Common use of No Implied Representations Clause in Contracts

No Implied Representations. Purchaser represents, warrants and agrees (i) that Purchaser has examined and understands the operation and/or condition of the Property, (ii) that Purchaser has made such examination of the operation, income and expenses of the Property, as well as all other matters and documents affecting or relating to this transaction, as Purchaser deemed necessary, and (iii) that, except for the express representations and warranties of Seller set forth in this Agreement, neither Seller nor its affiliates, or any employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or its affiliates have made any verbal or written representations, warranties or statements of any nature or kind whatsoever to Purchaser, whether expressed or implied, and, in particular, that no representations or warranties have been made with respect to (a) the physical condition or operation of the Property (including, without limitation, (I) the absence or presence of hazardous substances at, in or adjacent to the Property, or (II) the compliance of the Property with applicable legal or insurance requirements regarding hazardous substances), (b) the revenues and expenses of the Property, (c) the zoning and other laws, regulations and rules applicable to the Property or the compliance of the Property therewith, (d) the Space Leases, the Security Deposits, the Third- Party Contracts, the Contract Rights, and any rights or obligations of Seller thereunder, (e) the occupancy of the Real Estate or any part thereof, (f) the quantity, quality or condition of the Fixtures, or (g) any other matter or thing affecting or related to the Property or the transactions contemplated hereby, except as and solely to the extent expressly set forth in this Agreement. Purchaser agrees that Seller shall not be bound in any manner whatsoever by any guarantees, promises, projections, or other information pertaining to the Property made, furnished or claimed to have been made or furnished by Seller or any affiliates, employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or any broker, whether verbally or in writing, except as expressly set forth in this Agreement. Purchaser acknowledges and agrees that, except as otherwise expressly provided in this Agreement, Purchaser agrees to take the Property on an "as is, where-is" basis, with all faults, in substantially its present condition, subject to ordinary use, wear and tear and natural deterioration and any Space Lease Action (hereinafter defined) between the date hereof and the Closing and subject to casualty and condemnation to the extent provided in this Agreement. Purchaser hereby waives, to the extent permitted by law, any and all implied warranties.

No Implied Representations. Purchaser represents, warrants Notwithstanding anything to the contrary herein and agrees (i) that Purchaser has examined without in any way affecting Purchaser's right to rely on the accuracy and understands the operation and/or condition completeness of the Propertyrepresentations and warranties set forth herein and in any agreement, certificate or other document delivered to Purchaser pursuant to Section 1.2(A) of this Agreement: (ii1) it is the explicit intent of each party hereto that the Sellers have not made and are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, or in any agreement, certificate or other document delivered to Purchaser has pursuant to Section 1.2(A) of this Agreement, including, but not limited to, any such implied warranty or representation as to the post-Closing business, results of operations, financial condition or prospects of any Company or the Businesses, or as to the post-Closing value, condition, merchantability or suitability of any Company, such Company's post-Closing Business, the post-Closing US Business, the post-Closing UK Business or the post-Closing German Business; and the Purchaser is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any Seller or any Company or their respective Affiliates, representatives or agents, including any such examination statement, representation or warranty contained in any offering memorandum or any information, document or material made available to the Purchaser or its Affiliates, representatives or agents in certain "data rooms", management presentations or any other form in expectation of the operation, income transactions contemplated by this Agreement and expenses of the Property, as well as all other matters Additional Transfer Documents and documents affecting or relating to this transaction, as Purchaser deemed necessary, and (iii) thatAncillary Agreements, except for the express representations and warranties of Seller set forth in this Agreement, neither Seller nor its affiliates, or any employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or its affiliates have made any verbal or written representations, warranties or statements of any nature or kind whatsoever to Purchaser, whether expressed or implied, and, in particular, that no representations or warranties have been made with respect to (a) the physical condition or operation of the