Common use of Limitations on Representations and Warranties Clause in Contracts

Limitations on Representations and Warranties. Purchaser agrees and acknowledges that, except as set forth in Section 9.2 below, neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or condition of the Property or the capabilities thereof, and that Purchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Purchaser agrees to take the Property "AS IS," as of the Effective Date, reasonable wear and tear, minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY, THE FINANCIAL CONDITION OR VIABILITY OF THE PROPERTY, OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH PURCHASER MAY DESIRE TO USE IT. SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS SUFFICIENT OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT THE PROPERTY AND ACCEPTS SAME "AS IS" AND "WITH ALL FAULTS".

Limitations on Representations and Warranties. Purchaser hereby agrees and acknowledges that, except as set forth in Section 9.2 10.2 below, neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or condition of the Property or the capabilities thereof, and that Purchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Purchaser agrees to take the Real Property and the Personal Property "AS ISas is," as of the Effective Datedate hereof, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY, THE FINANCIAL CONDITION OR VIABILITY OF THE PROPERTY, PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH PURCHASER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS SUFFICIENT OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT INSPECTED THE PROPERTY AND ACCEPTS SAME "AS IS" AND "WITH ALL FAULTS". Purchaser understands that any financial statement and data, including, without limitation, gross rental income, operating expenses and cash flow statements, to be made available by Seller to Purchaser, will be unaudited financial statements and data not prepared or reviewed by independent public accountants, and that Seller makes no representation as to the accuracy or completeness thereof.

Limitations on Representations and Warranties. Purchaser hereby agrees and acknowledges that, except as set forth in Section 9.2 10.2 below, neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or condition of the Property or the capabilities thereof, and that Purchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Purchaser agrees to take the Real Property and the Personal Property "AS ISas is," as of the Effective Datedate hereof, reasonable wear and tear, minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY, THE FINANCIAL CONDITION OR VIABILITY OF THE PROPERTY, PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH PURCHASER MAY DESIRE TO USE IT, EXCEPT AS SET FORTH IN SECTION 10.2 HEREOF. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND AND, EXCEPT AS SET FORTH IN SECTION 10.2 HEREOF, ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS SUFFICIENT OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT INSPECTED THE PROPERTY AND ACCEPTS SAME "AS IS" AND "WITH ALL FAULTS". Purchaser understands that any financial statements and data, including, without limitation, gross rental income, operating expenses and cash flow statements, to be made available by Seller to Purchaser, will be unaudited financial statements and data not prepared or reviewed by independent public accountants, and, With the exception of the Rent Roll, that Seller makes no representation as to the accuracy or completeness thereof.

Limitations on Representations and Warranties. Purchaser agrees and acknowledges thatWithout prejudice to any of the other rights of the parties, except as set forth the Seller will not be in Section 9.2 below, neither Seller nor any agent, attorney, employee or representative breach of Seller has made any representation whatsoever regarding or warranty, as a result of a change in law by means of any legislative enactment, constitutional amendment or voter initiative. THE SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT BILLED TRANSITION CHARGES WILL BE ACTUALLY COLLECTED FROM CUSTOMERS. COVENANTS OF THE SELLER Existence. Subject to Section 5.02, so long as any of the subject matter Transition Bonds of any Series are Outstanding, the Seller (a) will keep in full force and effect its existence and remain in good standing under the laws of the jurisdiction of its organization, (b) will obtain and preserve its qualification to do business, in each case to the extent that in each such jurisdiction such existence or qualification is or shall be necessary to protect the validity and enforceability of this saleAgreement, the other Basic Documents to which the Seller is a party and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby or to the extent necessary for the Seller to perform its obligations hereunder or thereunder and (c) will continue to own and operate its transmission and distribution system (or, if by law, the Seller is no longer required to own and/or operate both the transmission and distribution systems, then the Seller-s distribution system) in order and to the extent required to provide electric services to the Seller-s Customers within the Service Area. Nothing in this Section 4.01 shall prohibit the Seller from selling, assigning or otherwise divesting any of its properties or assets; provided that in the event that the Seller sells, assigns or otherwise divests of all or any portion of its transmission and distribution system required to provide electric service to the Seller-s Customers in the Service Area (or, if by law, the Seller is no longer required to own and/operate both the transmission and distribution systems, if the Seller sells, assigns or otherwise divests all or any portion of its distribution system required to provide electric service to the Seller-s Customers in the Service Area), then the entity acquiring such distribution (and if owned and/or operated jointly, transmission) facilities is either required by law or agrees by contract to continue operating the facilities to provide electric services to Seller-s Customers in the Service Area, and, in the case of a portion of the distribution (and, if applicable transmission) assets, the conditions of Section 5.02(c)(4) are satisfied. No Liens. Except for the conveyances hereunder or any Lien under Section 39.309 of the Securitization Law for the benefit of the Issuer (as the Issuer) and the Secured Parties, the Seller will not sell, pledge, assign or transfer, or grant, create, incur, assume or suffer to exist any Lien on, any of the Transferred Transition Property, or any part thereofinterest therein, including (without limiting and the generality Seller shall defend the right, title and interest of the foregoing) representations as to Issuer and the physical nature or condition Indenture Trustee, on behalf of the Secured Parties, in, to and under the Transferred Transition Property against all claims of third parties claiming through or under the capabilities thereof, and that PurchaserSeller. EGSI, in executingits capacity as Seller, delivering and/or performing this Agreementwill not at any time assert any Lien against, does not rely upon or with respect to, any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Purchaser agrees to take the Property "AS IS," as of the Effective Date, reasonable wear and tear, minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY, THE FINANCIAL CONDITION OR VIABILITY OF THE PROPERTY, OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH PURCHASER MAY DESIRE TO USE IT. SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS SUFFICIENT OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT THE PROPERTY AND ACCEPTS SAME "AS IS" AND "WITH ALL FAULTS"Transferred Transition Property.

