Common use of No Implied Representations Clause in Contracts

No Implied Representations. 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 businesses or properties of the Companies or the Sellers, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and Buyers did not rely on any representation or warranty not contained in 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 will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the 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 Companies 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 Companies. The Sellers and the Companies 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 ancillary document entered into in connection with this Agreement or any certificate 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 entered into in connection with this Agreement or any certificate delivered in connection with this Agreement.

No Implied Representations. Buyers acknowledge Buyer acknowledges and agree agrees that, (i) except as expressly set forth in Article II of this Agreement, neither the SellersSeller, the CompaniesCompany, the Company Subsidiaries, nor any of their respective subsidiariesSubsidiaries, 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 warranties information pertaining to the businesses or properties of the Companies Company or the SellersCompany Subsidiaries, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and Buyers did not rely on any representation or warranty not contained in 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 will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreementthereof. Without limiting the foregoing, each Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller none of the Company, any Company Subsidiary, Seller, nor any of their respective Subsidiaries, Affiliates, Representatives or Company purported Representatives (a) has made any representations or warranties with respect to financial projectionsprojections or, financial models or forecasts regarding the Companies 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 CompaniesCompany or the Company Subsidiaries. The Sellers Buyer acknowledges that it is familiar with the Purchased Companies and the Companies hereby acknowledge Real Property and agree 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 nothing 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 this Section 3.8 will affect or limit in any way 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 Sellers or Purchased Companies, including the Companies made Real Property) in Article II an “AS IS” condition as of this Agreementthe Closing. Buyer agrees that, any ancillary document entered into except as provided in connection with this Agreement or any certificate certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent, Affiliate, Representative or purported Representative of Seller, or any salesperson or broker (if any) involved in connection with this Agreement or Buyers’ transaction as to the assets of the Purchased Companies, including the Real Property and Buyer, for itself and its successors and assigns, waives any right to rely upon assert any claim against Seller and seek indemnification any Affiliate of Seller, at Law or other remedies in 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 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 entered into in connection with this Agreement or any certificate delivered in connection with this Agreementextent arising from Actual Fraud.

No Implied Representations. Buyers acknowledge and agree that, (i) Mall II Buyer acknowledges that except as expressly set forth in Article II of this Agreement, neither the Sellers, the Companies, Developer nor any of their respective subsidiaries, Affiliates, Representatives agent or representative or purported Representatives 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 warranties information (including, without limitation, any information set forth in materials heretofore furnished to Mall II Buyer by ▇▇▇▇▇▇▇ ▇▇▇▇▇) pertaining to the businesses or properties of Mall Improvements, the Companies or Phase II Mall, the Sellers, Palazzo Casino Resort or any part thereof and (ii) all 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 representations and warranties of any kind or nature are specifically disclaimed and Buyers did not rely on any representation or warranty not contained in Article II of this Agreement, any ancillary document entered into in connection with this Agreement laws or any certificate delivered in connection other matter or thing with this Agreement when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreementrespect thereto. Without limiting the foregoing, each Mall II Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller Developer is not liable for or Company bound by (aand Mall II Buyer has not relied upon) has made any representations verbal or warranties written statements, representations, or offering materials or any other information respecting the Phase II Mall or the Palazzo Casino Resort furnished by Developer or any broker, employee, agent, consultant or other person representing or purportedly representing Developer. 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 financial projectionsinvestigate the matters contained therein; and Mall II Buyer hereby acknowledges that Developer has or is providing such information, financial models reports, surveys, analysis or forecasts regarding other third-party documents to Mall II Buyer as an accommodation only and that Mall II Buyer shall be responsible for the Companies 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 Companiesverification and review thereof. The Sellers and the Companies hereby acknowledge and agree that nothing Nothing contained in this Section 3.8 will 15.9 shall be deemed to impair, limit or otherwise affect or limit Mall II Buyer's rights under this Agreement in any way respect of the representations and warranties of Developer set forth in this Agreement and the Sellers other provisions hereof binding upon Developer, 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 15.9 shall survive the Companies made in Article II Closing Date or any termination of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate 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 entered into in connection with this Agreement or any certificate delivered in connection with this Agreement.

