Common use of No Additional Representations and Warranties Clause in Contracts

No Additional Representations and Warranties. Except as provided in this Article IV or in any certificate to be delivered by the Company in connection with this Agreement, none of the Company, Operating Partnerships or any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to the Company, Operating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise. ARTICLE V

No Additional Representations and Warranties. Except as provided in this Article IV V or in any certificate to be delivered by Parent or the Company Merger Subs in connection with this Agreement, none of Parent, the Company, Operating Partnerships Merger Subs or any other Person on behalf of Parent or the Company or Operating Partnerships Merger Subs makes any express or implied representation or warranty with respect to Parent, the Company, Operating PartnershipsMerger Subs, any of their respective Subsidiaries, or with respect to any other information provided to Parentthe Company, the Merger Subs Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Company, Operating Partnerships Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to Parentthe Company, the Merger Subs Operating Partnerships or any other Person resulting from the distribution or failure to distribute to Parent the Company or the Merger SubsOperating Partnerships, or Parentthe Company’s or the Merger SubsOperating Partnerships’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. V. Except for the representations and warranties expressly contained in Article VIV, the Company Parent and the Operating Partnerships Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent the Company nor any of its Subsidiaries or Representatives makes, and none of the CompanyParent, the Operating Partnerships Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parentthe Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the CompanyParent, the Operating Partnerships Merger Subs or any of their respective Representatives by or on behalf of Parentthe Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise. ARTICLE V, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the Transactions.

No Additional Representations and Warranties. Except as for the express representations and warranties provided in this Article IV or in any certificate to be delivered by the Company in connection with this Agreement, none of the Company, Operating Partnerships or any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to the Company, Operating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless III and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent Seller nor any of its Subsidiaries or Representatives makesnor Affiliates, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, nor any of their respective Representatives or equityholders or any other Person acting on Seller’s behalf has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to Seller or any of the Company Entities (including any representation or warranty relating to financial condition, results of operations, assets or liabilities of any of the Company Entities) to Buyer or any of its Affiliates or their respective Representatives or equityholders or any other Person, and Seller, on behalf of itself and its Subsidiaries and their respective Affiliates and Representatives, hereby disclaims any such other representations or with warranties and no such party shall be liable in respect to of the accuracy or completeness of any other information provided or made available to the Company, the Operating Partnerships Buyer or any of its Affiliates or their respective Representatives by or on behalf of Parent, equityholders other than the express representations and warranties provided in Article III and this Article IV. Neither Seller nor any of its SubsidiariesSubsidiaries nor Affiliates, nor any of their respective Representatives or equityholders or any other Person acting on Seller’s behalf is, directly or indirectly, orally or in connection with the Transactions writing, making any representations or warranties regarding any pro-forma financial information, financial projections or other forward-looking prospects, risks or statements (financial or otherwise) of the Company Entities to Buyer or its Affiliates (including any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to Buyer), and Seller, on behalf of itself and its Subsidiaries and their respective Affiliates and Representatives, hereby disclaims all Liability and responsibility for any such information and statements. ARTICLE VIt is understood that any due diligence materials made available to Buyer or its Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of Seller or its Affiliates or their respective Representatives.