Property (including, without limitation, (I) the absence or presence of hazardous substances at, in or adjacent to the Property, or (II) the compliance of the Property with applicable legal or insurance requirements regarding hazardous substances), (b) the revenues and expenses of the Property, (c) the zoning and other laws, regulations and rules applicable to the Property or the compliance of the Property therewith, (d) the Space Leases, the Security Deposits, the Third- Party Contracts, the Contract Rights, and any rights or obligations of Seller thereunder, (e) the occupancy of the Real Estate or any part thereof, (f) the quantity, quality or condition of the Fixtures, or (g) any other matter or thing affecting or related to the Property or the transactions contemplated hereby, except as and solely to the extent expressly set forth in this Agreement. Purchaser agrees that Seller shall not be bound Agreement , or in any manner whatsoever by any guaranteesagreement, promisescertificate or other document delivered to Purchaser pursuant to Section 1.2(A) of this Agreement; and (2) the Purchaser has undertaken its own analyses and methodologies to value the Businesses of the Companies, projectionsthe US Business, the UK Business, the German Business and the Shares, and in no event shall the Sellers be charged with knowledge of, or other information pertaining to have responsibility for, such analyses or methodologies or the Property madevaluation resulting therefrom. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 3.1 OF THIS AGREEMENT, furnished or claimed to have been made or furnished by Seller or any affiliates, employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or any broker, whether verbally or in writing, except as expressly set forth in this Agreement. Purchaser acknowledges and agrees that, except as otherwise expressly provided in this Agreement, Purchaser agrees to take the Property on an "as is, where-is" basis, with all faults, in substantially its present condition, subject to ordinary use, wear and tear and natural deterioration and any Space Lease Action (hereinafter defined) between the date hereof and the Closing and subject to casualty and condemnation to the extent provided in this Agreement. Purchaser hereby waives, to the extent permitted by law, any and all implied warrantiesTHE SELLERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION.

No Implied Representations. Purchaser represents, warrants and agrees (i) that Purchaser has examined and understands the operation and/or condition of the Property, (ii) that Purchaser has made such examination of the operation, income and expenses of the Property, as well as all other matters and documents affecting or relating to this transaction, as Purchaser deemed necessary, and (iii) that, except for the express representations and warranties of Seller set forth in this Agreement, neither Seller nor its affiliates, or any employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or its affiliates have made any verbal or written representations, warranties or statements of any nature or kind whatsoever to Purchaser, whether expressed or implied, and, in particular, that but except as expressly provided herein, no representations or warranties have been made with respect to (a) the physical condition or operation of the Property (including, without limitation, (I) the absence or presence of hazardous substances at, in or adjacent to the Property, or (II) the compliance of the Property with applicable legal or insurance requirements regarding hazardous substances), (b) the revenues and expenses of the Property, (c) the zoning and other laws, regulations and rules applicable to the Property or the compliance of the Property therewith, (d) the Space Leases, the Security Deposits, the Third- Party Contracts, and the Contract Rights, and any rights or obligations of Seller thereunder, (e) the occupancy of the Real Estate or any part thereof, (f) the quantity, quality or condition of the Fixtures, or (g) any other matter or thing affecting or related to the Property or the transactions contemplated hereby, except as and solely to the extent expressly set forth in this Agreement. Purchaser agrees that Seller shall not be bound in any manner whatsoever by any guarantees, promises, projections, or other information pertaining to the Property made, furnished or claimed to have been made or furnished by Seller or any affiliates, employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or any broker, whether verbally or in writing, except as expressly set forth in this Agreement. Purchaser acknowledges and agrees that, except as otherwise expressly provided in this Agreement, Purchaser agrees to take the Property on an "as is, where-is" basis, with all faults, in substantially its present condition, subject to ordinary use, wear and tear and natural deterioration and any Space Lease Action (hereinafter defined) between the date hereof and the Closing and subject to casualty and condemnation to the extent provided in this Agreement. Purchaser hereby waives, to the extent permitted by law, any and all implied warranties.