No Implied Representations. Buyers acknowledge and agree that, (i) Purchaser acknowledges that except as expressly set forth in Article II of this AgreementAgreement and in the documents and instruments delivered by Seller to Purchaser, neither the Sellers, the Companies, Seller nor any of their respective subsidiaries, Affiliates, Representatives agent or representative or purported Representatives agent or representative of Seller has made, and Seller is not liable for or bound in any manner by, any express or implied warranties, guarantees, promises, statements, inducements, representations or warranties information (including any information set forth in offering materials heretofore furnished to Purchaser) pertaining to the businesses or properties of the Companies or the Sellers, Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof and (ii) all or of the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the same under applicable zoning or other representations and warranties of laws or any kind other matter or nature are specifically disclaimed and Buyers did not rely on any representation or warranty not contained in Article II of this Agreementthing with respect thereto, including, without limitation, any ancillary document entered into in connection with this Agreement existing or any certificate delivered in connection with this Agreement when making its decision to enter into this Agreement and will not rely on any such representation prospective Leases, Operating Agreements or warranty in deciding to consummate the transactions contemplated by this AgreementOther Agreements. Without limiting the foregoing, each Buyer Purchaser acknowledges and agrees that, except as expressly set forth in this AgreementAgreement and in the documents and instruments delivered by Seller at the Closing, no 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 materials or any other information respecting the Mall furnished by Seller or Company (a) has made any representations broker, employee, agent, consultant or warranties with respect to financial projections, financial models other person representing or forecasts regarding the Companies 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 Companiespurportedly representing Seller. The Sellers and the Companies hereby acknowledge and agree that nothing Nothing contained in this Section 3.8 will 10.03 shall be deemed to impair, limit or otherwise affect or limit Purchaser's rights under this Agreement in any way the representations and warranties respect of the Sellers or the Companies made in Article II representations, warranties and covenants of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate 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 Seller set forth in Article II, any ancillary document entered into in connection with this Agreement or any certificate delivered in connection with this Agreementand the other provisions hereof binding upon Seller.

No Implied Representations. Buyers acknowledge and agree that, (i) Purchaser acknowledges that except as expressly set forth in Article II of this AgreementAgreement and in the documents and instruments delivered by the Sellers at the Closing, neither the Sellers, the Companies, Sellers nor any of their respective subsidiariesaffiliate, Affiliates, Representatives agent or representative or purported Representatives 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 warranties pertaining to information (including, without limitation, any information set forth in that certain Confidential Information Memorandum prepared by ▇▇▇▇▇▇▇ and any supplements thereto or changes therein, the businesses or properties of the Companies or the SellersEnvironmental Report, or any part 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 and (ii) all or the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the Property under applicable zoning or other representations and warranties of laws or any kind other matter or nature are specifically disclaimed and Buyers did not rely on any representation or warranty not contained in Article II of this Agreementthing with respect to the Property, including, without limitation, any ancillary document entered into in connection with this Agreement existing or any certificate delivered in connection with this Agreement when making its decision to enter into this Agreement and will not rely on any such representation prospective Leases, the REA or warranty in deciding to consummate the transactions contemplated by this AgreementOther Agreements. Without limiting the foregoing, each Buyer Purchaser acknowledges and agrees that, except as expressly set forth in this AgreementAgreement and in the documents and instruments delivered by the Sellers at the Closing, no Seller the Sellers are not liable for or Company bound by (aand Purchaser has not relied upon) has made any representations verbal or warranties written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Membership Interests, Owner or the Property furnished by the Sellers or any broker, employee, agent, consultant or other person representing or purportedly representing the 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 financial projectionsinvestigate the matters contained therein; and Purchaser hereby acknowledges that the Sellers have or are providing such information, financial models reports, surveys, analysis or forecasts regarding other third-party documents to Purchaser as an accommodation only and that Purchaser shall be responsible for the Companies 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 Companiesverification and review thereof. The Sellers and the Companies hereby acknowledge and agree that nothing Nothing contained in this Section 3.8 will 8.1 shall be deemed to impair, limit or otherwise affect or limit Purchaser's rights under this Agreement in any way respect of the express representations and warranties of the Sellers set forth in this Agreement and the other provisions hereof binding upon the Sellers. The provisions of this Section 8.1 shall survive the Closing or the Companies made in Article II any termination of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate 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 entered into in connection with this Agreement or any certificate delivered in connection with this Agreement.

