Common use of No Implied Representations Clause in Contracts

No Implied Representations. Transferees acknowledge that except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors at the Closing, neither Transferor nor any agent or representative or purported agent or representative of either Transferor has made, and neither Transferor is 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 offering materials heretofore furnished to Transferees) pertaining to the Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or of the Personal Property or Intangible Personal Property, 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, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Transferees acknowledge and agree that, except as expressly set forth in this Agreement and in the documents delivered by Transferors at the Closing, neither Transferor is liable for or bound by (and Transferees have not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Mall furnished by either Transferor or any broker, employee, agent, consultant or other person representing or purportedly representing either Transferor. Nothing contained in this Section 8.01 shall be deemed to impair, limit or otherwise affect Transferees' rights under this Agreement in respect of the representations, warranties and covenants of Transferors set forth in this Agreement and the other provisions hereof binding upon Transferors. The provisions of this Section 8.01 shall survive the Closing.

No Implied Representations. Transferees acknowledge Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors Equitable at the Closing, neither Transferor Equitable nor any agent or representative or purported agent or representative of either Transferor Equitable has made, and neither Transferor Equitable is not liable for or bound in any manner by, any express or implied warranties, guarantiesguarantees, promises, statements, inducements, representations or information (including including, without limitation, any information set forth in offering materials heretofore furnished to TransfereesPurchaser) pertaining to the Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or of the Personal Property or Intangible Personal Property, 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, including including, without limitation, any existing or prospective Leases, Operating Agreements Leases or Other Agreements or obligations which may arise hereunder after the Closing DateAgreements. Without limiting the foregoing, Transferees acknowledge Purchaser acknowledges and agree agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors Equitable at the Closing, neither Transferor Equitable is not liable for or bound by (and Transferees have 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 Mall furnished by either Transferor Equitable or any broker, employee, agent, consultant or other person representing or purportedly representing either TransferorEquitable. Nothing contained in this Section 8.01 shall be deemed to impair, limit or otherwise affect Transferees' Purchaser's rights under this Agreement in respect of the representations, warranties and covenants of Transferors Equitable set forth in this Agreement and the other provisions hereof binding upon Transferors. The provisions of this Section 8.01 shall survive the ClosingEquitable.

No Implied Representations. Transferees acknowledge Notwithstanding anything to the contrary herein 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 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 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 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 transactions contemplated by this Agreement and the Additional Transfer Documents and Ancillary Agreements, except as 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 Purchaser has undertaken its own 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 documents and instruments delivered by Transferors at Sellers be charged with knowledge of, or have responsibility for, such analyses or methodologies or the Closingvaluation resulting therefrom. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 3.1 OF THIS AGREEMENT, neither Transferor nor any agent or representative or purported agent or representative of either Transferor has made, and neither Transferor is 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 offering materials heretofore furnished to Transferees) pertaining to the Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or of the Personal Property or Intangible Personal Property, 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, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Transferees acknowledge and agree that, except as expressly set forth in this Agreement and in the documents delivered by Transferors at the Closing, neither Transferor is liable for or bound by (and Transferees have not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Mall furnished by either Transferor or any broker, employee, agent, consultant or other person representing or purportedly representing either Transferor. Nothing contained in this Section 8.01 shall be deemed to impair, limit or otherwise affect Transferees' rights under this Agreement in respect of the representations, warranties and covenants of Transferors set forth in this Agreement and the other provisions hereof binding upon Transferors. The provisions of this Section 8.01 shall survive the ClosingTHE SELLERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION.