No Additional Representations and Warranties. Except as provided in this Article IV or in any certificate to be delivered for the representations and warranties made by the Company in connection with this AgreementArticle III (including the Company Disclosure Letter), none of neither the Company, Operating Partnerships or Company nor any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to the CompanyCompany or any of its Subsidiaries or their respective businesses, Operating Partnershipsoperations, assets, liabilities, condition (financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes or has made any representation or warranty to Purchaser or Purchaser Guarantor or any of their respective Subsidiaries, Affiliates or Representatives with respect to (i) any other financial projection, forecast, estimate, budget or prospect information provided relating to Parent, the Merger Subs Company or any of its Subsidiaries or the transactions contemplated hereby or its or their respective businesses or operations or (ii) any oral or written information furnished or made available to Purchaser or Purchaser Guarantor or any of their Affiliates or Representatives in connection with the Transactionscourse of their due diligence investigation of the Company, the negotiation of this Agreement or the consummation of the transactions contemplated hereby, including the accuracy, completeness or timeliness currency thereof. None of , and neither the Company, Operating Partnerships or Company nor any other Person will have any liability to Purchaser or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs Purchaser Guarantor or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any in respect of such information, including any subsequent use of such information, documentsexcept for any claim for damages made prior to the Closing hereunder, projectionssubject to the terms hereof, estimates, forecasts for a breach of any representation or other material warranty made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and Article III relating to the extent any such information is expressly included or in a representation or warranty contained the case of fraud. The representations and warranties in this Article IV. Except for Agreement, including this Section 3.15, do not abrogate or limit in any manner the representations and warranties expressly contained made in Article Vthe Management Agreement, the Company when and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise. ARTICLE Vif made.

No Additional Representations and Warranties. Except as otherwise expressly provided in this Article IV or in any certificate to be delivered II (as modified by the Company Schedules) and in connection with this any Ancillary Agreement, none of neither the Company, Operating Partnerships any Subsidiary, any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty whatsoever with respect to the Company, Operating Partnershipsits Affiliates, and any matter relating to any of them, including their respective Subsidiariesaffairs, the condition, value or quality of their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided made available to Parent, the Merger Subs or their respective its Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced representatives by, or on behalf of, Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any other person on behalf of Company has made or makes, any representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided projections, forecasts or estimates or budgets made available to the CompanyParent, the Operating Partnerships its Affiliates or any of their respective Representatives by representatives of future revenues, future results of operations (or on behalf any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, any of its Subsidiaries, Affiliates or any of their respective Representatives representatives or any other Person person, and that any such representations or warranties are expressly disclaimed. The Company is not relying on any statement, representation or warranty, oral or written, express or implied, made by Parent or Merger Sub or any of their respective representatives, except as expressly set forth in connection with Article III (as modified by the Transactions Parent Schedules), in any Ancillary Agreement, or otherwise. ARTICLE Vin any Parent SEC Report.

No Additional Representations and Warranties. Except as provided in this Article IV Agreement, any Ancillary Agreement or in any certificate delivered pursuant to be delivered by the Company in connection with this Agreement, none of the Company, Operating Partnerships or no RHP Party nor any other Person on behalf of the Company makes, has made or Operating Partnerships makes will make any express or implied representation or warranty with respect to the Company, Operating Partnerships, Company or any of the OEG Subsidiaries or its or their respective Subsidiariesbusinesses, operations, assets, liabilities, condition (financial or with respect to otherwise) or prospects, and the Company hereby disclaims any such other information provided to Parentrepresentations or warranties. In particular, without limiting the Merger Subs or foregoing disclaimer, except for the representations and warranties made by the RHP Parties and their respective Affiliates in connection this Agreement, any Ancillary Agreement or in any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any representation or warranty to Purchaser or Purchaser Guarantor or any of their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the TransactionsCompany or any of the OEG Subsidiaries or the transactions contemplated hereby or its or their respective businesses or operations or (ii) any oral or written information furnished or made available to Purchaser or Purchaser Guarantor or any of their Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the consummation of the transactions contemplated hereby, including the accuracy, completeness or timeliness currency thereof. None of the CompanyNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, Operating Partnerships or any other Person will have or be subject to any claimNOTHING IN THIS SECTION 3.22 OR SECTION 4.8 SHALL PREVENT, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise. ARTICLE VLIMIT OR PRECLUDE A CLAIM RELATING TO FRAUD.