No Implied Representations. Buyers acknowledge Buyer acknowledges and agree agrees that, (i) except as expressly set forth in Article Articles II and III of this Agreement, neither the Sellers, the CompaniesCompany, the Company Subsidiaries, nor any of their respective subsidiariesSubsidiaries, 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 warranties information pertaining to the businesses or properties of the Companies Company or the SellersCompany Subsidiaries, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and Buyers did not rely on any representation or warranty not contained in 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 will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreementthereof. Without limiting the foregoing, each Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, no neither the Company nor any Seller or Company (a) has made any representations or warranties with respect to financial projectionsprojections or, financial models or forecasts regarding the Companies 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 CompaniesCompany or the Company Subsidiaries. The Sellers Buyer acknowledges that it is familiar with the Purchased Companies and the Companies hereby acknowledge Property and agree 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 nothing 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 this Section 3.8 will affect or limit in any way 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 Sellers or Purchased Companies, including the Companies made Real Property) in Article II an “AS IS” condition as of this Agreementthe Closing. Buyer agrees that, any ancillary document entered into except as provided in connection with this Agreement or any certificate certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of the Sellers, or any salesperson or broker (if any) involved in connection with this Agreement or Buyers’ transaction as to the assets of the Purchased Companies, including the Real Property and Buyer, for itself and its successors and assigns, waives any right to rely upon and seek indemnification assert any claim against any Seller, at Law or other remedies in 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 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 entered into in connection with this Agreement or any certificate delivered in connection with this Agreementextent arising from Actual Fraud.

No Implied Representations. Buyers acknowledge The Transferee acknowledges and agree 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 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 businesses or properties of the Companies or the Sellers, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and Buyers did not rely on any representation or warranty not contained in 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 will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer acknowledges and agrees that, except as expressly set forth in this AgreementArticle III, the Transferor shall have no Seller liability to the Transferee for losses or Company damages pursuant to this Sale and Contribution Agreement (aor otherwise) has made any representations or warranties with respect to financial projectionsany information, financial models documents or forecasts regarding materials furnished or made available to the Companies Transferee or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any of its “Affiliates” (as defined for this purpose in the assets or properties of the Companies. The Sellers and the Companies hereby acknowledge and agree that nothing in this Section 3.8 will affect or limit Counterparty Agreement) in any way presentation, interview or in any other form or manner relating to this Sale and Contribution Agreement, the representations and warranties of the Sellers other Transaction Documents or the Companies made in Article II of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate 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 entered into in connection with this Agreement or any certificate delivered in connection with this Counterparty Agreement.

No Implied Representations. 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 businesses or properties of the Companies or the Sellers, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and Buyers did not rely on any representation or warranty not contained in 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 will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, no none of Parent, Seller, RIH, New Pier and 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, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, Parent and Seller or Company (a) are not liable for or bound by (and Buyer has made not relied upon) any representations verbal or warranties with respect to financial projectionswritten statements, financial models representations, warranties, agreements, arrangements, understandings, investment bankers or forecasts regarding real estate brokers "setups" or any other information respecting the Companies 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 (b) is 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 CompaniesRIH Shares or the New Pier Shares or as to any of the Real Estate Assets or Warehouse Assets. The Sellers It is understood and agreed that any cost estimates, projections or other predictions contained or referred to in the Companies hereby acknowledge Schedules are not and agree that nothing in this Section 3.8 will affect shall not be deemed to be representations or limit in any way the representations and warranties of the Sellers Parent or the Companies made in Article II of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate 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 entered into in connection with this Agreement or any certificate delivered in connection with this AgreementSeller.