No Implied Representations. Transferees acknowledge 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 and in the documents and instruments delivered by Transferors at the Closing, neither Transferor nor any agent or representative or purported agent or representative of either Transferor has made, and neither Transferor is liable for or Agreement. Purchaser agrees that Seller shall not be bound in any manner by, whatsoever by any express or implied warranties, guarantiesguarantees, promises, statementsprojections, inducements, representations or other information (including any information set forth in offering materials heretofore furnished to Transferees) pertaining to the Mall Property made, furnished or claimed to have been made or furnished by Seller or any part thereofaffiliates, the physical condition thereofemployees, environmental mattersagents, incomeattorneys, expenses partners, members, officers, directors, advisors or operation thereof or property manager of the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the same under applicable zoning or other laws Seller or any other matter broker, whether verbally or thing with respect thereto, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Transferees acknowledge and agree thatin writing, except as expressly set forth in this Agreement Agreement. Purchaser acknowledges and in the documents delivered by Transferors at the Closingagrees that, neither Transferor is liable for or bound by (and Transferees have not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Mall furnished by either Transferor or any broker, employee, agent, consultant or other person representing or purportedly representing either Transferor. Nothing contained except as otherwise expressly provided in this Section 8.01 shall be deemed Agreement, Purchaser agrees to impairtake the Property on an "as is, limit or otherwise affect Transferees' rights under this Agreement where-is" basis, with all faults, in respect of substantially its present condition, subject to ordinary use, wear and tear and natural deterioration and any Space Lease Action (hereinafter defined) between the representations, warranties date hereof and covenants of Transferors set forth the Closing and subject to casualty and condemnation to the extent provided in this Agreement Agreement. Purchaser hereby waives, to the extent permitted by law, any and the other provisions hereof binding upon Transferors. The provisions of this Section 8.01 shall survive the Closingall implied warranties.

No Implied Representations. Transferees acknowledge 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 businesses or properties of the Company 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 rely on any representation or warranty not 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 in the documents and instruments delivered by Transferors at the Closing, neither Transferor nor any agent or representative or purported agent or representative of either Transferor has made, and neither Transferor is 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 offering materials heretofore furnished to Transferees) pertaining to the Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or of the Personal Property or Intangible Personal Property, 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, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing DateReal Estate Purchase Agreement. Without limiting the foregoing, Transferees acknowledge PropCo acknowledges and agree agrees that, except as expressly set forth in this Agreement Agreement, no Seller (a) has made any representations or warranties with respect to financial projections, financial models or forecasts regarding the Company or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the Company. Seller hereby acknowledges and in the documents delivered by Transferors at the Closing, neither Transferor is liable for or bound by (and Transferees have not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Mall furnished by either Transferor or any broker, employee, agent, consultant or other person representing or purportedly representing either Transferor. Nothing contained agrees that nothing in this Section 8.01 shall be deemed 4.7 will limit in any way the representations and warranties of Seller made in Article II or the Real Estate Purchase Agreement or PropCo’s rights to impair, limit indemnification or otherwise affect Transferees' rights under other remedies for any breach of the same as contemplated hereby or thereby. Notwithstanding any provision of this Agreement in respect of to the representationscontrary, warranties and covenants of Transferors set forth nothing in this Agreement and Section 4.7 shall limit any rights or remedies of PropCo in the other provisions hereof binding upon Transferors. The provisions case of this Section 8.01 shall survive the ClosingFraud by any Seller.

No Implied Representations. Transferees acknowledge 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, 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 and in the documents and instruments delivered by Transferors at the Closing, neither Transferor nor any agent or representative or purported agent or representative of either Transferor has made, and neither Transferor is liable for or Agreement. Purchaser agrees that Seller shall not be bound in any manner by, whatsoever by any express or implied warranties, guarantiesguarantees, promises, statementsprojections, inducements, representations or other information (including any information set forth in offering materials heretofore furnished to Transferees) pertaining to the Mall Property made, furnished or claimed to have been made or furnished by Seller or any part thereofaffiliates, the physical condition thereofemployees, environmental mattersagents, incomeattorneys, expenses partners, members, officers, directors, advisors or operation thereof or property manager of the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the same under applicable zoning or other laws Seller or any other matter broker, whether verbally or thing with respect thereto, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Transferees acknowledge and agree thatin writing, except as expressly set forth in this Agreement Agreement. Purchaser acknowledges and in the documents delivered by Transferors at the Closingagrees that, neither Transferor is liable for or bound by (and Transferees have not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Mall furnished by either Transferor or any broker, employee, agent, consultant or other person representing or purportedly representing either Transferor. Nothing contained except as otherwise expressly provided in this Section 8.01 shall be deemed Agreement, Purchaser agrees to impairtake the Property on an "as is, limit or otherwise affect Transferees' rights under this Agreement where-is" basis, with all faults, in respect of substantially its present condition, subject to ordinary use, wear and tear and natural deterioration and any Space Lease Action (hereinafter defined) between the representations, warranties date hereof and covenants of Transferors set forth the Closing and subject to casualty and condemnation to the extent provided in this Agreement Agreement. Purchaser hereby waives, to the extent permitted by law, any and the other provisions hereof binding upon Transferors. The provisions of this Section 8.01 shall survive the Closingall implied warranties.