No Implied Representations. Purchaser represents, warrants Notwithstanding anything to the contrary herein and agrees (i) that Purchaser has examined without in any way affecting Purchaser's right to rely on the accuracy and understands the operation and/or condition completeness of the Propertyrepresentations and warranties set forth herein and in any agreement, certificate or other document delivered to Purchaser pursuant to Section 1.2(A) of this Agreement: (ii1) it is the explicit intent of each party hereto that the Sellers have not made and are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, or in any agreement, certificate or other document delivered to Purchaser has pursuant to Section 1.2(A) of this Agreement, including, but not limited to, any such implied warranty or representation as to the post-Closing business, results of operations, financial condition or prospects of any Company or the Businesses, or as to the post-Closing value, condition, merchantability or suitability of any Company, such Company's post-Closing Business, the post-Closing US Business, the post-Closing UK Business or the post-Closing German Business; and the Purchaser is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any Seller or any Company or their respective Affiliates, representatives or agents, including any such examination statement, representation or warranty contained in any offering memorandum or any information, document or material made available to the Purchaser or its Affiliates, representatives or agents in certain "data rooms", management presentations or any other form in expectation of the operation, income transactions contemplated by this Agreement and expenses of the Property, as well as all other matters Additional Transfer Documents and documents affecting or relating to this transaction, as Purchaser deemed necessary, and (iii) thatAncillary Agreements, except for the express representations and warranties of Seller expressly set forth in this Agreement, neither Seller nor or in any agreement, certificate or other document delivered to Purchaser pursuant to Section 1.2(A) of this Agreement; and (2) the Purchaser has undertaken its affiliatesown analyses and methodologies to value the Businesses of the Companies, the US Business, the UK Business, the German Business and the Shares, and in no event shall the Sellers be charged with knowledge of, or any employeeshave responsibility for, agents, attorneys, partners, members, officers, directors, advisors such analyses or property manager of Seller or its affiliates have made any verbal or written representations, warranties or statements of any nature or kind whatsoever to Purchaser, whether expressed or implied, and, in particular, that no representations or warranties have been made with respect to (a) the physical condition or operation of the Property (including, without limitation, (I) the absence or presence of hazardous substances at, in or adjacent to the Property, or (II) the compliance of the Property with applicable legal or insurance requirements regarding hazardous substances), (b) the revenues and expenses of the Property, (c) the zoning and other laws, regulations and rules applicable to the Property methodologies or the compliance of the Property therewithvaluation resulting therefrom. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 3.1 OF THIS AGREEMENT, (d) the Space Leases, the Security Deposits, the Third- Party Contracts, the Contract Rights, and any rights or obligations of Seller thereunder, (e) the occupancy of the Real Estate or any part thereof, (f) the quantity, quality or condition of the Fixtures, or (g) any other matter or thing affecting or related to the Property or the transactions contemplated hereby, except as and solely to the extent expressly set forth in this Agreement. Purchaser agrees that Seller shall not be bound in any manner whatsoever by any guarantees, promises, projections, or other information pertaining to the Property made, furnished or claimed to have been made or furnished by Seller or any affiliates, employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or any broker, whether verbally or in writing, except as expressly set forth in this Agreement. Purchaser acknowledges and agrees that, except as otherwise expressly provided in this Agreement, Purchaser agrees to take the Property on an "as is, where-is" basis, with all faults, in substantially its present condition, subject to ordinary use, wear and tear and natural deterioration and any Space Lease Action (hereinafter defined) between the date hereof and the Closing and subject to casualty and condemnation to the extent provided in this Agreement. Purchaser hereby waives, to the extent permitted by law, any and all implied warrantiesTHE SELLERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION.