Limitations on Representations and Warranties. Purchaser agrees In the case of a Trade Sale approved by the Dragging Shareholders, the non-Dragging Shareholders (and acknowledges thatany Investors) shall not be required to (i) make any representations, warranties or covenants in connection with such Trade Sale other than with respect to the good and marketable titles of the Equity Securities held by such non-Dragging Shareholders (and/or any Investors) and its respective ability to convey title thereto free and clear of liens, encumbrances or adverse claims, (ii) be liable for the breach of any representation, warranty or covenant made by any other person in connection with the Trade Sale, other than the Company, and any liability shall be limited to such non-Dragging Shareholder’s (or any such Investor’s, as the case may be) applicable Equity Securities (based on the proceeds payable to each Shareholder in connection with such Trade Sale) of a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds the amount of consideration otherwise payable to such non-Dragging Shareholder (or any such Investor, as the case may be) in connection with such Trade Sale, except with respect to claims related to fraud by such non-Dragging Shareholder (or any such Investor, as set forth the case may be) (as determined pursuant to the decision of a final non-appealable court of competent jurisdiction in Section 9.2 belowaccordance with Sections 16.10 (Governing Law) and 16.11 (Dispute Resolution)), neither Seller nor or (iii) agree to any agentcovenant not to compete or covenant not to solicit customers or suppliers of any party to the Trade Sale (but may be required to agree to covenant not to solicit Group Company officers and employees if such non-Dragging Shareholder (or any such Investor, attorneyas the case may be) agrees in writing to be bound as such) or agree to any other covenants that are more restrictive than the other non-Dragging Shareholders (or any such Investors, employee as the case may be), unless such non-Dragging Shareholder (or representative such Investor, as the case may be) is a Group Company officer or employee. If an escrow amount is required for the liability of Seller has made any non-Dragging Shareholder with respect to any representation whatsoever regarding and warranty or covenant made by the subject matter of this saleCompany and/or the non-Dragging Shareholders in connection with such Trade Sale, or any part thereof, including (without limiting the generality Dragging Shareholders shall use commercially reasonable efforts to keep the escrow percentage in the aggregate of the foregoing) representations as consideration payable to all Shareholders of the Company and escrow period to the physical nature or condition of the Property or the capabilities thereof, and that Purchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Purchaser agrees to take the Property "AS IS," as of the Effective Date, reasonable wear and tear, minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY, THE FINANCIAL CONDITION OR VIABILITY OF THE PROPERTY, OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH PURCHASER MAY DESIRE TO USE IT. SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS SUFFICIENT OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT THE PROPERTY AND ACCEPTS SAME "AS IS" AND "WITH ALL FAULTS"minimum.

