Common use of No Implied Representations Clause in Contracts

No Implied Representations. Notwithstanding 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, express or implied, other than those expressly given in Section 2 of this Agreement, and 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 PRC Entity or the Business; and the Investor is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, representatives or agents of 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 officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations or any other form in expectation of the transactions contemplated by this Agreement and the Related Agreements; and (2) the Investor has undertaken its own analyses and methodologies to value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and 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 Company, the Subsidiary and the New Subsidiary that:

No Implied Representations. Notwithstanding anything 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 contrary herein: (1) it is the explicit intent express representations and acknowledgement warranties of each party hereto that the Company has not made and are not making any representation or warranty whatsoever, express or implied, other than those expressly given Seller set forth in Section 2 of this Agreement, and 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 Businessneither Seller nor its affiliates, or as to the post-Closing valueany employees, conditionagents, merchantability or suitability of the Companyattorneys, the Subsidiarypartners, the New Subsidiarymembers, any PRC Entity or the Business; and the Investor is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any 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, 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 Third- Party Contracts, and the Contract Rights, (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, affiliatesagents, representatives or agents of the Companyattorneys, the Subsidiarypartners, the New Subsidiarymembers, 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 officers, directors, employees, affiliates, representatives advisors or agents within due diligence materials, management presentations property manager of Seller or any other form broker, whether verbally or in expectation of 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 transactions contemplated by this Agreement 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 Related Agreements; Closing and (2) the Investor has undertaken its own analyses subject to casualty and methodologies to value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and 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 condemnation to the Companyextent provided in this Agreement. Purchaser hereby waives, to the Subsidiary extent permitted by law, any and the New Subsidiary that:all implied warranties.

No Implied Representations. Notwithstanding 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 Except as otherwise specifically set forth above or warranty whatsoever, express or implied, other than those expressly given elsewhere in Section 2 of this Agreement, and without limiting the foregoing the Company has not made and is not making neither Buyer nor any implied warranty agent or representation as representative of Buyer makes any representations or warranties to Seller relating to the post-Closing businessProperty, results of operations, financial condition expressed or prospects implied. ARTICLE VIII Conditions Precedent to Buyer’s and Seller’s Performance 8.1 Conditions to Buyer’s Obligations. Buyer’s obligations to close the purchase of the Company, the Subsidiary, the New Subsidiary, any PRC Entity or the Business, or as Property under this Contract are subject to the post-Closing value, condition, merchantability or suitability satisfaction of each of the Company, the Subsidiary, the New Subsidiary, following conditions (any PRC Entity of which may be waived in whole or the Business; and the Investor is not relying on any other statement, representation in part in writing by Buyer at or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, representatives or agents of 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 prior to the Investor Closing Date for the Property): (a) The Conditions in this Contract for the benefit of Buyer have been satisfied or its officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations or any other form waived in expectation of the transactions contemplated writing by this Agreement and the Related AgreementsBuyer; and (2b) the Investor has undertaken its own analyses and methodologies to value the CompanyAll representations, the Subsidiary, the New Subsidiary, the PRC Entities and the Businesswarranties, and covenants of Seller in no this Contract are true and accurate and free of violation; and (c) No event which could reasonably be expected to have a material adverse effect on the Property or its value 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 occur after expiration of the Investor Due Diligence Period, and Investor Parent. The Investor Buyer has not first discovered any fact after expiration of the Due Diligence Period that could not with reasonable diligence have been discovered during the Due Diligence Period and Investor Parent each hereby represents which fact could reasonably be expected to have a material adverse effect on the Property or its value; and warrants (d) At the Closing, there will be no outstanding contracts made by Seller for any improvements to the CompanyProperty that have not been fully paid, and all mechanics’, contractors’ and materialmen’s liens arising from any labor or materials furnished prior to Closing relating to contracts made by Seller for any improvements to the Subsidiary Property Seller will have been discharged by Seller; and (e) The Title Company shall be ready, willing and able to issue the New Subsidiary that:owner’s Title Policy in the form required herein on the Closing Date; and (f) Seller shall have delivered or caused to be delivered to the Title Company the documents and instruments required herein to be delivered by Seller at Closing; and (g) Seller shall have caused the Title Company to commit to issue the Title Policy to Buyer without exception for over that certain Deed of Trust, dated September 7, 1993, recorded September 8, 1993, in the office of the County Recorder for Utah County, state of Utah and with affirmative coverage in the form of the Title Policy endorsement attached to Exhibit 11 with respect to such Trust Deed; and (h) Contemporaneously with the Closing, Buyer and Scrub Oak shall have closed the sale by Scrub Oak to Buyer of the Scrub Oak Properties pursuant to the terms of the Scrub Oak Contract.

No Implied Representations. Notwithstanding anything Buyers acknowledge and agree that, (i) except as expressly set forth in Article II of this Agreement, neither the Sellers, the Companies, nor any of their respective subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the contrary herein: businesses or properties of the Companies or the Sellers, or any part thereof and (1ii) it is the explicit intent all other representations and acknowledgement warranties of each party hereto that the Company has any kind or nature are specifically disclaimed and Buyers did not made and are not making rely on any representation or warranty whatsoever, express or implied, other than those expressly given not contained in Section 2 Article II of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate delivered in connection with this Agreement when making its decision to enter into this Agreement and without will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing foregoing, each Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller or Company (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company has not made and Companies or (b) 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 as to any of the Company, assets or properties of the Subsidiary, Companies. The Sellers and the New SubsidiaryCompanies hereby acknowledge and agree that nothing in this Section 3.8 will affect or limit in any way the representations and warranties of the Sellers or the Companies made in Article II of this Agreement, any PRC Entity or the Business; and the Investor is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, representatives or agents of the Company, the Subsidiary, the New Subsidiary, or the PRC Entities, including any such statement, representation or warranty contained ancillary document entered into in any offering memorandum connection with this Agreement or any informationcertificate delivered in connection with this Agreement or Buyers’ right to rely upon and seek indemnification or other remedies in the case of fraud or with respect to a breach of or inaccuracy in the representations and warranties set forth in Article II, any ancillary document or material made available to the Investor or its officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations entered into in connection with this Agreement or any other form certificate delivered in expectation of the transactions contemplated by connection with this Agreement and the Related Agreements; and (2) the Investor has undertaken its own analyses and methodologies to value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and 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 Company, the Subsidiary and the New Subsidiary that:Agreement.