No Implied Representations. Buyers acknowledge and agree that, Notwithstanding anything to the contrary contained herein (i) except none of the Sellers, its Affiliates the Company, directors, employees or any other representative shall be deemed to make to the Purchaser or its Affiliates any representation or warranty other than as expressly set forth made by the Sellers and the Company in Article II Articles 3 and 4 of this Agreement, neither 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; and (ii) the Company and the Sellers disclaim, on behalf of the Company, the Sellers, and their respective Affiliates any other representations or warranties, whether made by the CompaniesCompany, nor the Sellers or any of their respective subsidiariesAffiliates or representatives or any other Person; and (iii) the Company and the Sellers disclaim, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties on behalf of the Companies or Company, the Sellers, and their respective Affiliates and representatives, all liability and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or any part thereof and information made, communicated or furnished (iiorally or in writing) all other representations and warranties of any kind to Purchaser or nature are specifically disclaimed and Buyers did not rely on any representation its Affiliates or warranty representatives not contained in Article II of this Agreement, any ancillary document entered into in connection with the Disclosure Schedule and the other schedules attached to this Agreement or and/or in any certificate delivered in connection with furnished by the Company and/or the Sellers pursuant to this Agreement when making Agreement. The Sellers acknowledges and agrees that the Purchaser has based its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. Without limiting the 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 hereby solely pursuant to financial projections, financial models or forecasts regarding the Companies 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 Companies. The Sellers and the Companies 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 and the Companies made in Article II of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate 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 Company set forth in Article IIArticles 3 and 4, any ancillary document entered into in connection with this Agreement as modified by the Disclosure Schedule and no due diligence or other review process by the Purchaser or any certificate delivered disclosure by the Sellers or the Company (and not otherwise disclosed in connection with this Agreementthe Disclosure Schedule in the manner set forth herein) shall in any way limit its rights to indemnification pursuant to Article 9. To the Purchaser’s Knowledge, as of the date hereof, the Purchaser has no known basis for filing a claim pursuant to Article 9.

No Implied Representations. Buyers acknowledge and agree that, (i) Purchaser acknowledges that except as expressly set forth in Article II of this AgreementAgreement and in the documents and instruments delivered by Seller at the Closing, neither the Sellers, the Companies, Seller nor any of their respective subsidiaries, Affiliates, Representatives agent or representative or purported Representatives 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 warranties information pertaining to the businesses or properties of the Companies or the Sellers, Mall or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof and (ii) all or of the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the same under applicable zoning or other representations and warranties of laws or any kind other matter or nature are specifically disclaimed and Buyers did not rely on any representation or warranty not contained in Article II of this Agreementthing with respect thereto, including, without limitation, any ancillary document entered into in connection with this Agreement existing or any certificate delivered in connection with this Agreement when making its decision to enter into this Agreement and will not rely on any such representation prospective Leases, Operating Agreements or warranty in deciding to consummate the transactions contemplated by this AgreementOther Agreements. Without limiting the foregoing, each Buyer Purchaser acknowledges and agrees that, except as expressly set forth in this AgreementAgreement and in the documents and instruments delivered by Seller at the Closing, no 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 materials or any other information respecting the Mall furnished by Seller or Company (a) has made any representations broker, employee, agent, consultant or warranties with respect to financial projections, financial models other Person representing or forecasts purportedly representing Seller. Purchaser acknowledges and agrees that its offer is based upon its own views and judgments regarding the Companies or (b) Property's value and such judgments are not subject to Purchaser's due diligence review. Accordingly, Seller is making any implied warranty or representation as to condition, merchantability or suitability as to any entering into this Agreement based upon Purchaser's assurances that Purchaser has a well-informed opinion of the assets or properties value of the CompaniesProperty. 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 Property, vacancy assumptions, credit loss and downtime reserves, project growth rates (if any) in rents, expenses, and/or retail sales, impact of the sale on assessed values, tenant work and leasing fee levels necessary to generate estimated market rents, tenant retention ratios and the need for an amount of any "capital reserves". The Sellers and the Companies hereby acknowledge and agree that nothing in provisions of this Section 3.8 will affect or limit in any way 8.1 shall survive the representations and warranties of the Sellers or the Companies made in Article II of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate 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 entered into in connection with this Agreement or any certificate delivered in connection with this AgreementClosing.