Limitations on Representations and Warranties. Purchaser hereby agrees and acknowledges thatas follows, subject to and except as for the representations and warranties of Seller set forth in Section 9.2 10.2 below, neither : Neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or condition of the Property or the capabilities thereof, and that Purchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Purchaser agrees to take the Real Property and the Personal Property "AS ISas is," as of the Effective Datedate hereof, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY, THE FINANCIAL CONDITION OR VIABILITY OF THE PROPERTY, PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH PURCHASER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS SUFFICIENT OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT INSPECTED THE PROPERTY AND ACCEPTS SAME "AS IS" AND "WITH ALL FAULTS". Purchaser understands that any financial statements and data, including, without limitation, gross rental income, operating expenses and cash flow statements, to be made available by Seller to Purchaser, will be unaudited financial statements and data not prepared or reviewed by independent public accountants, and that, subject to and except as may be expressly set forth in Section 10.2 below, Seller makes no representation as to the accuracy or completeness thereof.

Limitations on Representations and Warranties. Purchaser agrees (a) Each of Seller’s Warranties shall be deemed modified to reflect any changes in the same as a result actions Sellers are expressly permitted to take under this Agreement or the acts of Buyer. Each of Seller’s Warranties shall be deemed modified to reflect Buyer’s deemed knowledge as of the Due Diligence Deadline. Further, to the extent that Buyer is deemed to know after the Due Diligence Deadline but prior to the Closing Date that any of Seller’s Warranties are inaccurate, untrue or incorrect and acknowledges thatsuch inaccurate, except as set forth untrue or incorrect Seller’s Warranty has a Property Material Adverse Effect, and (b) Buyer nonetheless proceeds to Closing notwithstanding such Property Material Adverse Effect, then such Seller’s Warranties shall be deemed modified to reflect Buyer’s deemed knowledge. Seller’s Warranties shall not be deemed modified after the Due Diligence Deadline to reflect Buyer’s deemed knowledge if such inaccuracy, untruth or incorrectness does not constitute a Property Material Adverse Effect. Buyer shall be “deemed to know” any fact, circumstance or information or shall have “deemed knowledge” of the same to the extent (i) that the Buyer has actual knowledge of a particular fact or circumstance or information that is inconsistent with any Seller’s Warranty, or (ii) this Agreement, any closing documents executed by Sellers, any document posted in Section 9.2 below, neither Seller nor any agent, attorney, employee the electronic data room or representative delivered directly to Buyer no later than five (5) Business Days prior to the expiration of Seller has made any representation whatsoever regarding the subject matter of this saleDue Diligence Deadline, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature third party reports prepared or condition of the Property or the capabilities thereof, and that Purchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, obtained by any individual, firm Buyer’s Representatives and delivered to Buyer in connection with Buyer’s due diligence discloses a particular fact or corporation. Purchaser agrees to take the Property "AS IS," as of the Effective Date, reasonable wear and tear, minor damage caused by the removal of circumstance or contains information that is inconsistent with any personal property or fixtures not included in this sale, excepted. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY, THE FINANCIAL CONDITION OR VIABILITY OF THE PROPERTY, OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH PURCHASER MAY DESIRE TO USE IT. SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS SUFFICIENT OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT THE PROPERTY AND ACCEPTS SAME "AS IS" AND "WITH ALL FAULTS"Seller’s Warranty.

Limitations on Representations and Warranties. Purchaser hereby agrees and acknowledges that, except as set forth in Section 9.2 10.2 below, neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or condition of the Property or the capabilities thereof, and that Purchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Purchaser agrees to take the Real Property and the Personal Property "AS ISas is," as of the Effective Datedate hereof, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY, THE FINANCIAL CONDITION OR VIABILITY OF THE PROPERTY, PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH PURCHASER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS SUFFICIENT OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT INSPECTED THE PROPERTY AND ACCEPTS SAME "AS IS" AND "WITH ALL FAULTS". Purchaser understands that any financial statements and data, including, without limitation, gross rental income, operating expenses and cash flow statements, to be made available by Seller to Purchaser, will be unaudited financial statements and data not prepared or reviewed by independent public accountants, and that Seller makes no representation as to the accuracy or completeness thereof. Seller shall make the books and records of the Property for 1994 and 1995 available to Seller for a period of sixty (60) days after the Closing to permit Purchaser's accountants to conduct an audit; provided, however, Seller shall have no expense, liability or responsibility for anything shown in such audit. Purchaser shall indemnify and hold harmless the Seller from any claim, damage, loss or liability to which Seller is at any time subjected by any person as a result of its compliance with the previous sentence. The provisions of this paragraph shall survive Closing. In the event Purchaser's accountants request an audit letter with respect to such audits, Seller shall supply such a letter in a form reasonably acceptable to Seller; provided, that, in no event shall such letter expand or enhance Seller's representations and warranties under this Agreement.