No Implied Representations. Notwithstanding anything Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by the Sellers at the Closing, neither the Sellers nor any affiliate, agent or representative or purported agent or representative of the Sellers has made, and the Sellers and such other persons and entities are not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including, without limitation, any information set forth in that certain Confidential Information Memorandum prepared by ▇▇▇▇▇▇▇ and any supplements thereto or changes therein, the Environmental Report, or any other offering materials heretofore furnished to Purchaser) pertaining to (a) the Membership Interests; (b) Owner or the assets and liabilities (including contingent liabilities) thereof; or (c) the Property, the physical condition thereof, environmental matters, the income, expenses or operation thereof or the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the Property under applicable zoning or other laws or any other matter or thing with respect to the contrary herein: Property, including, without limitation, any existing or prospective Leases, the REA or Other Agreements. Without limiting the foregoing, Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by the Sellers at the Closing, the Sellers are not liable for or bound by (1) it is the explicit intent and acknowledgement of each party hereto that the Company Purchaser has not made and are not making relied upon) any representation verbal or warranty whatsoeverwritten statements, express representations, real estate brokers' "set-ups" or impliedoffering materials or any other information respecting the Membership Interests, other than those expressly given in Section 2 of this Agreement, and 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 Owner or the BusinessProperty furnished by the Sellers or any broker, employee, agent, consultant or as other person representing or purportedly representing the Sellers. If the Sellers or its agents have delivered or hereafter deliver to the post-Closing value, condition, merchantability Purchaser or suitability of the Company, the Subsidiary, the New Subsidiary, any PRC Entity or the Business; and the Investor is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, representatives or its agents of 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 report, survey, analysis or material made available similar documentation prepared by a third party unrelated to the Investor Sellers, the Sellers neither expressly nor impliedly warrant or its officersrepresent to Purchaser the truth, directors, employees, affiliates, representatives accuracy or agents within due diligence materials, management presentations completeness thereof and expressly disclaim any liability whatsoever with respect thereto or any obligation independently to investigate the matters contained therein; and Purchaser hereby acknowledges that the Sellers have or are providing such information, reports, surveys, analysis or other form third-party documents to Purchaser as an accommodation only and that Purchaser shall be responsible for the verification and review thereof. Nothing contained in expectation this Section 8.1 shall be deemed to impair, limit or otherwise affect Purchaser's rights under this Agreement in respect of the transactions contemplated by express representations and warranties of the Sellers set forth in this Agreement and the Related Agreements; and (2) other provisions hereof binding upon the Investor has undertaken its own analyses and methodologies to value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and 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 ParentSellers. The Investor and Investor Parent each hereby represents and warrants to provisions of this Section 8.1 shall survive the Company, the Subsidiary and the New Subsidiary that:Closing or any termination of this Agreement.

No Implied Representations. Notwithstanding anything to the contrary herein: (1) it is the explicit intent Buyer acknowledges and acknowledgement of each party hereto that the Company has not made agrees that, except as expressly set forth in Articles II and are not making any representation or warranty whatsoever, express or implied, other than those expressly given in Section 2 III of this Agreement, and without neither the Sellers, the Company, the Company Subsidiaries, nor any of their respective Subsidiaries, Affiliates, Representatives or purported Representatives has made, and, except to the extent set forth in this Agreement, including Article VIII hereof, none of the foregoing entities or Persons is liable for, or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the businesses or properties of the Company or the Company Subsidiaries, or any part thereof. Without limiting the foregoing foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, neither the Company nor any Seller (a) has not made and any representations or warranties with respect to financial projections or, financial models regarding the Company or the Company Subsidiaries or (b) 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 as to any of the Company, assets or properties of the Subsidiary, the New Subsidiary, any PRC Entity Company or the Business; Company Subsidiaries. Buyer acknowledges that it is familiar with the Purchased Companies and the Investor Property and has had the opportunity, directly or through its Representatives, to inspect the assets of the Purchased Companies, including the Real Property, and to conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer’s express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article VI hereof. Subject solely to the representations and warranties expressly set forth in Articles II and III and to the covenants and conditions set forth herein or any certificate, instrument or agreement delivered pursuant hereto, Buyer agrees to accept the Purchased Companies (and the assets of the Purchased Companies, including the Real Property) in an “AS IS” condition as of the Closing. Buyer agrees that, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying on upon any other statementrepresentations, representation statements, or warranty, warranties (oral or written, express implied or impliedexpress) of any officer, made by any officersemployee, directors, employees, affiliates, representatives agent or agents Representative of the Company, the Subsidiary, the New SubsidiarySellers, or any salesperson or broker (if any) involved in this transaction as to the PRC Entitiesassets of the Purchased Companies, including the Real Property and Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to any such statementmatter, representation whether latent or warranty contained patent, disclosed or undisclosed, known or unknown, in any offering memorandum contract or any informationtort, document now existing or material made available hereafter arising, except to the Investor or its officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations or any other form in expectation of the transactions contemplated by this Agreement and the Related Agreements; and (2) the Investor has undertaken its own analyses and methodologies to value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and 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 Company, the Subsidiary and the New Subsidiary that:extent arising from Actual Fraud.