No Implied Representations. Transferees acknowledge Notwithstanding anything to the contrary herein 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 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 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 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 transactions contemplated by this Agreement and the Additional Transfer Documents and Ancillary Agreements, except as for the representations and warranties expressly set forth in this Agreement Agreement, 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 own 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 documents and instruments delivered by Transferors at Sellers be charged with knowledge of, or have responsibility for, such analyses or methodologies or the Closingvaluation resulting therefrom. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 3.1 OF THIS AGREEMENT, neither Transferor nor any agent or representative or purported agent or representative of either Transferor has made, and neither Transferor is 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 offering materials heretofore furnished to Transferees) pertaining to the Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or of the Personal Property or Intangible Personal Property, 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, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Transferees acknowledge and agree that, except as expressly set forth in this Agreement and in the documents delivered by Transferors at the Closing, neither Transferor is liable for or bound by (and Transferees have not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Mall furnished by either Transferor or any broker, employee, agent, consultant or other person representing or purportedly representing either Transferor. Nothing contained in this Section 8.01 shall be deemed to impair, limit or otherwise affect Transferees' rights under this Agreement in respect of the representations, warranties and covenants of Transferors set forth in this Agreement and the other provisions hereof binding upon Transferors. The provisions of this Section 8.01 shall survive the ClosingTHE SELLERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION.

No Implied Representations. Transferees acknowledge that Buyer acknowledges and agrees that, except as expressly set forth in this Agreement Agreement, none of Parent, Seller, RIH, New Pier and in the documents and instruments delivered by Transferors at the Closingany of their respective parents, neither Transferor nor any agent Subsidiaries, Affiliates, agents or representative representatives or purported agent agents or representative of either Transferor representatives has made, and neither Transferor 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 (including any information set forth in offering materials heretofore furnished to Transferees) pertaining to the Mall 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 or of thereof, the Personal Property or Intangible Personal Propertyfinancial prospects for such businesses, the uses which can be lawfully made of the same Real Estate Assets under applicable zoning or other laws or any other matter or thing with respect thereto, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing DateGovernmental Authorities. Without limiting the foregoing, Transferees acknowledge Buyer acknowledges and agree agrees that, except as expressly set forth in this Agreement Agreement, Parent and in the documents delivered by Transferors at the Closing, neither Transferor is Seller (a) are not liable for or bound by (and Transferees have Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers' brokers "set-upssetups" or offering materials or any other information respecting the Mall 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 either Transferor Parent, Seller, RIH, New Pier, or any brokerAffiliate, employee, agent, consultant representative or other person representing or purportedly representing either Transferorany of the foregoing, and (b) are not making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of RIH or New Pier, as to the RIH Shares or the New Pier Shares or as to any of the Real Estate Assets or Warehouse Assets. Nothing It is understood and agreed that any cost estimates, projections or other predictions contained or referred to in this Section 8.01 the Schedules are not and shall not be deemed to impair, limit be representations or otherwise affect Transferees' rights under this Agreement in respect warranties of the representations, warranties and covenants of Transferors set forth in this Agreement and the other provisions hereof binding upon Transferors. The provisions of this Section 8.01 shall survive the ClosingParent or Seller.

No Implied Representations. Transferees acknowledge that except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors at the Closing, neither Transferor nor any agent or representative or purported agent or representative of either Transferor has made, and neither Transferor is 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 offering materials heretofore furnished to Transferees) pertaining Notwithstanding anything to the Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or contrary contained herein (i) none of the Personal Property or Intangible Personal PropertySellers, its Affiliates the uses which can be lawfully made of the same under applicable zoning or other laws Company, directors, employees or any other matter or thing with respect thereto, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Transferees acknowledge and agree that, except as expressly set forth in this Agreement and in the documents delivered by Transferors at the Closing, neither Transferor is liable for or bound by (and Transferees have not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Mall furnished by either Transferor or any broker, employee, agent, consultant or other person representing or purportedly representing either Transferor. Nothing contained in this Section 8.01 representative shall be deemed to impairmake to the Purchaser or its Affiliates any representation or warranty other than as expressly made by the Sellers and the Company in Articles 3 and 4 of this Agreement, limit or otherwise affect Transferees' rights under in the Disclosure Schedule and the other schedules attached to this Agreement and/or in respect any certificate furnished by the Company and/or the Sellers pursuant to this Agreement; and (ii) the Company and the Sellers disclaim, on behalf of the representationsCompany, the Sellers, and their respective Affiliates any other representations or warranties, whether made by the Company, the Sellers or any of their respective Affiliates or representatives or any other Person; and (iii) the Company and the Sellers disclaim, on behalf of the Company, the Sellers, 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 Disclosure Schedule and the other schedules attached to this Agreement and/or in any certificate furnished by the Company and/or the Sellers pursuant to this Agreement. The Sellers acknowledges and agrees that the Purchaser has based its decision to consummate the transactions contemplated hereby solely pursuant to the representations and warranties of the Sellers and covenants of Transferors the Company set forth in this Agreement Articles 3 and 4, as modified by the Disclosure Schedule and no due diligence or other provisions hereof binding upon Transferorsreview process by the Purchaser or any disclosure by the Sellers or the Company (and 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. The provisions To the Purchaser’s Knowledge, as of this Section 8.01 shall survive the Closingdate hereof, the Purchaser has no known basis for filing a claim pursuant to Article 9.