Limitations on Representations and Warranties. Purchaser agrees KPR is selling to Buyer and acknowledges that, except as set forth in Section 9.2 below, neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding Buyer is buying from KPR the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or condition of the Property or the capabilities thereofInterest, and that Purchaserthereby its indirect interest in the Project Partnership and the Project, KES is assigning to Assignee and Assignee taking in executingassignment from KES, delivering and/or performing this the Project Note and KBI is assigning to Buyer and Buyer is taking in assignment from KBI, the Administrative Services Agreement, does not rely upon any statement and/or information to whomever made or given(together with the Interest and the Project Note, directly or indirectlythe "Purchased Assets"), orally or in writing, by any individual, firm or corporation. Purchaser agrees to take the Property "AS IS," as of the Effective Date, reasonable wear and tear, minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY, THE FINANCIAL CONDITION OR VIABILITY OF THE PROPERTY, OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH PURCHASER MAY DESIRE TO USE IT. SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS SUFFICIENT OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT THE PROPERTY AND ACCEPTS SAME each on a "AS IS" AND and "WITH ALL FAULTS"" basis, except as expressly set forth herein. The Buyer Parties hereby acknowledge that OTHER THAN THOSE SPECIFIC REPRESENTATIONS AND WARRANTIES MADE IN THIS SECTION 4, THE KES ENTITIES HAVE NOT MADE, DO NOT MAKE, AND HEREBY DISCLAIM ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH PURCHASED ASSETS INCLUDING, BUT NOT LIMITED TO, THE DESIGN, CAPACITY, CONDITION, MERCHANTABILITY, OR FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE, OF ANY PORTION OF THE PURCHASED ASSETS, INCLUDING WITHOUT LIMITATION, THE INTEREST AND THE INDIRECT INTEREST IN THE PROJECT PARTNERSHIP AND/OR THE PROJECT. The Buyer Parties further acknowledge that the KES Entities are not, except to the extent of representation and warranties set forth in this Section 4, responsible for compliance with requirements of any laws, ordinances, governmental rules or regulations including, but not limited to, laws with respect to environmental matters, patent, trademark, copyright or trade secret infringement, or for any direct, indirect, incidental, punitive, consequential or other damages arising out of the ownership, use of or inability to use the Purchased Assets, including any portion of the Interest or the indirect interest in the Project Partnership or the Project.

Limitations on Representations and Warranties. Purchaser Buyer hereby agrees and acknowledges that, except as set forth in Section 9.2 10.2 below, neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or condition of the Property or the capabilities thereof, and that PurchaserBuyer, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Purchaser Buyer agrees to take the Real Property, Improvements and the Personal Property "AS IS“as is," ” as of the Effective Datedate hereof, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. EXCEPT AS SET FORTH IN SECTION 10.2 BELOW, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY, THE FINANCIAL CONDITION OR VIABILITY OF THE PROPERTY, PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH PURCHASER BUYER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASERBUYER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS SUFFICIENT OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT INSPECTED THE PROPERTY AND ACCEPTS SAME "“AS IS" ” AND "“WITH ALL FAULTS"”.

