transferee acknowledges that Agreement and the Transferor has provided to other Transaction Documents and (ii) evaluate the Transferee the full and open access to the business-related important employees, documents and facilities. Prior to ClosingReal Property, the Transferee will make further investigationsCommunities, the Company, the Company Subsidiaries and will request provision any of additional documents and information it deems necessary. The Transferee agreestheir respective operations, on prospects, or condition (financial or otherwise), including the basis of its review, inspection and identification evaluation of the Transferred Domain Names items set forth in all aspectsclauses (1) through (12) of Section 8.5(b)(i)(A). Buyer shall accept the Shares, to receive the Transferred Domain Names on an “as it is” basis” Company, the Subsidiary Equity Interests, the Company Subsidiaries, the Real Property and the Communities in the condition they are in on the Closing DayDate based upon Buyer’s own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, explicit or implied, nature made by or on behalf of or imputed to Seller (other than the Transferor express representations and warranties of Seller and the Company set forth in Article III and Article IV, respectively). Any Property Reports that have been provided or otherwise attributable communicated to Buyer by Seller or its Representatives have been provided solely for informational purposes and Seller and its Representatives do not represent, warrant or agree that such Property Reports or the information contained therein is accurate, correct or may be relied upon by Buyer or any third party as to the Transferor nature or extent of any condition of the Real Property or Communities (except for those expressly other than the as to matters or information separately addressed by the express representations and warranties of Seller and the Company set forth hereinin Article III and Article IV, respectively). The Property Reports shall not alter Buyer’s agreement under this Section 8.5. Buyer expressly acknowledges and agrees that any summaries, abstracts or other information that has been Made Available to the Buyer, including in the electronic data room established for the transactions contemplated hereby, that purports to summarize any underlying agreement that has also been Made Available to the Buyer, has been Made Available to the Buyer solely for convenience purposes only and is qualified in its entirety to the underlying agreement for which any such summary or abstract purports to summarize. (b) Except for the specific representations and warranties expressly made by Seller and the Company in Article III and Article IV, respectively, (i) Buyer acknowledges and agrees that (A) none of Seller or the Company nor any of their respective Representatives is making or has made any representation or warranty, expressed or implied, at law or in equity, in respect of the Real Property, the Communities, the Company, the Company Subsidiaries or any of their respective operations, prospects, or condition (financial or otherwise), including with respect to (1) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of any Real Property, any Community or any aspect or portion thereof, including, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, water and utility systems, facilities and appliances, soils, geology and groundwater, (2) the dimensions or lot size of any Real Property or any Community or the square footage of any of the improvements thereon or of any space therein, (3) the condition of title to any Real Property or any Community, (4) the development or income potential, or rights of or relating to, any Real Property or any Community, or the fitness, suitability, value or adequacy of any Real Property or any Community for any particular purpose, (5) the zoning or other legal status of any Real Property or any Community, (6) any Legal Proceedings with respect to, or involving, any Real Property or any Community or the compliance of any Real Property or any Community or its operation with any applicable codes, Laws, covenants, conditions and restrictions of any Governmental Authority or of any other Person (including, the Americans with Disabilities Act of 1990, as amended), (7) the ability of Buyer or the Company or any Company Subsidiary or any of their Affiliates to obtain any necessary Permits for the use or development of any Real Property or any Community, (8) the presence, absence, condition or compliance of any Hazardous Materials on, in, under, above or about any Real Property, any Community or any adjoining or neighboring property, (9) the quality of any labor and materials used in any improvements at, or otherwise relating in any manner to, any Real Property or any Community, (10) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of, any Real Property or any Community, (11) the Ground Leases, University Agreements or Student Leases or (12) the accuracy or completeness of any Property Reports, confidential information memoranda, offering presentation, documents, projections, material or other information (financial or otherwise) regarding the Real Property, the Communities, the Company or the Company Subsidiaries furnished to Buyer or its Representatives or made available to Buyer and its Representatives in any “data rooms,” “virtual data rooms,” offering presentations, management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement or the Transaction Documents, or in respect of any other matter or thing whatsoever, and (B) no Representative of Seller or the Company has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies provided in this Agreement, (ii) Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that each of Seller and the Company has specifically disclaimed and does hereby specifically disclaim any such other representation or warranty made by any Person, (iii) Buyer specifically disclaims any obligation or duty by Seller, the Company or any Person to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Article III and Article IV of this Agreement and (iv) Buyer is acquiring the Real Property, the Communities, the Company and the Company Subsidiaries subject only to the specific representations and warranties of Seller and the Company set forth in Article III and Article IV, respectively, as may be further limited by the specifically bargained-for exclusive remedies and other provisions as set forth in this Article VIII. (c) Except for the specific representations and warranties expressly made by Buyer in Article V of this Agreement, (i) Seller acknowledges and agrees that (A) none of Buyer or any of its Representatives is making or has made any representation or warranty, expressed or implied, at law or in equity, with respect to any matter, and (B) no Representative of Buyer has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies provided in this Agreement, (ii) Seller specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that Buyer has specifically disclaimed and does hereby specifically disclaim any such other representation or warranty made by any Person, (iii) Seller specifically disclaims any obligation or duty by Buyer or any Person to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Article V of this Agreement and (iv) Seller is consummating the transactions the subject of this Agreement and the other Transaction Documents subject only to the specific representations and warranties of Buyer set forth in Article V of this Agreement as may be further limited by the specifically bargained-for exclusive remedies and other provisions as set forth in this Article VIII. (d) THE PARTIES AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, (I) SELLER'S INTEREST IN THE COMPANY, THE COMPANY SUBSIDIARIES, REAL PROPERTY AND COMMUNITIES SHALL BE SOLD AND BUYER SHALL ACCEPT POSSESSION OF THE COMPANY, THE COMPANY SUBSIDIARIES, REAL PROPERTY AND COMMUNITIES ON THE CLOSING DATE “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS,” WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE FINAL PURCHASE PRICE; AND (II) SUCH SALE SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER AND THE COMPANY HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. (e) Notwithstanding anything to the contrary herein, the explicit intent provisions of the parties hereto isthis Section 8.5 are not intended, and shall not operate, to limit the parties hereto agree, that the Transferor liability of any Person in respect of any claim or any cause of its affiliates action based on or representatives has not made, or is not making, any representations or warranties, explicit or implied, written or verbal, with respect to any arising out of the following matters, any responsibilities or obligations of which are hereby denied by the Transferor: (i) the value, conditions, merchantability or suitability in or of the Transferred Domain Names or any part thereof for any special purpose; (ii) any forecasts, estimates or prospects, business visions (in finance or otherwise), future operation results (or any part thereof), or future cash flows or future financial conditions (or any part thereof), received or receivable by the Transferee; and (iii) any other information or documents obtainable by the Transferee or its representatives regarding the Transferred Domain Names, including any information memorandum, other publications, data center information or answers to questionsfraud. (cf) The Transferor’s rights and interests in provisions of this Section 8.5 shall survive the Transferred Domain Names will be sold and transferred through the Transferred Domain Names under the premises of “as-is, at current locations, and with all flaws”, and the Transferor will not be responsible to take any action with respect to the maintenance of the current conditions, or availability for the existing use, of the Transferred Domain NamesClosing indefinitely.