No Implied Representations. Transferees acknowledge that except as expressly Except for Seller’s representations set forth in this Agreement and in the documents closing documents, Purchaser agrees, acknowledges and instruments delivered represents that Purchaser is entering into this Agreement and shall perform all of its obligations hereunder and consummate the transaction contemplated by Transferors at this Agreement solely in reliance on and as a result of Purchaser’s own investigations and efforts (including its inspection of the ClosingAssets and the business of the Divisions and such other investigations, neither Transferor nor any agent examinations and inspections as Purchaser has chosen to make or representative or purported agent or representative of either Transferor has made) and at Purchaser’s sole risk, cost and neither Transferor is liable for or bound in any manner byexpense, any express or implied warrantiesincluding, guaranties, promises, statements, inducements, representations or information (including any information set forth in offering materials heretofore furnished to Transferees) pertaining to the Mall or any part thereofwithout limitation, the physical condition thereof, environmental matters, income, expenses or operation thereof or risk that Purchaser’s inspection of the Personal Property and such other investigations, examinations and inspections may not reveal any or Intangible Personal Propertyall adverse or existing conditions, the uses which can be lawfully made aspects or attributes of the same under applicable zoning or other laws or any other matter or thing with respect theretoProperty. Purchaser acknowledges that Seller has afforded Purchaser the opportunity for full and complete investigation, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after examination and inspection of the Closing DateAssets 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, Transferees the parties specifically acknowledge that Purchaser has been given an opportunity to fully inspect the Assets and agree thatthe business of the Divisions, except 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 expressly contemplated in 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 condition 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 resulting from a breach by Seller of it representations or covenants set forth in this Agreement and or in the documents delivered by Transferors at closing documents, subject, nevertheless, to the Closingtime 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, neither Transferor is liable for or bound by (and Transferees have not relied upon) any verbal or written statementsPURCHASER ACKNOWLEDGES AND AGREES THAT IT WILL BE PURCHASING THE PROPERTY “AS IS” AND “WITH ALL FAULTS”, representationsBASED UPON THE CONDITION OF THE ASSETS AS OF THE CLOSING DATE AND THAT, real estate brokers' "set-ups" or offering materials or any other information respecting the Mall furnished by either Transferor or any brokerEXCEPT AS SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, employeeSELLER MAKES NO WARRANTY OR REPRESENTATION, agentEXPRESS OR IMPLIED, consultant or other person representing or purportedly representing either Transferor. Nothing contained in this Section 8.01 shall be deemed to impairOR ARISING BY OPERATION OF LAW, limit or otherwise affect Transferees' rights under this Agreement in respect of the representationsINCLUDING, warranties and covenants of Transferors set forth in this Agreement and the other provisions hereof binding upon Transferors. The provisions of this Section 8.01 shall survive the Closing.BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT OF THE ASSETS

