Common use of No Implied Representations Clause in Contracts

No Implied Representations. Purchaser acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, neither Seller nor any agent or representative or purported agent or representative of Seller has made, and Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including any information set forth in the Due Diligence Materials heretofore furnished to Purchaser) pertaining to the 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, Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, Seller is not liable for or bound by (and Purchaser has not relied upon) any verbal or written statements, representations, real estate brokers’ “set-ups” or offering materials (including the Offering Package) or any other information respecting the Property furnished by Seller or any broker, employee, agent, consultant or other person representing or purportedly representing Seller. Purchaser shall have no right to terminate this Agreement based on (i) any change, or potential change, in 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 11.01 shall be deemed to impair, limit or otherwise affect Purchaser’s rights under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding upon Seller. The provisions of this Section 11.01 shall survive the Closing.

No Implied Representations. Purchaser acknowledges 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 Seller this Agreement solely in reliance on and as a result of Purchaser’s own investigations and efforts (including its inspection of the Assets and the business of the Divisions and such other investigations, examinations and inspections as Purchaser has chosen to make or has made) and at Purchaser’s sole risk, cost and expense, including, without limitation, the Closingrisk that Purchaser’s inspection of the Property and such other investigations, neither Seller nor examinations and inspections may not reveal any agent or representative all adverse or purported agent existing conditions, aspects or representative attributes of the Property. Purchaser acknowledges that Seller has madeafforded Purchaser the opportunity for full and complete investigation, examination and Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including any information set forth in the Due Diligence Materials heretofore furnished to Purchaser) pertaining to the Property or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or inspection of the Personal Property or Intangible Personal Property, Assets and the uses which can be lawfully made business 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 Divisions. Purchaser acknowledges that this paragraph was a negotiated part of this Agreement and serves as an essential component of consideration for the Closing Datesame. Without limiting the generality of the foregoing, the parties specifically acknowledge that Purchaser acknowledges has been given an opportunity to fully inspect the Assets and agrees 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 and instruments delivered by Seller 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, Seller is not liable for or bound by (and Purchaser has 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 (including the Offering Package) or any other information respecting the Property furnished by Seller 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 Seller. Purchaser shall have no right to terminate this Agreement based on (i) any changeOR ARISING BY OPERATION OF LAW, or potential changeINCLUDING, in the market conditions which influence the Property includingBUT NOT LIMITED TO, without limitationANY WARRANTY OF CONDITION, market rent estimates for the PropertyHABITABILITY, percentage rent estimates for the PropertyMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, 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 11.01 shall be deemed to impair, limit or otherwise affect Purchaser’s rights under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding upon Seller. The provisions of this Section 11.01 shall survive the Closing.IN RESPECT OF THE ASSETS

No Implied Representations. Purchaser Buyer acknowledges that and agrees that, except as expressly set forth in Articles II and III of this Agreement and in the documents and instruments delivered by Seller at the ClosingAgreement, neither Seller the Sellers, the Company, the Company Subsidiaries, nor any agent or representative of their respective Subsidiaries, Affiliates, Representatives or purported agent or representative of Seller Representatives has made, and Seller and, except to the extent set forth in this Agreement, including Article VIII hereof, none of the foregoing entities or Persons is not 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 the Due Diligence Materials heretofore furnished to Purchaser) pertaining to the Property 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, Purchaser Buyer acknowledges and 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 instruments 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 Seller 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, Seller except as provided in this Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not liable for or bound by (and Purchaser has 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 (including the Offering Packageexpress) or of any other information respecting the Property furnished by Seller or any brokerofficer, employee, agentagent or Representative of the Sellers, consultant or other person representing any salesperson or purportedly representing Seller. Purchaser shall have no broker (if any) involved in this 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 terminate this Agreement based on (i) assert any changeclaim against any Seller, at Law or potential changein 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 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 11.01 shall be deemed to impair, limit or otherwise affect Purchaser’s rights under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding upon Seller. The provisions of this Section 11.01 shall survive the Closingextent arising from Actual Fraud.

No Implied Representations. Purchaser Mall II Buyer acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the ClosingAgreement, neither Seller Developer nor any agent or representative or purported agent or representative of Seller Developer has made, and Seller 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 the Due Diligence Materials materials heretofore furnished to PurchaserMall II Buyer by ▇▇▇▇▇▇▇ ▇▇▇▇▇) pertaining to the Property 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, Purchaser Mall II Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the ClosingAgreement, Seller Developer is not liable for or bound by (and Purchaser Mall II Buyer 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 Phase II Mall or the Palazzo Casino Resort furnished by Seller Developer or any broker, employee, agent, consultant or other person representing or purportedly representing SellerDeveloper. Purchaser 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 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 be responsible for the Property, percentage rent estimates for the Property, the supply verification 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 leasingreview thereof. Nothing contained in this Section 11.01 15.9 shall be deemed to impair, limit or otherwise affect Purchaser’s Mall II Buyer's rights under this Agreement in respect of the representations, representations and warranties and covenants of Seller Developer set forth in this Agreement and the other provisions hereof binding upon SellerDeveloper, 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 11.01 15.9 shall survive the ClosingClosing Date or any termination of this Agreement.