No Implied Representations. Notwithstanding anything to the contrary herein: (1) it is the explicit intent Buyer acknowledges and acknowledgement of each party hereto that the Company has not made and are not making any representation or warranty whatsoeveragrees that, express or implied, other than those except as expressly given set forth in Section 2 of this Agreement, none of Parent, Seller, RIH, New Pier and without any of their respective parents, Subsidiaries, Affiliates, agents or representatives or purported agents or representatives has made, and none of the foregoing entities or Persons is liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the businesses or properties of RIH, New Pier, the RIH Shares, the New Pier Shares, the Real Estate Assets, the Warehouse Assets or any part thereof, the physical condition thereof, environmental matters, the income, expenses or operation thereof, the financial prospects for such businesses, the uses which can be lawfully made of the Real Estate Assets under applicable zoning or other laws or any other matter or thing with respect thereto, including any existing or prospective Governmental Authorities. Without limiting the foregoing the Company foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, Parent and Seller (a) are not liable for or bound by (and Buyer has not made relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or any other information respecting the businesses or properties of RIH, New Pier, the RIH Shares, the New Pier Shares, the Real Estate Assets, the Warehouse Assets or any part thereof furnished by Parent, Seller, RIH, New Pier, or any Affiliate, representative or other person representing or purportedly representing any of the foregoing, and is (b) are 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 as to any of the Companyassets or properties of RIH or New Pier, as to the Subsidiary, RIH Shares or the New Subsidiary, Pier Shares or as to any PRC Entity or the Business; and the Investor is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, representatives or agents of the CompanyReal Estate Assets or Warehouse Assets. It is understood and agreed that any cost estimates, projections or other predictions contained or referred to in the Subsidiary, the New Subsidiary, Schedules are not and shall not be deemed to be representations or the PRC Entities, including any such statement, representation warranties of Parent or warranty contained in any offering memorandum or any information, document or material made available to the Investor or its officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations or any other form in expectation of the transactions contemplated by this Agreement and the Related Agreements; and (2) the Investor has undertaken its own analyses and methodologies to value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and 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 Company, the Subsidiary and the New Subsidiary that:Seller.

No Implied Representations. Notwithstanding anything to the contrary herein: (1) it is the explicit intent Buyer acknowledges and acknowledgement of each party hereto that the Company has not made and are not making any representation or warranty whatsoeveragrees that, express or implied, other than those except as expressly given set forth in Section 2 Article II of this Agreement, and without neither Seller, the Company, the Company Subsidiaries, nor any of their respective Subsidiaries, Affiliates, Representatives or purported Representatives has made, and, except to the extent set forth in this Agreement, including Article VII hereof, none of the foregoing entities or Persons is liable for, or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the businesses or properties of the Company or the Company Subsidiaries, or any part thereof. Without limiting the foregoing foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, none of the Company, any Company Subsidiary, Seller, nor any of their respective Subsidiaries, Affiliates, Representatives or purported Representatives (a) has made any representations or warranties with respect to financial projections or, financial models regarding the Company has not made and or the Company Subsidiaries or (b) 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 as to any of the Company, assets or properties of the Subsidiary, the New Subsidiary, any PRC Entity Company or the Business; Company Subsidiaries. Buyer acknowledges that it is familiar with the Purchased Companies and the Investor Real Property and has had the opportunity, directly or through its Representatives, to inspect the assets of the Purchased Companies, including the Real Property, and to conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer’s express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article V hereof. Subject solely to the representations and warranties expressly set forth in Articles II and to the covenants and conditions set forth herein or any certificate, instrument or agreement delivered pursuant hereto, Buyer agrees to accept the Purchased Companies (and the assets of the Purchased Companies, including the Real Property) in an “AS IS” condition as of the Closing. Buyer agrees that, except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying on upon any other statementrepresentations, representation statements, or warranty, warranties (oral or written, express implied or impliedexpress) of any officer, made by employee, agent, Affiliate, Representative or purported Representative of Seller, or any officers, directors, employees, affiliates, representatives salesperson or agents broker (if any) involved in this transaction as to the assets of the Company, the Subsidiary, the New Subsidiary, or the PRC EntitiesPurchased Companies, including the Real Property and Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller and any Affiliate of Seller, at Law or in equity, relating to any such statementmatter, representation whether latent or warranty contained patent, disclosed or undisclosed, known or unknown, in any offering memorandum contract or any informationtort, document now existing or material made available hereafter arising, except to the Investor or its officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations or any other form in expectation of the transactions contemplated by this Agreement and the Related Agreements; and (2) the Investor has undertaken its own analyses and methodologies to value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and 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 Company, the Subsidiary and the New Subsidiary that:extent arising from Actual Fraud.

No Implied Representations. Notwithstanding anything to the contrary hereinherein and without in any way affecting Purchaser's right to rely on the accuracy and completeness of the representations 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: (1) it is the explicit intent and acknowledgement of each party hereto that the Company has Sellers have not made and are not making any representation or warranty whatsoever, express or implied, other than beyond those expressly given in this Agreement, or in any agreement, certificate or other document delivered to Purchaser pursuant to Section 2 1.2(A) of this Agreement, and without limiting the foregoing the Company has including, but not made and is not making limited to, any such 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 Company or the BusinessBusinesses, or as to the post-Closing value, condition, merchantability or suitability of the any Company, the Subsidiarysuch Company's post-Closing Business, the New Subsidiarypost-Closing US Business, any PRC Entity the post-Closing UK Business or the post-Closing German Business; and the Investor Purchaser is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliatesSeller or any Company or their respective Affiliates, representatives or agents of the Company, the Subsidiary, the New Subsidiary, or the PRC Entitiesagents, including any such statement, representation or warranty contained in any offering memorandum or any information, document or material made available to the Investor Purchaser or its officers, directors, employees, affiliatesAffiliates, representatives or agents within due diligence materialsin certain "data rooms", management presentations or any other form in expectation of the transactions contemplated by this Agreement and the Related Additional Transfer Documents and Ancillary Agreements, except for the representations and warranties expressly set forth in this Agreement, or in any agreement, certificate or other document delivered to Purchaser pursuant to Section 1.2(A) of this Agreement; and (2) the Investor Purchaser has undertaken its own analyses and methodologies to value the CompanyBusinesses of the Companies, the SubsidiaryUS Business, the New SubsidiaryUK Business, the PRC Entities German Business and the BusinessShares, and in no event shall the Company Sellers 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 3.1 OF THIS AGREEMENT, THE COMPANY SELLERS EXPRESSLY DISCLAIMS DISCLAIM 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 Company, the Subsidiary and the New Subsidiary that:.