No Implied Representations. Transferees acknowledge Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors Seller at the Closing, neither Transferor Seller nor any agent or representative or purported agent or representative of either Transferor Seller has made, and neither Transferor 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 offering materials heretofore furnished to Transferees) pertaining to the Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or of the Personal Property or Intangible Personal Property, 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, including including, without limitation, any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing DateAgreements. Without limiting the foregoing, Transferees acknowledge Purchaser acknowledges and agree agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors Seller at the Closing, neither Transferor Seller is not liable for or bound by (and Transferees have 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 Mall furnished by either Transferor Seller or any broker, employee, agent, consultant or other person Person representing or purportedly representing either TransferorSeller. Nothing contained in this Section 8.01 shall be deemed Purchaser acknowledges and agrees that its offer is based upon its own views and judgments regarding the Property's value and such judgments are not subject to impairPurchaser's due diligence review. Accordingly, limit or otherwise affect Transferees' rights under Seller is entering into this Agreement in respect based upon Purchaser's assurances that Purchaser has a well-informed opinion of the representationsvalue of the Property. 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, warranties market rental rates achievable at the Property, vacancy assumptions, credit loss and covenants downtime reserves, project growth rates (if any) in rents, expenses, and/or retail sales, impact of Transferors set forth in this Agreement the sale on assessed values, tenant work and leasing fee levels necessary to generate estimated market rents, tenant retention ratios and the other provisions hereof binding upon Transferorsneed for an amount of any "capital reserves". The provisions of this Section 8.01 8.1 shall survive the Closing.

No Implied Representations. Transferees acknowledge Mall II Buyer acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors at the ClosingAgreement, neither Transferor Developer nor any agent or representative or purported agent or representative of either Transferor Developer has made, and neither Transferor Developer is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including including, without limitation, any information set forth in offering materials heretofore furnished to TransfereesMall 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 or of the Personal Property or Intangible Personal Propertythereof, 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, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Transferees acknowledge Mall II Buyer acknowledges and agree agrees that, except as expressly set forth in this Agreement and in the documents delivered by Transferors at the ClosingAgreement, neither Transferor Developer is not liable for or bound by (and Transferees have Mall II Buyer has not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Phase II Mall or the Palazzo Casino Resort furnished by either Transferor Developer or any broker, employee, agent, consultant or other person representing or purportedly representing either TransferorDeveloper. If Developer or its agents have delivered or hereafter deliver to Mall II Buyer or its agents any information, report, survey, analysis or similar documentation prepared by a third party unrelated to Developer, Developer neither expressly or impliedly warrants or represents to Mall II Buyer the truth, accuracy or 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 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 this Section 8.01 15.9 shall be deemed to impair, limit or otherwise affect Transferees' Mall II Buyer's rights under this Agreement in respect of the representations, representations and warranties and covenants of Transferors Developer set forth in this Agreement and the other provisions hereof binding upon TransferorsDeveloper, and the disclaimers of this Section15.9 shall not apply to any information so represented or warranted by Developer. The provisions of this Section 8.01 15.9 shall survive the ClosingClosing Date or any termination of this Agreement.

No Implied Representations. Transferees acknowledge Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors the Sellers at the Closing, neither Transferor the Sellers nor any affiliate, agent or representative or purported agent or representative of either Transferor the Sellers has made, and neither Transferor is 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 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 TransfereesPurchaser) pertaining to (a) the Mall Membership Interests; (b) Owner or any part 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 of the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the same Property under applicable zoning or other laws or any other matter or thing with respect theretoto the Property, including including, without limitation, any existing or prospective Leases, Operating Agreements the REA or Other Agreements or obligations which may arise hereunder after the Closing DateAgreements. Without limiting the foregoing, Transferees acknowledge Purchaser acknowledges and agree agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors the Sellers at the Closing, neither Transferor is the Sellers are not liable for or bound by (and Transferees have 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 Mall Membership Interests, Owner or the Property furnished by either Transferor the Sellers or any broker, employee, agent, consultant or other person representing or purportedly representing either Transferorthe Sellers. If the Sellers or its agents have delivered or hereafter deliver to Purchaser or its agents any information, report, survey, analysis or similar documentation prepared by a third party unrelated to the Sellers, the Sellers neither expressly nor impliedly warrant or represent to Purchaser the truth, accuracy or 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 third-party documents to Purchaser as an accommodation only and that Purchaser shall be responsible for the verification and review thereof. Nothing contained in this Section 8.01 8.1 shall be deemed to impair, limit or otherwise affect Transferees' Purchaser's rights under this Agreement in respect of the representations, express representations and warranties and covenants of Transferors the Sellers set forth in this Agreement and the other provisions hereof binding upon Transferorsthe Sellers. The provisions of this Section 8.01 8.1 shall survive the ClosingClosing or any termination of this Agreement.