No Implied Representations. Purchaser acknowledges that except Except as expressly otherwise specifically set forth above or elsewhere in this Agreement and in the documents and instruments delivered by Seller at the ClosingAgreement, neither Seller 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 the 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 covenants of Seller has made, in this Contract are true and Seller is not liable for accurate and free of violation; and (c) No event which could reasonably be expected to have a material adverse effect on the Property or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including any information set forth in its value shall occur after expiration of the Due Diligence Materials heretofore furnished 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 Purchaserhave a material adverse effect on the Property or its value; and (d) pertaining At the Closing, there will be no outstanding contracts made by Seller for any improvements to the 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 foregoing, Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and in Title Company the documents and instruments required herein to be delivered by Seller at Closing; and (g) Seller shall have caused the Title Company to commit to issue the Title Policy to Buyer without exception for over that certain Deed of Trust, dated September 7, 1993, recorded September 8, 1993, in the office of the County Recorder for Utah County, state of Utah and with affirmative coverage in the form of the Title Policy endorsement attached to Exhibit 11 with respect to such Trust Deed; and (h) Contemporaneously with the Closing, Seller is not liable for or bound by (Buyer 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 any broker, employee, agent, consultant or other person representing or purportedly representing Seller. Purchaser Scrub Oak shall have no right closed the sale by Scrub Oak 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 Buyer of the consummation of this transaction on Scrub Oak Properties pursuant to the assessed value terms of the Property, (iv) the availability or limited availability or cost of obtaining terrorism insurance, and (v) other income sources and amounts including, without limitation, carousel revenue or in-line specialty leasing. Nothing contained in this Section 11.01 shall be deemed to impair, limit or otherwise affect Purchaser’s rights under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding upon Seller. The provisions of this Section 11.01 shall survive the ClosingScrub Oak Contract.

No Implied Representations. Purchaser 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 Agreement and in the documents and instruments delivered by Seller at the Closing, neither Seller nor any agent or representative or purported agent or representative of Seller has made, and Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including any information set forth in the Due Diligence Materials heretofore furnished to Purchaser) pertaining to the Property or any part thereofArticle III, 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, Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, Seller is not liable for or bound by (and Purchaser has not relied upon) any verbal or written statements, representations, real estate brokers’ “set-ups” or offering materials (including the Offering Package) or any other information respecting the Property furnished by Seller or any broker, employee, agent, consultant or other person representing or purportedly representing Seller. Purchaser Transferor shall have no right liability to terminate the Transferee for losses or damages pursuant to this Sale and Contribution Agreement based on (ior otherwise) with respect to any changeinformation, documents or potential change, materials furnished or made available to the Transferee or any of its “Affiliates” (as defined for this purpose in the market conditions which influence the Property includingCounterparty Agreement) in any presentation, without limitation, market rent estimates for the Property, percentage rent estimates for the Propertyinterview or in any other form or manner relating to this Sale and Contribution Agreement, the supply and demand forces affecting other Transaction Documents or 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 11.01 shall be deemed to impair, limit or otherwise affect Purchaser’s rights under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding upon Seller. The provisions of this Section 11.01 shall survive the ClosingCounterparty Agreement.

No Implied Representations. Purchaser Mall II Buyer acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the ClosingAgreement, neither Seller Developer nor any agent or representative or purported agent or representative of Seller Developer has made, and Seller 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 the Due Diligence Materials materials heretofore furnished to PurchaserMall II Buyer by Goldman Sachs) pertaining to the Property 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, Purchaser Mall II Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the ClosingAgreement, Seller Developer is not liable for or bound by (and Purchaser Mall II Buyer 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 Phase II Mall or the Palazzo Casino Resort furnished by Seller Developer or any broker, employee, agent, consultant or other person representing or purportedly representing SellerDeveloper. Purchaser 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 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 be responsible for the Property, percentage rent estimates for the Property, the supply verification 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 leasingreview thereof. Nothing contained in this Section 11.01 15.9 shall be deemed to impair, limit or otherwise affect Purchaser’s Mall II Buyer's rights under this Agreement in respect of the representations, representations and warranties and covenants of Seller Developer set forth in this Agreement and the other provisions hereof binding upon SellerDeveloper, and the disclaimers of this Section15.9 shall not apply to any information so represented or warranted by Developer. The provisions of this Section 11.01 15.9 shall survive the ClosingClosing Date or any termination of this Agreement.