No Implied Representations. Buyers acknowledge and agree that, (i) Mall II Buyer acknowledges that except as expressly set forth in Article II of this Agreement, neither the Sellers, the Companies, Developer nor any of their respective subsidiaries, Affiliates, Representatives agent or representative or purported Representatives 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 warranties information (including, without limitation, any information set forth in materials heretofore furnished to Mall II Buyer by Goldman Sachs) pertaining to the businesses or properties of Mall Improvements, the Companies or the SellersPhase II Mall, ▇▇▇ ▇a▇▇▇▇▇ Casino Resort or any part thereof and (ii) all 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 representations and warranties of any kind or nature are specifically disclaimed and Buyers did not rely on any representation or warranty not contained in Article II of this Agreement, any ancillary document entered into in connection with this Agreement laws or any certificate delivered in connection other matter or thing with this Agreement when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreementrespect thereto. Without limiting the foregoing, each Mall II Buyer acknowledges and agrees that, except as expressly set forth in this Agreement, no Seller Developer is not liable for or Company bound by (aand Mall II Buyer has not relied upon) has made any representations verbal or warranties written statements, representations, or offering materials or any other information respecting the Phase II Mall or the Palazzo Casino Resort furnished by Developer or any broker, employee, agent, consultant or other person representing or purportedly representing Developer. 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 financial projectionsinvestigate the matters contained therein; and Mall II Buyer hereby acknowledges that Developer has or is providing such information, financial models reports, surveys, analysis or forecasts regarding other third-party documents to Mall II Buyer as an accommodation only and that Mall II Buyer shall be responsible for the Companies 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 Companiesverification and review thereof. The Sellers and the Companies hereby acknowledge and agree that nothing Nothing contained in this Section 3.8 will 15.9 shall be deemed to impair, limit or otherwise affect or limit Mall II Buyer's rights under this Agreement in any way respect of the representations and warranties of Developer set forth in this Agreement and the Sellers other provisions hereof binding upon Developer, and the disclaimers of this Section15.9 shall not apply to any information so represented or warranted by Developer. The provisions of this Section 15.9 shall survive the Companies made in Article II Closing Date or any termination of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate 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 entered into in connection with this Agreement or any certificate delivered in connection with this Agreement.

No Implied Representations. Buyers acknowledge and agree that, (i) Purchaser acknowledges that except as expressly set forth in Article II of this AgreementAgreement and in the documents and instruments delivered by Seller at the Closing, neither the Sellers, the Companies, Seller nor any of their respective subsidiaries, Affiliates, Representatives agent or representative or purported Representatives 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 warranties information (including any information set forth in the Due Diligence Materials heretofore furnished to Purchaser) pertaining to the businesses or properties of the Companies or the Sellers, Property or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof and (ii) all or of the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the same under applicable zoning or other representations and warranties of any kind or nature are specifically disclaimed and Buyers did not rely on any representation or warranty not contained in Article II of this Agreement, any ancillary document entered into in connection with this Agreement laws or any certificate delivered in connection other matter or thing with this Agreement when making its decision to enter into this Agreement and will not rely on respect thereto, including any such representation existing or warranty in deciding to consummate prospective Leases, Operating Agreements or Other Agreements or obligations which may arise hereunder after the transactions contemplated by this AgreementClosing Date. Without limiting the foregoing, each Buyer Purchaser acknowledges and agrees that, except as expressly set forth in this AgreementAgreement and in the documents and instruments delivered by Seller at the Closing, no 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 materials (including the Offering Package) or any other information respecting the Property furnished by Seller or Company any broker, employee, agent, consultant or other person representing or purportedly representing Seller. Purchaser shall have no right to terminate this Agreement based on (ai) has made any representations change, or warranties with respect 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 financial projectionsits existing and new development competitors, financial models or forecasts regarding 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 Companies or (b) is making any implied warranty or representation as to condition, merchantability or suitability as to any impact of the assets or properties consummation of this transaction on the assessed value of the CompaniesProperty, (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. The Sellers and the Companies hereby acknowledge and agree that nothing Nothing contained in this Section 3.8 will 11.01 shall be deemed to impair, limit or otherwise affect or limit Purchaser’s rights under this Agreement in any way the representations and warranties respect of the Sellers or the Companies made in Article II representations, warranties and covenants of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate 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 Seller set forth in Article II, any ancillary document entered into in connection with this Agreement or any certificate delivered in connection with and the other provisions hereof binding upon Seller. The provisions of this AgreementSection 11.01 shall survive the Closing.