No Implied Representations. Transferees acknowledge Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors Seller at the Closing, neither Transferor Seller nor any agent or representative or purported agent or representative of either Transferor Seller has made, and neither Transferor 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 offering materials the Due Diligence Materials heretofore furnished to TransfereesPurchaser) pertaining to the Mall Property or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or of the Personal Property or Intangible Personal Property, 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, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Transferees acknowledge Purchaser acknowledges and agree agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors Seller at the Closing, neither Transferor Seller is not liable for or bound by (and Transferees have Purchaser has not relied upon) any verbal or written statements, representations, real estate brokers' "’ “set-ups" ” or offering materials (including the Offering Package) or any other information respecting the Mall Property furnished by either Transferor Seller or any broker, employee, agent, consultant or other person representing or purportedly representing either TransferorSeller. Purchaser shall have no right to terminate this Agreement based on (i) any change, or potential change, in 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 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 8.01 11.01 shall be deemed to impair, limit or otherwise affect Transferees' Purchaser’s rights under this Agreement in respect of the representations, warranties and covenants of Transferors Seller set forth in this Agreement and the other provisions hereof binding upon TransferorsSeller. The provisions of this Section 8.01 11.01 shall survive the Closing.

No Implied Representations. Transferees acknowledge that Buyer acknowledges and agrees that, except as expressly set forth in Article II of this Agreement and in the documents and instruments delivered by Transferors at the ClosingAgreement, neither Transferor Seller, the Company, the Company Subsidiaries, nor any agent or representative of their respective Subsidiaries, Affiliates, Representatives or purported agent or representative of either Transferor Representatives has made, and neither Transferor and, except to the extent set forth in this Agreement, including Article VII hereof, none of the foregoing entities or Persons is liable for 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 offering materials heretofore furnished to Transferees) pertaining to the Mall businesses or properties of the Company or the Company Subsidiaries, or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or of the Personal Property or Intangible Personal Property, 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, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Transferees acknowledge Buyer acknowledges and agree agrees that, except as expressly set forth in this Agreement 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 or the Company Subsidiaries or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the Company or the Company Subsidiaries. Buyer acknowledges that it is familiar with the Purchased Companies and the 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 documents 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 by Transferors at 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, neither Transferor except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is liable for or bound by (and Transferees have not relied upon) relying upon any verbal or written representations, statements, representationsor warranties (oral or written, real estate brokers' "set-ups" implied or offering materials or express) of any other information respecting the Mall furnished by either Transferor or any brokerofficer, employee, agent, consultant Affiliate, Representative or other person representing purported Representative of Seller, or purportedly representing either Transferor. Nothing contained any salesperson or broker (if any) involved in this Section 8.01 shall be deemed transaction as to impair, limit or otherwise affect Transferees' rights under this Agreement in respect the assets of the representationsPurchased Companies, warranties including the Real Property and covenants Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller and any Affiliate of Transferors set forth Seller, at Law or in this Agreement and equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising, except to the other provisions hereof binding upon Transferors. The provisions of this Section 8.01 shall survive the Closingextent arising from Actual Fraud.

No Implied Representations. Transferees acknowledge that Buyer acknowledges and agrees that, except as expressly set forth in Articles II and III of this Agreement and in the documents and instruments delivered by Transferors at the ClosingAgreement, neither Transferor the Sellers, the Company, the Company Subsidiaries, nor any agent or representative of their respective Subsidiaries, Affiliates, Representatives or purported agent or representative of either Transferor Representatives has made, and neither Transferor and, except to the extent set forth in this Agreement, including Article VIII hereof, none of the foregoing entities or Persons is liable for 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 offering materials heretofore furnished to Transferees) pertaining to the Mall businesses or properties of the Company or the Company Subsidiaries, or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or of the Personal Property or Intangible Personal Property, 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, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Transferees acknowledge Buyer acknowledges and agree agrees that, except as expressly set forth in this Agreement Agreement, neither the Company nor any Seller (a) has made any representations or warranties with respect to financial projections or, financial models regarding the Company or the Company Subsidiaries or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of the assets or properties of the Company or the Company Subsidiaries. Buyer acknowledges that it is familiar with the Purchased Companies and the 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 documents 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 by Transferors at 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, neither Transferor except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is liable for or bound by (and Transferees have not relied upon) relying upon any verbal or written representations, statements, representationsor warranties (oral or written, real estate brokers' "set-ups" implied or offering materials or express) of any other information respecting the Mall furnished by either Transferor or any brokerofficer, employee, agentagent or Representative of the Sellers, consultant or other person representing any salesperson or purportedly representing either Transferor. Nothing contained broker (if any) involved in this Section 8.01 shall be deemed transaction as to impair, limit or otherwise affect Transferees' rights under this Agreement in respect the assets of the representationsPurchased Companies, warranties including the Real Property and covenants of Transferors set forth Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in this Agreement and equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising, except to the other provisions hereof binding upon Transferors. The provisions of this Section 8.01 shall survive the Closingextent arising from Actual Fraud.