No Implied Representations. Notwithstanding anything The Transferee acknowledges and agrees that: (i) other than the representations and warranties of Transferor specifically contained in this Article III, there are no representations or warranties of the Transferor for the benefit of the Transferee, and the Transferor hereby disclaims all other representations and warranties for the benefit of the Transferee, whether express, statutory or implied, in connection with this Sale and Contribution Agreement or the other Transaction Documents, including with respect to the contrary herein: Retained Royalty Payments, the Counterparty Agreement, the Products and data relating to the Products including patents and patent applications and other intellectual property owned by the Counterparty, and (1ii) it is the explicit intent Transferee does not rely on, and acknowledgement of each party hereto that the Company has not made and are not making Transferor shall have no liability in respect of, any representation or warranty not specifically set forth in this Article III. Without limiting the foregoing, the Transferee acknowledges and agrees that (a)(i) the Counterparty Agreement generally imposes confidentiality obligations on information relating to or generated in connection with those agreements and performance thereunder, and, accordingly, the Transferee has made its own investigation and assessment of the Retained Royalty Payments, the Products and data relating to the Products including patents and patent applications and other intellectual property owned by the Counterparty, and (ii) the Transferee is not relying on, and shall have no remedies in respect of, any implied warranties whatsoever, express or implied, other than those expressly given in Section 2 of this Agreement, and without limiting the foregoing the Company has not made and is not making any implied warranty or representation including as to the post-Closing business, results of operations, financial condition future amount or prospects potential amount of the CompanyRetained Royalty Payments, the Subsidiary, the New Subsidiary, any PRC Entity or the Business, or as to the post-Closing value, condition, merchantability or suitability creditworthiness of the Company, Counterparty or any of its “Affiliates” (as defined for this purpose in the Subsidiary, the New Subsidiary, any PRC Entity Counterparty Agreement) or the Business; and the Investor is not relying on any other statementmatter, representation or warranty, oral or written, express or implied, made by and (b) except as expressly set forth in any officers, directors, employees, affiliates, representatives or agents of the Company, the Subsidiary, the New Subsidiary, or the PRC Entities, including any such statement, representation or warranty contained in any offering memorandum this Article III, the Transferor shall have no liability to the Transferee for losses or damages pursuant to this Sale and Contribution Agreement (or otherwise) with respect to any information, document documents or material materials furnished or made available to the Investor Transferee or any of its officers“Affiliates” (as defined for this purpose in the Counterparty Agreement) in any presentation, directors, employees, affiliates, representatives interview or agents within due diligence materials, management presentations or in any other form in expectation of the transactions contemplated by or manner relating to this Agreement Sale and the Related Agreements; and (2) the Investor has undertaken its own analyses and methodologies to value the CompanyContribution Agreement, the Subsidiary, the New Subsidiary, the PRC Entities and the Business, and in no event shall the Company be charged with knowledge of, or have responsibility for, such analyses or methodologies other Transaction Documents 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 Company, the Subsidiary and the New Subsidiary that:Counterparty Agreement.

No Implied Representations. Notwithstanding anything 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 contrary herein: (1) it is the explicit intent express representations and acknowledgement warranties of each party hereto that the Company has not made and are not making any representation or warranty whatsoever, express or implied, other than those expressly given Seller set forth in Section 2 of this Agreement, and 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 Businessneither Seller nor its affiliates, or as to the post-Closing valueany employees, conditionagents, merchantability or suitability of the Companyattorneys, the Subsidiarypartners, the New Subsidiarymembers, any PRC Entity or the Business; and the Investor is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any 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, affiliatesagents, representatives or agents of the Companyattorneys, the Subsidiarypartners, the New Subsidiarymembers, 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 officers, directors, employees, affiliates, representatives advisors or agents within due diligence materials, management presentations property manager of Seller or any other form broker, whether verbally or in expectation of 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 transactions contemplated by this Agreement 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 Related Agreements; Closing and (2) the Investor has undertaken its own analyses subject to casualty and methodologies to value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and 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 condemnation to the Companyextent provided in this Agreement. Purchaser hereby waives, to the Subsidiary extent permitted by law, any and the New Subsidiary that:all implied warranties.