No Implied Representations. Purchaser represents, warrants (a) Parent and agrees Merger Subs acknowledge and agree (for itself and on behalf of their Affiliates) that (i) that Purchaser has examined the representations and understands warranties of Seller and the operation and/or condition Companies expressly set forth in Article 4 and Article 5 or in any Transaction Document constitute the sole and exclusive representations and warranties of Seller and the PropertyCompanies or any of their respective businesses, prospects or operations or otherwise in connection with this Agreement, (ii) that Purchaser has made such examination any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent or any of its Affiliates or the Representatives of any of the operationforegoing, income including any materials or information made available in the electronic data room hosted by or on behalf of Seller and expenses of the PropertyCompanies in connection with the transactions contemplated hereby or in connection with presentations by Seller’s and the Companies’ management, as well as all other matters are not and documents affecting shall not be deemed to be or relating include representations or warranties unless and to the extent any such materials or information is covered by any express representation or warranty set forth in this transaction, as Purchaser deemed necessaryAgreement or in any Transaction Document, and (iii) that, except for the subject matter covered in Article 4 and Article 5 or the representations and warranties in any Transaction Document, neither Seller, the Companies nor any current or former shareholder (other than Seller as a shareholder of the Companies), director, officer, employee, Affiliate or other Representative of the Seller or the Companies has made and is not making, and neither Parent nor Merger Subs are relying upon, any representations or warranties whatsoever regarding Seller or the Acquired Companies or the subject matter of this Agreement or any Transaction Document, express or implied. (b) Seller and the Companies acknowledge and agree (for itself and on behalf of their Affiliates) that (i) the representations and warranties of Parent and Merger Subs expressly set forth in Article 6 or in any Transaction Document constitute the sole and exclusive representations and warranties of Parent and Merger Subs or any of their respective businesses, prospects or operations or otherwise in connection with this Agreement, (ii) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Seller or the Companies or any of their Affiliates or the Representatives of any of the foregoing, including any materials or information made available in the electronic data room hosted by or on behalf of Parent in connection with the transactions contemplated hereby or in connection with presentations by Parent’s management, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the covered by any express representation or warranty set forth in this AgreementAgreement or in any Transaction Document, and (iii) except for the subject matter covered in Article 6 or the representations and warranties in any Transaction Document, neither Parent, Merger Subs nor any current or former shareholder (other than Parent as a shareholder of Merger Subs), director, officer, employee, Affiliate or other Representative of the Parent or Merger Subs has made and is not making, and neither Seller nor its affiliatesthe Companies are relying upon, or any employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or its affiliates have made any verbal or written representations, warranties or statements of any nature or kind whatsoever to Purchaser, whether expressed or implied, and, in particular, that no representations or warranties have been made with respect to (a) the physical condition whatsoever regarding Parent or operation of the Property (including, without limitation, (I) the absence or presence of hazardous substances at, in or adjacent to the Property, or (II) the compliance of the Property with applicable legal or insurance requirements regarding hazardous substances), (b) the revenues and expenses of the Property, (c) the zoning and other laws, regulations and rules applicable to the Property Merger Subs or the compliance subject matter of the Property therewith, (d) the Space Leases, the Security Deposits, the Third- Party Contracts, the Contract Rights, and any rights or obligations of Seller thereunder, (e) the occupancy of the Real Estate this Agreement or any part thereofTransaction Document, (f) the quantity, quality express or condition of the Fixtures, or (g) any other matter or thing affecting or related to the Property or the transactions contemplated hereby, except as and solely to the extent expressly set forth in this Agreement. Purchaser agrees that Seller shall not be bound in any manner whatsoever by any guarantees, promises, projections, or other information pertaining to the Property made, furnished or claimed to have been made or furnished by Seller or any affiliates, employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or any broker, whether verbally or in writing, except as expressly set forth in this Agreement. Purchaser acknowledges and agrees that, except as otherwise expressly provided in this Agreement, Purchaser agrees to take the Property on an "as is, where-is" basis, with all faults, in substantially its present condition, subject to ordinary use, wear and tear and natural deterioration and any Space Lease Action (hereinafter defined) between the date hereof and the Closing and subject to casualty and condemnation to the extent provided in this Agreement. Purchaser hereby waives, to the extent permitted by law, any and all implied warrantiesimplied.