No Implied Representations. Transferees acknowledge that except Except as expressly otherwise specifically set forth above or elsewhere in this Agreement and in the documents and instruments delivered by Transferors at the ClosingAgreement, neither Transferor Buyer nor any agent or representative of Buyer makes any representations or purported agent warranties to Seller relating to the Property, expressed or representative 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 either Transferor has madethe Property under this Contract are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part in writing by Buyer at or prior to the Closing Date for the Property): (a) The Conditions in this Contract for the benefit of Buyer have been satisfied or waived in writing by Buyer; and (b) All representations, warranties, and neither Transferor is liable covenants of Seller in 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 occur after expiration of the Due Diligence Period, and 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 which fact could reasonably be expected to have a material adverse effect on the Property or its value; and (d) At the Closing, there will be no outstanding contracts made by Seller 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 offering materials heretofore furnished to Transferees) pertaining improvements to the Mall Property 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 part thereofimprovements to the Property Seller will have been discharged by Seller; and (e) The Title Company shall be ready, willing and able to issue the physical condition thereof, environmental matters, income, expenses or operation thereof or of owner’s Title Policy in the Personal Property or Intangible Personal Property, 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, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after form required herein on the Closing Date. Without limiting ; and (f) Seller shall have delivered or caused to be delivered to the foregoingTitle 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, Transferees acknowledge and agree thatdated September 7, except as expressly set forth in this Agreement and 1993, recorded September 8, 1993, in the documents delivered by Transferors at 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, neither Transferor is liable for or bound Buyer and Scrub Oak shall have closed the sale by (and Transferees have not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Mall furnished by either Transferor or any broker, employee, agent, consultant or other person representing or purportedly representing either Transferor. Nothing contained in this Section 8.01 shall be deemed Scrub Oak to impair, limit or otherwise affect Transferees' rights under this Agreement in respect Buyer of the representations, warranties and covenants Scrub Oak Properties pursuant to the terms of Transferors set forth in this Agreement and the other provisions hereof binding upon Transferors. The provisions of this Section 8.01 shall survive the ClosingScrub Oak Contract.

No Implied Representations. Transferees acknowledge 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 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 (ii) the Transferee does not rely on, and the 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, including as to the future amount or potential amount of the Retained Royalty Payments, the creditworthiness of the Counterparty or any of its “Affiliates” (as defined for this purpose in the Counterparty Agreement) or any other matter, and (b) except as expressly set forth in any representation or warranty in this Article III, the Transferor shall have no liability to the Transferee for losses or damages pursuant to this Sale and Contribution Agreement and (or otherwise) with respect to any information, documents or materials furnished or made available to the Transferee or any of its “Affiliates” (as defined for this purpose in the documents and instruments delivered by Transferors at the Closing, neither Transferor nor any agent or representative or purported agent or representative of either Transferor has made, and neither Transferor is liable for or bound Counterparty Agreement) in any presentation, interview or in any other form or manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including any information set forth in offering materials heretofore furnished relating to Transferees) pertaining to the Mall or any part thereofthis Sale and Contribution Agreement, the physical condition thereof, environmental matters, income, expenses other Transaction Documents or operation thereof or of the Personal Property or Intangible Personal Property, 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, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Transferees acknowledge and agree that, except as expressly set forth in this Agreement and in the documents delivered by Transferors at the Closing, neither Transferor is liable for or bound by (and Transferees have not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Mall furnished by either Transferor or any broker, employee, agent, consultant or other person representing or purportedly representing either Transferor. Nothing contained in this Section 8.01 shall be deemed to impair, limit or otherwise affect Transferees' rights under this Agreement in respect of the representations, warranties and covenants of Transferors set forth in this Agreement and the other provisions hereof binding upon Transferors. The provisions of this Section 8.01 shall survive the ClosingCounterparty Agreement.