No Implied Representations. Notwithstanding anything to the contrary herein: (1) it is the explicit intent and acknowledgement of each party hereto Mall II Buyer acknowledges that the Company has not made and are not making any representation or warranty whatsoever, express or implied, other than those except as expressly given set forth in Section 2 of this Agreement, neither Developer nor any agent or representative or purported agent or representative of Developer has made, and Developer is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including, without limitation, any information set forth in materials heretofore furnished to Mall II Buyer by Goldman Sachs) pertaining to the Mall Improvements, the Phase II Mall, ▇▇▇ ▇a▇▇▇▇▇ Casino Resort or any part thereof, the physical condition thereof, environmental matters, income, expenses or the operation thereof, the uses which can be lawfully made of the same under applicable zoning or other laws or any other matter or thing with respect thereto. Without limiting the foregoing the Company foregoing, Mall II Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, Developer is not liable for or bound by (and Mall II Buyer has not made and is not making relied upon) any implied warranty verbal or representation as to written statements, representations, or offering materials or any other information respecting the post-Closing business, results of operations, financial condition or prospects of the Company, the Subsidiary, the New Subsidiary, any PRC Entity Phase II Mall or the BusinessPalazzo Casino Resort furnished by Developer or any broker, employee, agent, consultant or as other person representing or purportedly representing Developer. If Developer or its agents have delivered or hereafter deliver to the post-Closing value, condition, merchantability Mall II Buyer or suitability of the Company, the Subsidiary, the New Subsidiary, any PRC Entity or the Business; and the Investor is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, representatives or its agents of 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 report, survey, analysis or material made available similar documentation prepared by a third party unrelated to Developer, Developer neither expressly or impliedly warrants or represents to Mall II Buyer the Investor truth, accuracy or its officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations completeness thereof and expressly disclaims any liability whatsoever with respect thereto or any obligation independently to investigate the matters contained therein; and Mall II Buyer hereby acknowledges that Developer has or is providing such information, reports, surveys, analysis or other form third-party documents to Mall II Buyer as an accommodation only and that Mall II Buyer shall be responsible for the verification and review thereof. Nothing contained in expectation this Section 15.9 shall be deemed to impair, limit or otherwise affect Mall II Buyer's rights under this Agreement in respect of the transactions contemplated by representations and warranties of Developer set forth in this Agreement and the Related Agreements; and (2) the Investor has undertaken its own analyses and methodologies to value the Companyother provisions hereof binding upon Developer, the Subsidiary, the New Subsidiary, the PRC Entities and the Business, and in no event disclaimers of this Section15.9 shall the Company be charged with knowledge of, not apply to any information so represented 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 Parentwarranted by Developer. The Investor and Investor Parent each hereby represents and warrants to provisions of this Section 15.9 shall survive the Company, the Subsidiary and the New Subsidiary that:Closing Date or any termination of this Agreement.

No Implied Representations. Notwithstanding anything Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, neither Seller nor any agent or representative or purported agent or representative of Seller has made, and Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including any information set forth in the Due Diligence Materials heretofore furnished to Purchaser) pertaining to the contrary herein: (1) it is Property or any part thereof, the explicit intent and acknowledgement of each party hereto that the Company has not made and are not making any representation physical condition thereof, environmental matters, income, expenses or warranty whatsoever, express operation thereof or implied, other than those expressly given in Section 2 of this Agreement, and 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 CompanyPersonal Property or Intangible Personal Property, the Subsidiary, the New Subsidiary, any PRC Entity or the Business, or as to the post-Closing value, condition, merchantability or suitability uses which can be lawfully made of the Company, the Subsidiary, the New Subsidiary, any PRC Entity same under applicable zoning or the Business; and the Investor is not relying on other laws or any other statement, representation matter or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, representatives or agents of the Company, the Subsidiary, the New Subsidiary, or the PRC Entitiesthing with respect thereto, including any such statementexisting or prospective Leases, representation Operating Agreements or warranty contained Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, Seller is not liable for or bound by (and Purchaser has not relied upon) any verbal or written statements, representations, real estate brokers’ “set-ups” or offering memorandum or any information, document or material made available to materials (including the Investor or its officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations Offering Package) or any other form information respecting the Property furnished by Seller or any broker, employee, agent, consultant or other person representing or purportedly representing Seller. Purchaser shall have no right to terminate this Agreement based on (i) any change, or potential change, in expectation the market conditions which influence the Property including, without limitation, market rent estimates for the Property, percentage rent estimates for the Property, the supply and demand forces affecting the area in which the Property is located, the Property’s competitive position relative to its existing and new development competitors, occupancy/vacancy rates, collection loss allowances, if any, projected growth rates, if any, in rents and expenses and levels of tenant packages (including tenant work and market driven leasing fees), (ii) utility costs in year 2003 and beyond, (iii) the impact of the transactions contemplated by consummation of this transaction on the assessed value of the Property, (iv) the availability or limited availability or cost of obtaining terrorism insurance, and (v) other income sources and amounts including, without limitation, carousel revenue or in-line specialty leasing. Nothing contained in this Section 11.01 shall be deemed to impair, limit or otherwise affect Purchaser’s rights under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the Related Agreements; and (2) the Investor has undertaken its own analyses and methodologies to value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and 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 Parentother provisions hereof binding upon Seller. The Investor and Investor Parent each hereby represents and warrants to provisions of this Section 11.01 shall survive the Company, the Subsidiary and the New Subsidiary that:Closing.

No Implied Representations. Notwithstanding anything to the contrary herein: contained herein (1i) it is none of the explicit intent and acknowledgement of each party hereto that Sellers, its Affiliates the Company has not made and are not making Company, directors, employees or any other representative shall be deemed to make to the Purchaser or its Affiliates any representation or warranty whatsoever, express or implied, other than those as expressly given made by the Sellers and the Company in Section 2 Articles 3 and 4 of this Agreement, in the Disclosure Schedule and without limiting the foregoing other schedules attached to this Agreement and/or in any certificate furnished by the Company has not made and/or the Sellers pursuant to this Agreement; and is not making any implied warranty or representation as to (ii) the post-Closing businessCompany and the Sellers disclaim, results of operations, financial condition or prospects on behalf of the Company, the SubsidiarySellers, and their respective Affiliates any other representations or warranties, whether made by the Company, the New SubsidiarySellers or any of their respective Affiliates or representatives or any other Person; and (iii) the Company and the Sellers disclaim, any PRC Entity or the Business, or as to the post-Closing value, condition, merchantability or suitability on behalf of the Company, the SubsidiarySellers, and their respective Affiliates and representatives, all liability and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or representatives not contained in this Agreement, in the New Subsidiary, any PRC Entity or the Business; Disclosure Schedule and the Investor is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, representatives or agents of the Company, the Subsidiary, the New Subsidiary, or the PRC Entities, including any such statement, representation or warranty contained schedules attached to this Agreement and/or in any offering memorandum or any information, document or material made available certificate furnished by the Company and/or the Sellers pursuant to this Agreement. The Sellers acknowledges and agrees that the Investor or Purchaser has based its officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations or any other form in expectation of decision to consummate the transactions contemplated by this Agreement hereby solely pursuant to the representations and warranties of the Sellers and the Related Agreements; Company set forth in Articles 3 and 4, as modified by the Disclosure Schedule and no due diligence or other review process by the Purchaser or any disclosure by the Sellers or the Company (2and not otherwise disclosed in the Disclosure Schedule in the manner set forth herein) shall in any way limit its rights to indemnification pursuant to Article 9. To the Investor has undertaken its own analyses and methodologies to value Purchaser’s Knowledge, as of the Companydate hereof, the Subsidiary, the New Subsidiary, the PRC Entities and the Business, and in Purchaser has 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 known basis for filing a claim pursuant to the Company, the Subsidiary and the New Subsidiary that:Article 9.