Limitations on Representations and Warranties. Purchaser agrees (a) To the Sellers’ knowledge, (i) the Sellers have heretofore made available to Alon, all material, documentary information pertaining to the assets, properties, businesses and acknowledges that, except as set forth in Section 9.2 below, neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality operations of the foregoing) representations as Acquired Companies (including, but not limited to, data and information concerning: accounts receivable and payable; commercial contracts or other financial commitments; real and personal property interests belonging to the physical nature or condition Acquired Companies; operating licenses and/or permits needed to conduct the business of the Acquired Companies; the personnel of the Acquired Companies and their compensation and employee benefits; and Intellectual Property or used by the capabilities thereofAcquired Companies; and taxation matters), and (ii) the Sellers have provided Alon with all such information that PurchaserAlon has requested. TO THE SELLERS’ KNOWLEDGE, in executingTHEY HAVE NOT KNOWINGLY PROVIDED, delivering and/or performing this AgreementAND WILL NOT KNOWINGLY PROVIDE, does not rely upon any statement and/or information to whomever made or givenFALSE, directly or indirectlyMISLEADING OR INCORRECT INFORMATION TO ALON, orally or in writingAND HAVE NOT KNOWINGLY WITHHELD (AND WILL NOT KNOWINGLY WITHHOLD) MATERIAL INFORMATION ABOUT THE ACQUIRED COMPANIES, by any individualBUT EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, firm or corporation. Purchaser agrees to take the Property "AS IS," as of the Effective DateTHE SELLERS HAVE MADE AND ARE MAKING NO REPRESENTATION OR WARRANTY WHATSOEVER, reasonable wear and tearEXPRESS OR IMPLIED, minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION ACCURACY, RELIABILITY, COMPLETENESS OR DEPENDABILITY OF ANY DATA OR INFORMATION THAT THE PROPERTY, THE FINANCIAL CONDITION SELLERS HAVE PROVIDED OR VIABILITY OF THE PROPERTY, OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH PURCHASER MAY DESIRE WILL PROVIDE TO USE IT. SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS SUFFICIENT OPPORTUNITY UNDER ALON IN CONNECTION WITH THIS AGREEMENT TO INSPECT THE PROPERTY AND ACCEPTS SAME "AS IS" AND "WITH ALL FAULTS"AGREEMENT.

Limitations on Representations and Warranties. Purchaser Buyer hereby agrees and acknowledges that, except as set forth in Section 9.2 belowSections 10.1 through 10.15 above, or elsewhere in this Agreement specifically provided, neither Seller nor its Affiliates nor any agent, attorney, employee or representative of Seller or its Affiliates has made any representation whatsoever regarding the subject matter of this saletransaction, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or physical or environmental condition of the Real Property or the capabilities thereof, and that PurchaserBuyer, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporationcorporation unless such statement or information is expressly incorporated in this Agreement. Purchaser Buyer agrees to take that except as expressly set forth in this Agreement, its purchase of the Property Assets shall be "AS IS,as is, where is" as of the Effective Datedate hereof, reasonable wear and tear, minor damage caused by the removal of any personal property or fixtures not included in this sale, tear excepted. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY, THE FINANCIAL CONDITION OR VIABILITY OF THE PROPERTY, PROPERTY ASSETS OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH PURCHASER MAY DESIRE TO USE ITPURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER DISCLAIMS ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTYPROPERTY ASSETS. PURCHASEREXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, BY ACCEPTANCE EXECUTION OF THIS AGREEMENT AND THE DEED, ANCILLARY AGREEMENTS AGREES THAT IT HAS SUFFICIENT OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT INSPECTED THE PROPERTY ASSETS AND ACCEPTS THAT BUYER SHALL ACCEPT SAME "AS IS" AND "WITH ALL FAULTS". Buyer understands that, except as may otherwise be expressly provided in this Agreement, any financial statements and data, including, without limitation, gross rental income, operating expenses and cash flow statements made, or to be made available by Seller or Seller's Affiliates to Buyer have been and will be unaudited financial statements and data or abstracts not prepared or reviewed by independent public accountants, and that except as expressly set forth in this Agreement, Seller makes no representation as to the accuracy or completeness thereof. Buyer acknowledges that this Agreement has been entered into after full investigation, or with Buyer's satisfaction with the opportunity afforded for investigation. The terms and provisions of this Section 10.16 shall survive Closing or any termination of this Agreement. Seller shall not be considered to have breached a representation or warranty hereunder if Seller in good faith discovers additional information after the full execution and delivery hereof and not less than ten (10) days prior to the Closing supplements the Schedules or updates the representations and warranties made herein immediately upon such discovery, provided that such additional information does not have in the context of the subject transaction a material adverse effect upon the value of the Property Assets, title to the Real Property or upon Buyer's ability to acquire and finance the Property Assets.