No Implied Representations. Transferees acknowledge Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors the Sellers at the Closing, neither Transferor the Sellers nor any affiliate, agent or representative or purported agent or representative of either Transferor the Sellers has made, and neither Transferor is 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 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 TransfereesPurchaser) pertaining to (a) the Mall Membership Interests; (b) Owner or any part 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 of the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the same Property under applicable zoning or other laws or any other matter or thing with respect theretoto the Property, including including, without limitation, any existing or prospective Leases, Operating Agreements the REA or Other Agreements or obligations which may arise hereunder after the Closing DateAgreements. Without limiting the foregoing, Transferees acknowledge Purchaser acknowledges and agree agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors the Sellers at the Closing, neither Transferor is the Sellers are not liable for or bound by (and Transferees have 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 Mall Membership Interests, Owner or the Property furnished by either Transferor the Sellers or any broker, employee, agent, consultant or other person representing or purportedly representing either Transferorthe Sellers. If the Sellers or its agents have delivered or hereafter deliver to Purchaser or its agents any information, report, survey, analysis or similar documentation prepared by a third party unrelated to the Sellers, the Sellers neither expressly nor impliedly warrant or represent to Purchaser the truth, accuracy or 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 third-party documents to Purchaser as an accommodation only and that Purchaser shall be responsible for the verification and review thereof. Nothing contained in this Section 8.01 8.1 shall be deemed to impair, limit or otherwise affect Transferees' Purchaser's rights under this Agreement in respect of the representations, express representations and warranties and covenants of Transferors the Sellers set forth in this Agreement and the other provisions hereof binding upon Transferorsthe Sellers. The provisions of this Section 8.01 8.1 shall survive the ClosingClosing or any termination of this Agreement.

No Implied Representations. Transferees acknowledge Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors at the ClosingSeller to Purchaser, neither Transferor Seller nor any agent or representative or purported agent or representative of either Transferor Seller has made, and neither Transferor Seller is not liable for or bound in any manner by, any express or implied warranties, guarantiesguarantees, promises, statements, inducements, representations or information (including any information set forth in offering materials heretofore furnished to TransfereesPurchaser) pertaining to the Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or of the Personal Property or Intangible Personal Property, 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, including including, without limitation, any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing DateAgreements. Without limiting the foregoing, Transferees acknowledge Purchaser acknowledges and agree agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors Seller at the Closing, neither Transferor Seller is not liable for or bound by (and Transferees have 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 Mall furnished by either Transferor Seller or any broker, employee, agent, consultant or other person representing or purportedly representing either TransferorSeller. Nothing contained in this Section 8.01 10.03 shall be deemed to impair, limit or otherwise affect Transferees' Purchaser's rights under this Agreement in respect of the representations, warranties and covenants of Transferors Seller set forth in this Agreement and the other provisions hereof binding upon Transferors. The provisions of this Section 8.01 shall survive the ClosingSeller.

No Implied Representations. Transferees acknowledge Mall II Buyer acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Transferors at the ClosingAgreement, neither Transferor Developer nor any agent or representative or purported agent or representative of either Transferor Developer has made, and neither Transferor Developer is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including including, without limitation, any information set forth in offering materials heretofore furnished to TransfereesMall 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 or of the Personal Property or Intangible Personal Propertythereof, 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, including any existing or prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the Closing Date. Without limiting the foregoing, Transferees acknowledge Mall II Buyer acknowledges and agree agrees that, except as expressly set forth in this Agreement and in the documents delivered by Transferors at the ClosingAgreement, neither Transferor Developer is not liable for or bound by (and Transferees have Mall II Buyer has not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Phase II Mall or the Palazzo Casino Resort furnished by either Transferor Developer or any broker, employee, agent, consultant or other person representing or purportedly representing either TransferorDeveloper. If Developer or its agents have delivered or hereafter deliver to Mall II Buyer or its agents any information, report, survey, analysis or similar documentation prepared by a third party unrelated to Developer, Developer neither expressly or impliedly warrants or represents to Mall II Buyer the truth, accuracy or 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 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 this Section 8.01 15.9 shall be deemed to impair, limit or otherwise affect Transferees' Mall II Buyer's rights under this Agreement in respect of the representations, representations and warranties and covenants of Transferors Developer set forth in this Agreement and the other provisions hereof binding upon TransferorsDeveloper, and the disclaimers of this Section 15.9 shall not apply to any information so represented or warranted by Developer. The provisions of this Section 8.01 15.9 shall survive the ClosingClosing Date or any termination of this Agreement.