No Implied Representations. Notwithstanding anything Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, neither Seller nor any agent or representative or purported agent or representative of Seller has made, and Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the contrary herein: (1) it is Mall or any part thereof, the explicit intent and acknowledgement of each party hereto that the Company has not made and are not making any representation physical condition thereof, environmental matters, income, expenses or warranty whatsoever, express operation thereof or implied, other than those expressly given in Section 2 of this Agreement, and 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 CompanyPersonal Property or Intangible Personal Property, the Subsidiary, the New Subsidiary, any PRC Entity or the Business, or as to the post-Closing value, condition, merchantability or suitability uses which can be lawfully made of the Company, the Subsidiary, the New Subsidiary, any PRC Entity same under applicable zoning or the Business; and the Investor is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, representatives or agents of 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 officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations laws or any other form matter or thing with respect thereto, including, without limitation, any existing or prospective Leases, Operating Agreements or Other Agreements. Without limiting the foregoing, Purchaser acknowledges and agrees that, except as expressly set forth in expectation of the transactions contemplated by this Agreement and in the Related Agreements; documents and instruments delivered by Seller at the Closing, Seller is not liable for or bound by (2and Purchaser has not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Investor has undertaken Mall furnished by Seller or any broker, employee, agent, consultant or other Person representing or purportedly representing Seller. Purchaser acknowledges and agrees that its offer is based upon its own analyses views and methodologies judgments regarding the Property's value and such judgments are not subject to Purchaser's due diligence review. Accordingly, Seller is entering into this Agreement based upon Purchaser's assurances that Purchaser has a well-informed opinion of the value of the CompanyProperty. Purchaser has "signed off" on market conditions which influence the Property such as the Property's competitive position relative to its existing and potential future competitors, market rental rates achievable at the SubsidiaryProperty, vacancy assumptions, credit loss and downtime reserves, project growth rates (if any) in rents, expenses, and/or retail sales, impact of the New Subsidiarysale on assessed values, the PRC Entities tenant work and leasing fee levels necessary to generate estimated market rents, tenant retention ratios and 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 need for an amount of the Investor and Investor Parentany "capital reserves". The Investor and Investor Parent each hereby represents and warrants to provisions of this Section 8.1 shall survive the Company, the Subsidiary and the New Subsidiary that:Closing.

No Implied Representations. Notwithstanding anything to Except for Seller’s representations set forth in this Agreement and in the contrary herein: (1) it closing documents, Purchaser agrees, acknowledges and represents that Purchaser is entering into this Agreement and shall perform all of its obligations hereunder and consummate the explicit intent and acknowledgement of each party hereto that the Company has not made and are not making any representation or warranty whatsoever, express or implied, other than those expressly given in Section 2 of this Agreement, and 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 PRC Entity or the Business; and the Investor is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, representatives or agents of 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 officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations or any other form in expectation of the transactions transaction contemplated by this Agreement solely in reliance on and as a result of Purchaser’s own investigations and efforts (including its inspection of the Assets and the Related Agreements; business of the Divisions and (2such other investigations, examinations and inspections as Purchaser has chosen to make or has made) the Investor has undertaken its own analyses and methodologies to value the Companyat Purchaser’s sole risk, cost and expense, including, without limitation, the Subsidiaryrisk that Purchaser’s inspection of the Property and such other investigations, examinations and inspections may not reveal any or all adverse or existing conditions, aspects or attributes of the Property. Purchaser acknowledges that Seller has afforded Purchaser the opportunity for full and complete investigation, examination and inspection of the Assets and the business of the Divisions. Purchaser acknowledges that this paragraph was a negotiated part of this Agreement and serves as an essential component of consideration for the same. Without limiting the generality of the foregoing, the New Subsidiary, parties specifically acknowledge that Purchaser has been given an opportunity to fully inspect the PRC Entities Assets and the Businessbusiness of the Divisions, and Contracts and Permits, and the Purchase Price has been negotiated to eliminate all claims, whether known or unknown, relating to the condition thereof and all aspects and attributes thereof, other than as contemplated in no event this Agreement. Consequently, upon consummation of the Closing, Purchaser shall be deemed, on behalf of itself and all those claiming by or through it, to have irrevocably and unconditionally released Seller from, and this clause shall be deemed to bar claims, whether or not presently known, which could be brought by Purchaser and all those claiming by or through Purchaser concerning the Company be charged with knowledge ofcondition of the Assets, business of the Divisions, or Contracts as of Closing other than as contemplated in this Agreement and the Closing documents; provided, however, that the preceding release shall not be deemed to release Seller from any claims that Purchaser may heretofore or hereafter have responsibility forresulting from a breach by Seller of it representations or covenants set forth in this Agreement or in the closing documents, such analyses or methodologies or subject, nevertheless, to the valuation resulting therefromtime limitations herein below for bringing a claim thereon. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH HEREIN AND IN THE CLOSING DOCUMENTS, PURCHASER ACKNOWLEDGES AND AGREES THAT IT WILL BE PURCHASING THE PROPERTY “AS OTHERWISE SPECIFICALLY IS” AND “WITH ALL FAULTS”, BASED UPON THE CONDITION OF THE ASSETS AS OF THE CLOSING DATE AND THAT, EXCEPT AS SET FORTH IN SECTION 2 OF THIS AGREEMENTAGREEMENT OR THE CLOSING DOCUMENTS, THE COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED SELLER MAKES NO 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 Company, the Subsidiary and the New Subsidiary that:EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT OF THE ASSETS