No Implied Representations. Purchaser representsNotwithstanding anything to the contrary herein: (1) it is the explicit intent and acknowledgement of each party hereto that the Company has not made and are not making any representation or warranty whatsoever, warrants and agrees (i) that Purchaser has examined and understands the operation and/or condition express or implied, other than those expressly given in Section 2 of the Property, (ii) that Purchaser has made such examination of the operation, income and expenses of the Property, as well as all other matters and documents affecting or relating to this transaction, as Purchaser deemed necessary, and (iii) that, except for the express representations and warranties of Seller set forth in this Agreement, neither Seller nor its affiliatesand without limiting the foregoing the Company has not made and is not making any implied warranty or representation as to the post-Closing business, results of operations, financial condition or prospects of the Company, the Subsidiary, the New Subsidiary, any PRC Entity or the Business, or as to the post-Closing value, condition, merchantability or suitability of the Company, the Subsidiary, the New Subsidiary, any employeesPRC Entity or the Business; and the Investor is not relying on any other statement, agentsrepresentation or warranty, attorneysoral or written, partnersexpress or implied, members, made by any officers, directors, advisors employees, affiliates, representatives or property manager agents of Seller the Company, the Subsidiary, the New Subsidiary, or the PRC Entities, including any such statement, representation or warranty contained in any offering memorandum or any information, document or material made available to the Investor or its affiliates have made any verbal or written representations, warranties or statements of any nature or kind whatsoever to Purchaser, whether expressed or implied, and, in particular, that no representations or warranties have been made with respect to (a) the physical condition or operation of the Property (including, without limitation, (I) the absence or presence of hazardous substances at, in or adjacent to the Property, or (II) the compliance of the Property with applicable legal or insurance requirements regarding hazardous substances), (b) the revenues and expenses of the Property, (c) the zoning and other laws, regulations and rules applicable to the Property or the compliance of the Property therewith, (d) the Space Leases, the Security Deposits, the Third- Party Contracts, the Contract Rights, and any rights or obligations of Seller thereunder, (e) the occupancy of the Real Estate or any part thereof, (f) the quantity, quality or condition of the Fixtures, or (g) any other matter or thing affecting or related to the Property or the transactions contemplated hereby, except as and solely to the extent expressly set forth in this Agreement. Purchaser agrees that Seller shall not be bound in any manner whatsoever by any guarantees, promises, projections, or other information pertaining to the Property made, furnished or claimed to have been made or furnished by Seller or any affiliates, employees, agents, attorneys, partners, members, officers, directors, advisors employees, affiliates, representatives or property manager of Seller agents within due diligence materials, management presentations or any broker, whether verbally or other form in writing, except as expressly set forth in expectation of the transactions contemplated by this Agreement. Purchaser acknowledges and agrees that, except as otherwise expressly provided in this Agreement, Purchaser agrees to take the Property on an "as is, where-is" basis, with all faults, in substantially its present condition, subject to ordinary use, wear and tear and natural deterioration and any Space Lease Action (hereinafter defined) between the date hereof Agreement and the Closing Related Agreements; and subject (2) the Investor has undertaken its own analyses and methodologies to casualty value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and condemnation the Business, and in no event shall the Company be charged with knowledge of, or have responsibility for, such analyses or methodologies or the valuation resulting therefrom. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 2 OF THIS AGREEMENT, THE COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OR REPRESENTATION. 4. Representations and Warranties of the Investor and Investor Parent. The Investor and Investor Parent each hereby represents and warrants to the extent provided in this Agreement. Purchaser hereby waivesCompany, to the extent permitted by law, any Subsidiary and all implied warranties.the New Subsidiary that:

No Implied Representations. Purchaser represents, warrants and agrees (i) that Purchaser has examined and understands the operation and/or condition of (a) the 550/330 Property, and (b) the parcel of land described on Exhibit "U" attached hereto and made a part hereof, as well as the buildings and improvements built on or attached to said parcel (the "2 Park Improvements"), and the fixtures, personal property, and rights under leases, contracts, easements, right-of-ways, licenses, privileges, and servitudes appurtenant thereto (the items of property listed in this Section 9.2(i)(b) being referred to collectively herein as the "2 Park Real Estate and Related Interests"), (ii) that Purchaser has made such examination of the operation, income and expenses of the Property550/330 Property and the 2 Park Real Estate and Related Interests, as well as all other matters and documents affecting or relating to this transaction, the 550/330 Property, or the 2 Park Real Estate and Related Interests, as Purchaser deemed necessary, and (iii) that, that except for the express representations and warranties of 550/330 Seller set forth in this Agreementherein, neither 550/330 Seller nor its the affiliates, or any employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or its affiliates 550/330 Seller, nor Mamaroneck Broker, have made any verbal or written representations, warranties or statements of any nature or kind whatsoever to Purchaser, whether expressed or implied, and, in particular, that no representations or warranties have been made with respect to (a) the physical condition or operation of the Property (including, without limitation, (I) the absence or presence of hazardous substances at, in or adjacent to the 550/330 Property, or (II) the compliance of the Property with applicable legal or insurance requirements regarding hazardous substances), (b) the revenues and expenses of the 550/330 Property, (c) the zoning and other laws, regulations and rules applicable to the 550/330 Property or the compliance of the 550/330 Property therewith, (d) the Mamaroneck Space Leases, the Mamaroneck Ground Leases, the Mamaroneck Security Deposits, the Mamaroneck Third- Party Contracts, the Mamaroneck Contract Rights, the 330 Space Leases, the 330 Ground Leases, the 330 Security Deposits, the 330 Third-Party Contracts, or the 330 Contract Rights, and any rights or obligations of 550/330 Seller thereunder, (e) the occupancy of the 550/330 Real Estate or any part thereof, (f) the quantity, quality or condition of the Mamaroneck Fixtures and the 330 Fixtures, or (g) any other matter or thing affecting or related to the 550/330 Property or the transactions contemplated hereby, except as and solely to the extent expressly herein specifically set forth, and (iv) that except for express representations and warranties of 2 Park Sellers set forth in this Agreement. Purchaser agrees that Seller shall not be bound in any manner whatsoever by any guaranteesherein, promises, projections, or other information pertaining to the Property made, furnished or claimed to have been made or furnished by Seller or any neither 2 Park Sellers nor their affiliates, employees, attorneys, agents, attorneys, partners, members, officers, directors, advisors or property manager have made any verbal or written representations, warranties or statements of Seller any nature or kind whatsoever to Purchaser, whether expressed or implied, and, in particular, that no representations or warranties have been made with respect to (a) the physical condition or operation of the 2 Park Real Estate and Related Interests, (b) the revenues and expenses of the 2 Park Real Estate and Related Interests, (c) the zoning and other laws, regulations and rules applicable to the 2 Park Real Estate and Related Interests or the compliance of the same therewith, (d) any leases or other agreements for the present or future use or occupancy of any space in the 2 Park Improvements, in respect of which 2 Park Sellers hold the interest of the lessor thereunder, in effect on the date hereof, (f) any assignable guaranties, warranties, certificates, rights, privileges, licenses and permits, as well as any deposits made by 2 Park Sellers (or 2 Park Sellers' predecessors-in-interest) with utility companies, relating solely to the 2 Park Real Estate and Related Interests, in effect on the date hereof, (g) any material management, brokerage, service, or maintenance contracts or collective bargaining or other union agreements with respect to the 2 Park Real Estate and Related Interests, and any rights or obligations of 2 Park Sellers thereunder, in effect on the date hereof, (h) the occupancy of the 2 Park Real Estate and Related Interests or any brokerpart thereof, whether verbally (i) the quantity, quality or in writingcondition of any fixtures appurtenant to the 2 Park Real Estate and Related Interests, (j) the extent, nature or amount of any of the assets or liabilities of the Partnership or the Two Park Partnership, (k) the enforceability of the partnership agreement for the Partnership or the Two Park Partnership, (l) the absence or existence of any disputes regarding the partnership agreements for the Partnership or the Two Park Partnership (including, without limitation, disputes regarding tax matters), or (m) any other matter or thing affecting or related to the 2 Park Interests, the 2 Park Real Estate and Related Interests, or the transactions contemplated hereby, except as expressly and solely to the extent herein specifically set forth in this Agreementforth. Purchaser acknowledges and agrees that, except as otherwise expressly provided in this AgreementSubject to Section 10 hereof, Purchaser agrees to take accept the tangible items of the 550/330 Property and 2 Park Real Estate and Related Interests on an "as is, whereAs-isIs" basis, with all faults, in substantially its their present condition, subject to ordinary reasonable use, wear and wear, tear and natural deterioration and any Space Lease Action (hereinafter defined) between during the date hereof and the Closing and subject to casualty and condemnation to the extent provided in this Agreement. Purchaser hereby waives, to the extent permitted by law, any and all implied warrantiesContract Period.