No Additional Representations and Warranties. Except as in the event of Fraud and for the express representations and warranties provided in this Article IV III, Article IV, any Transaction Document to which Seller is or in will at the Closing be a party, or any certificate to be delivered by the Company in connection with Seller pursuant to this AgreementAgreement or any Transaction Document, none neither Seller nor any other member of the Company, Operating Partnerships or any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to Seller Group (including the Company), Operating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Affiliates, directors, officers, employees, equityholders, partners, members or other Representatives has relied upon made, or otherwise been induced byis making, any other representation or warrantywarranty of any kind or nature whatsoever, whether oral or not written, express or implied, by relating to the Company (including, but not limited to, any representation or warranty relating to financial condition, results of operations, assets or liabilities of the Company) to Buyer or any of its Affiliates or its or their respective directors, officers, employees, equityholders, partners, members or other Representatives, and Seller, on behalf of Parentitself and the other members of the Seller Group (including the Company) and their Affiliates, except in the event of Fraud, hereby disclaims any such other representations or warranties and all Liability and responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to Buyer or any of Buyer’s Affiliates or Representatives, including omissions therefrom, and no such party shall be liable, except in the event of Fraud, in respect of the accuracy or completeness of any information provided to Buyer or any of its SubsidiariesAffiliates or its or their respective directors, officers, employees, equityholders, partners, members or other Representatives other than the express representations and warranties provided in this Article III, Article IV, any of their respective Representatives Transaction Document to which Seller is or will at the Closing be a party, or any other Person, or with respect certificate delivered by Seller pursuant to any other information provided or made available to the Company, the Operating Partnerships this Agreement or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise. ARTICLE VTransaction Document.

No Additional Representations and Warranties. Except as otherwise expressly provided in this Article IV or in any certificate to be delivered II (as modified by the Company Schedules) and in connection with this any Ancillary Agreement, none of neither the Company, Operating Partnerships any Subsidiary, any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty whatsoever with respect to the Company, Operating Partnershipsits Affiliates, and any matter relating to any of them, including their respective Subsidiariesaffairs, the condition, value or quality of their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided made available to Parent, the Merger Subs or their respective its Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced representatives by, or on behalf of, Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any other person on behalf of Company has made or makes, any representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided projections, forecasts or estimates or budgets made available to the CompanyParent, the Operating Partnerships its Affiliates or any of their respective Representatives by representatives of future revenues, future results of operations (or on behalf any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, any of its Subsidiaries, Affiliates or any of their respective Representatives representatives or any other Person person, and that any such representations or warranties are expressly disclaimed. The Company is not relying on any statement, representation or warranty, oral or written, express or implied, made by Parent or Merger Sub or any of their respective representatives, except as expressly set forth in connection with Article III (as modified by the Transactions Parent Schedule), in any Ancillary Agreement, or otherwise. ARTICLE Vin any Parent SEC Report.

No Additional Representations and Warranties. Except as provided Buyer acknowledges and agrees that except for the representations and warranties contained in this Article IV or in any certificate to be delivered (as modified by the Company in connection with this AgreementDisclosure Schedules), none of neither the Company, Operating Partnerships or Selling Parties nor any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty warranty, including as to the accuracy or completeness of any information regarding the Business, on behalf of the Selling Parties. The Selling Parties specifically disclaim any such representation or warranty, whether by the Selling Parties or any of their Representatives or any other Person, with respect to the Companyexecution and delivery of this Agreement, Operating Partnerships, the Ancillary Agreements or the consummation of the transactions contemplated hereby or the Business or Purchased Assets notwithstanding the delivery or disclosure to Buyer or any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships its Representatives or any other Person will of any documentation or other information with respect to the foregoing. Buyer further agrees that neither the Selling Parties nor any other Person shall have or be subject to any claim, liabilities or any other obligation Liability to Parent, the Merger Subs Buyer or any other Person resulting from the distribution to Buyer or failure to distribute to Parent or the Merger Subssuch Person, or ParentBuyer’s or the Merger Subs’ such Person’s use of, any such information, including any information, documents, projections, estimates, forecasts data or other material materials made available to Parent or the Merger Subs in the electronic data room maintained Buyer by the Company for purposes of the Transactions or Selling Parties, management presentations or other form in expectation of the Transactionstransactions contemplated by this Agreement. OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES), unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IVIT IS THE EXPRESS INTENT OF THE PARTIES HERETO THAT THE SELLING PARTIES MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY IN RE- SPECT OF THE BUSINESS OR THE PURCHASED ASSETS OR ANY OTHER MATTER, INCLUDING, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PURCHASED ASSETS, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY DISCLAIMED. Except for the representations and warranties expressly contained in Article VTHE SELLING PARTIES RECOGNIZE AND AGREE THAT BUYER, the Company and the Operating Partnerships acknowledge and agree IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, IS RELYING UPON THE REPRESENTATIONS AND WARRANTIES EXPRESSLY GIVEN IN ARTICLE IV OF THIS AGREEMENT (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise. ARTICLE VAS MODIFIED BY THE DISCLOSURE SCHEDULES).