No Implied Representations. Buyers acknowledge PropCo acknowledges that it is familiar with the Company and agree 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 this Agreement, neither the Sellers, the CompaniesSeller Parties, nor any of their its respective subsidiariesSubsidiaries, Affiliates, Representatives or purported Representatives has made, representations or warranties pertaining to the businesses or properties of the Companies Company or the SellersSeller Parties, or any part thereof and (ii) all other representations and warranties of any kind or nature are specifically disclaimed and Buyers PropCo did not rely on any representation or warranty not contained in Article II of this Agreement, any ancillary document entered into in connection with this or the Real Estate Purchase Agreement or any certificate delivered in connection with this 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 will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Real Estate Purchase Agreement. Without limiting the foregoing, each Buyer PropCo 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 Companies 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 CompaniesCompany. The Sellers Seller hereby acknowledges and the Companies hereby acknowledge and agree agrees that nothing in this Section 3.8 4.7 will affect or limit in any way the representations and warranties of the Sellers or the Companies Seller made in Article II of this Agreement, any ancillary document entered into in connection with this or the Real Estate Purchase Agreement or any certificate delivered in connection with this Agreement or Buyers’ right PropCo’s rights to rely upon and seek indemnification or other remedies for any breach of the same as contemplated hereby or thereby. Notwithstanding any provision of this Agreement to the contrary, nothing in this Section 4.7 shall limit any rights or remedies of PropCo in the case of fraud or with respect to a breach of or inaccuracy in the representations and warranties set forth in Article II, Fraud by any ancillary document entered into in connection with this Agreement or any certificate delivered in connection with this AgreementSeller.

No Implied Representations. Buyers acknowledge and agree that, (i) Purchaser acknowledges that except as expressly set forth in Article II of this AgreementAgreement and in the documents and instruments delivered by the Sellers at the Closing, neither the Sellers, the Companies, Sellers nor any of their respective subsidiariesaffiliate, Affiliates, Representatives agent or representative or purported Representatives 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 warranties pertaining to 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 businesses or properties of the Companies or the SellersEnvironme▇▇▇▇ ▇▇port, or any part 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 and (ii) all or the Personal Property or Intangible Personal Property, the uses which can be lawfully made of the Property under applicable zoning or other representations and warranties of laws or any kind other matter or nature are specifically disclaimed and Buyers did not rely on any representation or warranty not contained in Article II of this Agreementthing with respect to the Property, including, without limitation, any ancillary document entered into in connection with this Agreement existing or any certificate delivered in connection with this Agreement when making its decision to enter into this Agreement and will not rely on any such representation prospective Leases, the REA or warranty in deciding to consummate the transactions contemplated by this AgreementOther Agreements. Without limiting the foregoing, each Buyer Purchaser acknowledges and agrees that, except as expressly set forth in this AgreementAgreement and in the documents and instruments delivered by the Sellers at the Closing, no Seller the Sellers are not liable for or Company bound by (aand Purchaser has not relied upon) has made any representations verbal or warranties written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Membership Interests, Owner or the Property furnished by the Sellers or any broker, employee, agent, consultant or other person representing or purportedly representing the 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 financial projectionsinvestigate the matters contained therein; and Purchaser hereby acknowledges that the Sellers have or are providing such information, financial models reports, surveys, analysis or forecasts regarding other third-party documents to Purchaser as an accommodation only and that Purchaser shall be responsible for the Companies 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 Companiesverification and review thereof. The Sellers and the Companies hereby acknowledge and agree that nothing Nothing contained in this Section 3.8 will 8.1 shall be deemed to impair, limit or otherwise affect or limit Purchaser's rights under this Agreement in any way respect of the express representations and warranties of the Sellers set forth in this Agreement and the other provisions hereof binding upon the Sellers. The provisions of this Section 8.1 shall survive the Closing or the Companies made in Article II any termination of this Agreement, any ancillary document entered into in connection with this Agreement or any certificate 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 entered into in connection with this Agreement or any certificate delivered in connection with this Agreement.