No Implied Representations. Notwithstanding anything Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by the Sellers at the Closing, neither the Sellers nor any affiliate, agent or representative or purported agent or representative of the Sellers has made, and the Sellers and such other persons and entities are not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including, without limitation, any information set forth in that certain Confidential Information Memorandum prepared by Goldman and any supplements thereto or changes therein, the Environme▇▇▇▇ ▇▇port, or any other offering materials heretofore furnished to Purchaser) pertaining to (a) the Membership Interests; (b) Owner or the assets and liabilities (including contingent liabilities) thereof; or (c) the Property, the physical condition thereof, environmental matters, the income, expenses or operation thereof or the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the Property under applicable zoning or other laws or any other matter or thing with respect to the contrary herein: Property, including, without limitation, any existing or prospective Leases, the REA or Other Agreements. Without limiting the foregoing, Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by the Sellers at the Closing, the Sellers are not liable for or bound by (1) it is the explicit intent and acknowledgement of each party hereto that the Company Purchaser has not made and are not making relied upon) any representation verbal or warranty whatsoeverwritten statements, express representations, real estate brokers' "set-ups" or impliedoffering materials or any other information respecting the Membership Interests, other than those expressly given in Section 2 of this Agreement, and 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 Owner or the BusinessProperty furnished by the Sellers or any broker, employee, agent, consultant or as other person representing or purportedly representing the Sellers. If the Sellers or its agents have delivered or hereafter deliver to the post-Closing value, condition, merchantability Purchaser or suitability of the Company, the Subsidiary, the New Subsidiary, any PRC Entity or the Business; and the Investor is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, representatives or its agents of 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 report, survey, analysis or material made available similar documentation prepared by a third party unrelated to the Investor Sellers, the Sellers neither expressly nor impliedly warrant or its officersrepresent to Purchaser the truth, directors, employees, affiliates, representatives accuracy or agents within due diligence materials, management presentations completeness thereof and expressly disclaim any liability whatsoever with respect thereto or any obligation independently to investigate the matters contained therein; and Purchaser hereby acknowledges that the Sellers have or are providing such information, reports, surveys, analysis or other form third-party documents to Purchaser as an accommodation only and that Purchaser shall be responsible for the verification and review thereof. Nothing contained in expectation this Section 8.1 shall be deemed to impair, limit or otherwise affect Purchaser's rights under this Agreement in respect of the transactions contemplated by express representations and warranties of the Sellers set forth in this Agreement and the Related Agreements; and (2) other provisions hereof binding upon the Investor has undertaken its own analyses and methodologies to value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and 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 ParentSellers. The Investor and Investor Parent each hereby represents and warrants to provisions of this Section 8.1 shall survive the Company, the Subsidiary and the New Subsidiary that:Closing or any termination of this Agreement.

No Implied Representations. Notwithstanding anything (a) Parent and Merger Subs acknowledge and agree (for itself and on behalf of their Affiliates) that (i) the representations and warranties of Seller and the 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 Companies 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 Parent or any of its 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 Seller and the Companies in connection with the transactions contemplated hereby or in connection with presentations by Seller’s and the Companies’ management, are not and shall not be deemed to be or include representations or warranties unless and to the contrary herein: (1) it extent any such materials or information is the explicit intent and acknowledgement of each party hereto that the Company has not made and are not making covered by any express representation or warranty whatsoeverset forth in this Agreement or in any Transaction Document, and (iii) 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, other than those expressly given prospects or operations or otherwise in Section 2 of 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 without limiting shall not be deemed to be or include representations or warranties unless and to the foregoing extent any such materials or information is the Company covered by any express representation or warranty set forth in this Agreement 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 not made and is not making any implied warranty or representation as to making, and neither Seller nor the post-Closing business, results of operations, financial condition or prospects of the Company, the Subsidiary, the New SubsidiaryCompanies are relying upon, any PRC Entity representations or warranties whatsoever regarding Parent or Merger Subs or the Business, subject matter of this Agreement or as to the post-Closing value, condition, merchantability or suitability of the Company, the Subsidiary, the New Subsidiary, any PRC Entity or the Business; and the Investor is not relying on any other statement, representation or warranty, oral or writtenTransaction Document, express or implied, made by any officers, directors, employees, affiliates, representatives or agents of 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 officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations or any other form in expectation of the transactions contemplated by this Agreement and the Related Agreements; and (2) the Investor has undertaken its own analyses and methodologies to value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and 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 Company, the Subsidiary and the New Subsidiary that:.

No Implied Representations. Notwithstanding anything PropCo acknowledges that it is familiar with the Company and the Property and has had the opportunity, directly or through its Representatives, to inspect the assets of the Company, including the Property, and to conduct due diligence activities. PropCo further acknowledges and agrees that, (i) except as expressly set forth in Article II or the Real Estate Purchase Agreement none of Seller Parties, nor any of its respective Subsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the contrary herein: (1) it is the explicit intent and acknowledgement businesses or properties of each party hereto that the Company has or Seller Parties, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and PropCo did not made and are not making rely on any representation or warranty whatsoevernot contained in Article II or the Real Estate Purchase Agreement or any certificate delivered by Seller or any officer thereof pursuant to Section 6.2 hereof or the Real Estate Purchase Agreement when making its decision to enter into this Agreement and the Real Estate Purchase Agreement. Without limiting the foregoing, express or impliedPropCo acknowledges and agrees that, other than those except as expressly given set forth in Section 2 of this Agreement, and without limiting the foregoing no Seller (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company has not made and or (b) 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 as to any of the assets or properties of the Company, . Seller hereby acknowledges and agrees that nothing in this Section 4.7 will limit in any way the Subsidiary, the New Subsidiary, any PRC Entity representations and warranties of Seller made in Article II or the Business; and Real Estate Purchase Agreement or PropCo’s rights to indemnification or other remedies for any breach of the Investor is not relying on same as contemplated hereby or thereby. Notwithstanding any other statementprovision of this Agreement to the contrary, representation nothing in this Section 4.7 shall limit any rights or warranty, oral or written, express or implied, made remedies of PropCo in the case of Fraud by any officers, directors, employees, affiliates, representatives or agents of 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 officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations or any other form in expectation of the transactions contemplated by this Agreement and the Related Agreements; and (2) the Investor has undertaken its own analyses and methodologies to value the Company, the Subsidiary, the New Subsidiary, the PRC Entities and 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 Company, the Subsidiary and the New Subsidiary that:Seller.