No Additional Representations and Warranties. Except as otherwise expressly provided in this Article ARTICLE IV or in any certificate to be delivered (as modified by the Company in connection with this AgreementParent Disclosure Schedule), none of Parent, the CompanyParent Subsidiaries, Operating Partnerships their Affiliates, or their Representatives has made, or is making, any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty whatsoever with respect to Parent, the CompanyParent Subsidiaries, Operating Partnershipstheir Affiliates, or any matter relating to any of them, including their respective Subsidiariesaffairs, the condition, value or quality of their assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article VCAG, the Company and the Operating Partnerships acknowledge and agree (on Companies, their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships Affiliates or any of their respective Representatives has relied upon or otherwise been induced by, or on behalf of, Parent, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, neither Parent nor any other person on behalf of Parent has made or makes, any representation or warranty, whether or not express or implied, by with respect to any projections, forecasts or on behalf of Parentestimates or budgets made available to CAG, the Companies, their Affiliates or any of its Subsidiariestheir respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to CAG, the Companies, their Affiliates or any of their respective Representatives or any other Person, and that any such representations or with respect to warranties are expressly disclaimed. Parent is not relying on any other information provided statement, representation or warranty, oral or written, express or implied, made available to by CAG or the Company, the Operating Partnerships Companies or any of their respective Representatives Representatives, except as expressly set forth in ARTICLE II (as modified by the CAG Disclosure Schedule) or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with ARTICLE III (as modified by the Transactions or otherwise. ARTICLE VCompany Disclosure Schedule).

No Additional Representations and Warranties. Except The Company acknowledges that except for the representations and warranties made by Parent and Merger Sub in Article 5 or as provided in this Article IV or set forth in any certificate to be delivered by the Company in connection with this AgreementLetter of Transmittal, none of the Companyneither Parent, Operating Partnerships or Merger Sub nor any other Person on behalf of the Company or Operating Partnerships makes any other express or implied representation or warranty with respect to Parent and Merger Sub. In entering into this Agreement, each of the CompanyCompany and Stockholders’ Representative has relied solely upon its own investigation and analysis and the representations and warranties set forth in Article 5, Operating Partnerships, and each of the Company and Stockholders’ Representative acknowledges that (i) neither Parent nor any Affiliate of Parent nor any of their respective Subsidiariesdirectors, officers, employees, stockholders, agents or with respect to representatives makes or has made any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not either express or implied, by at Law or on behalf in equity, (A) as to the accuracy or completeness of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other the information provided or made available to the Company, its Affiliates or any of the Operating Partnerships Company’s and its Affiliates respective directors, officers, employees, stockholders, agents, representatives or lenders or any other Person prior to the execution of this Agreement or (B) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the business of the Parent and its Subsidiaries heretofore or hereafter delivered to or made available to the Company, its Affiliates or any of the Company’s and its Affiliates respective directors, officers, employees, stockholders, agents, representatives or lenders and (ii) it has not been induced by or relied upon any representation, warranty or other statement, express or implied, made by Parent or any Affiliate of Parent or any of their respective Representatives by directors, officers, employees, stockholders, agents or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives representatives or any other Person Person, except in connection with the Transactions case of clause (i)(A) or otherwise. ARTICLE Vclause (ii) for the representations and warranties set forth in Article 5 and as may be set forth in the Letters of Transmittal.

No Additional Representations and Warranties. Except as provided in this Article IV Agreement, any Ancillary Agreement or in any certificate delivered pursuant to be delivered by the Company in connection with this Agreement, none of the CompanyPurchaser, Operating Partnerships or Purchaser Guarantor and any other Person on behalf of the Company makes, has made or Operating Partnerships makes will make any express or implied representation or warranty with respect to Purchaser, Purchaser Guarantor or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, and each of Purchaser and Purchaser Guarantor hereby disclaims any such other representations or warranties. In particular, without limiting the Companyforegoing disclaimer, Operating Partnershipsexcept for the representations and warranties made by Purchaser and Purchaser Guarantor in this Agreement, any Ancillary Agreement or in any certificate delivered pursuant to this Agreement, none of Purchaser, Purchaser Guarantor and any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Purchaser, Purchaser Guarantor or any of their respective Subsidiaries, Subsidiaries or with respect to any other information provided to Parent, the Merger Subs transactions contemplated hereby or its or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company or any of their Affiliates or Representatives in connection with the Transactionscourse of their due diligence investigation of Purchaser and Purchaser Guarantor, the negotiation of this Agreement or the consummation of the transactions contemplated hereby, including the accuracy, completeness or timeliness currency thereof. None of the CompanyNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, Operating Partnerships or any other Person will have or be subject to any claimNOTHING IN THIS SECTION 4.8 OR SECTION 3.22 SHALL PREVENT, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise. ARTICLE VLIMIT OR PRECLUDE A CLAIM RELATING TO FRAUD.

No Additional Representations and Warranties. Except as provided Buyer acknowledges and agrees that except for the representations and warranties contained in this Article IV or in any certificate to be delivered (as modified by the Company in connection with this AgreementDisclosure Schedules), none of neither the Company, Operating Partnerships or Selling Parties nor any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty warranty, including as to the accuracy or completeness of any information regarding the Business, on behalf of the Selling Parties. The Selling Parties specifically disclaim any such representation or warranty, whether by the Selling Parties or any of their Representatives or any other Person, with respect to the Companyexecution and delivery of this Agreement, Operating Partnerships, the Ancillary Agreements or the consummation of the transactions contemplated hereby or the Business or Purchased Assets notwithstanding the delivery or disclosure to Buyer or any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships its Representatives or any other Person will of any documentation or other information with respect to the foregoing. Buyer further agrees that neither the Selling Parties nor any other Person shall have or be subject to any claim, liabilities or any other obligation Liability to Parent, the Merger Subs Buyer or any other Person resulting from the distribution to Buyer or failure to distribute to Parent or the Merger Subssuch Person, or ParentBuyer’s or the Merger Subs’ such Person’s use of, any such information, including any information, documents, projections, estimates, forecasts data or other material materials made available to Parent or the Merger Subs in the electronic data room maintained Buyer by the Company for purposes of the Transactions or Selling Parties, management presentations or other form in expectation of the Transactionstransactions contemplated by this Agreement. OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES), unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IVIT IS THE EXPRESS INTENT OF THE PARTIES HERETO THAT THE SELLING PARTIES MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY IN RESPECT OF THE BUSINESS OR THE PURCHASED ASSETS OR ANY OTHER MATTER, INCLUDING, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PURCHASED ASSETS, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY DISCLAIMED. Except for the representations and warranties expressly contained in Article VTHE SELLING PARTIES RECOGNIZE AND AGREE THAT BUYER, the Company and the Operating Partnerships acknowledge and agree IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, IS RELYING UPON THE REPRESENTATIONS AND WARRANTIES EXPRESSLY GIVEN IN ARTICLE IV OF THIS AGREEMENT (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise. ARTICLE VAS MODIFIED BY THE DISCLOSURE SCHEDULES).