No Implied Representations. Notwithstanding anything to the contrary herein: (1) it is the explicit intent and acknowledgement of each party hereto Mall II Buyer acknowledges that the Company has not made and are not making any representation or warranty whatsoever, express or implied, other than those except as expressly given set forth in Section 2 of this Agreement, neither Developer nor any agent or representative or purported agent or representative of Developer has made, and Developer is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including, without limitation, any information set forth in materials heretofore furnished to Mall II Buyer by ▇▇▇▇▇▇▇ ▇▇▇▇▇) pertaining to the Mall Improvements, the Phase II Mall, the Palazzo Casino Resort or any part thereof, the physical condition thereof, environmental matters, income, expenses or the operation thereof, the uses which can be lawfully made of the same under applicable zoning or other laws or any other matter or thing with respect thereto. Without limiting the foregoing the Company foregoing, Mall II Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, Developer is not liable for or bound by (and Mall II Buyer has not made and is not making relied upon) any implied warranty verbal or representation as to written statements, representations, or offering materials or any other information respecting the post-Closing business, results of operations, financial condition or prospects of the Company, the Subsidiary, the New Subsidiary, any PRC Entity Phase II Mall or the BusinessPalazzo Casino Resort furnished by Developer or any broker, employee, agent, consultant or as other person representing or purportedly representing Developer. If Developer or its agents have delivered or hereafter deliver to the post-Closing value, condition, merchantability Mall II Buyer or suitability of the Company, the Subsidiary, the New Subsidiary, any PRC Entity or the Business; and the Investor is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliates, representatives or its agents of 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 report, survey, analysis or material made available similar documentation prepared by a third party unrelated to Developer, Developer neither expressly or impliedly warrants or represents to Mall II Buyer the Investor truth, accuracy or its officers, directors, employees, affiliates, representatives or agents within due diligence materials, management presentations completeness thereof and expressly disclaims any liability whatsoever with respect thereto or any obligation independently to investigate the matters contained therein; and Mall II Buyer hereby acknowledges that Developer has or is providing such information, reports, surveys, analysis or other form third-party documents to Mall II Buyer as an accommodation only and that Mall II Buyer shall be responsible for the verification and review thereof. Nothing contained in expectation this Section 15.9 shall be deemed to impair, limit or otherwise affect Mall II Buyer's rights under this Agreement in respect of the transactions contemplated by representations and warranties of Developer set forth in this Agreement and the Related Agreements; and (2) the Investor has undertaken its own analyses and methodologies to value the Companyother provisions hereof binding upon Developer, the Subsidiary, the New Subsidiary, the PRC Entities and the Business, and in no event disclaimers of this Section 15.9 shall the Company be charged with knowledge of, not apply to any information so represented 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 Parentwarranted by Developer. The Investor and Investor Parent each hereby represents and warrants to provisions of this Section 15.9 shall survive the Company, the Subsidiary and the New Subsidiary that:Closing Date or any termination of this Agreement.

No Implied Representations. Notwithstanding anything to the contrary hereinherein and without in any way affecting Purchaser's right to rely on the accuracy and completeness of the representations 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: (1) it is the explicit intent and acknowledgement of each party hereto that the Company has Sellers have not made and are not making any representation or warranty whatsoever, express or implied, other than beyond those expressly given in this Agreement, or in any agreement, certificate or other document delivered to Purchaser pursuant to Section 2 1.2(A) of this Agreement, and without limiting the foregoing the Company has including, but not made and is not making limited to, any such 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 Company or the BusinessBusinesses, or as to the post-Closing value, condition, merchantability or suitability of the any Company, the Subsidiarysuch Company's post-Closing Business, the New Subsidiarypost-Closing US Business, any PRC Entity the post-Closing UK Business or the post-Closing German Business; and the Investor Purchaser is not relying on any other statement, representation or warranty, oral or written, express or implied, made by any officers, directors, employees, affiliatesSeller or any Company or their respective Affiliates, representatives or agents of the Company, the Subsidiary, the New Subsidiary, or the PRC Entitiesagents, including any such statement, representation or warranty contained in any offering memorandum or any information, document or material made available to the Investor Purchaser or its officers, directors, employees, affiliatesAffiliates, representatives or agents within due diligence materialsin certain "data rooms", management presentations or any other form in expectation of the transactions contemplated by this Agreement and the Related Additional Transfer Documents and Ancillary Agreements, except for the representations and warranties expressly set forth in this Agreement , or in any agreement, certificate or other document delivered to Purchaser pursuant to Section 1.2(A) of this Agreement; and (2) the Investor Purchaser has undertaken its own analyses and methodologies to value the CompanyBusinesses of the Companies, the SubsidiaryUS Business, the New SubsidiaryUK Business, the PRC Entities German Business and the BusinessShares, and in no event shall the Company Sellers 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 3.1 OF THIS AGREEMENT, THE COMPANY SELLERS EXPRESSLY DISCLAIMS DISCLAIM 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 Company, the Subsidiary and the New Subsidiary that:.