Common use of Seller’s Disclaimer Clause in Contracts

Seller’s Disclaimer. THE EQUIPMENT IS PURCHASED BY BUYER “AS IS, WHERE IS” AND WITH ALL FAULTS. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 3 HEREOF AND WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMER SET OUT IN THE FIRST SENTENCE OF THIS SECTION 5, SELLER MAKES NO AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE EQUIPMENT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY, (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR (c) WARRANTY AS TO THE EQUIPMENT’S QUALITY OF MATERIALS OR WORKMANSHIP OR FREEDOM FROM DEFECTS, LATENT OR OTHERWISE, OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF AS TO THIRD PARTIES, SELLER MAKES NO WARRANTY WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE AGAINST POTENTIAL INFRINGEMENT.. SELLER SHALL HAVE NO LIABILITY TO BUYER RELATING TO THE CONDITION OF THE EQUIPMENT AND BUYER SHALL BEAR ALL SUCH RISK. THE SOLE EXCEPTION SHALL BE A WAIVER OF INFRINGEMENT CLAIMS WHEN BUYER IS PROVIDING SERVICES TO SELLER PURSUANT TO THE SERVICE AGREEMENT OR OTHER MUTUALLY AGREEABLE CIRCUMSTANCE OR BUYER IS PROVIDING POWER GENERATION SERVICES TO A THEN VALID LICENSEE OF SELLER.

Seller’s Disclaimer. EXCEPT EXPRESSLY AS SET FORTH IN THIS AGREEMENT, BUYER HEREBY DISCLAIMS ANY, EXPRESS, STATUTORY OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING WARRANTIES RELATING TO (i) THE EQUIPMENT IS PURCHASED CONDITION OR MERCHANTABILITY OF THE ASSETS; (ii) THE FITNESS OF THE ASSETS FOR A PARTICULAR PURPOSE; (iii) (EXCEPT FOR THE SPECIAL WARRANTY OF TITLE IN THIS AGREEMENT AND THE CONVEYANCING DOCUMENTS) TITLE TO ANY OF THE ASSETS; (iv) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS; (v) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSETS; (vi) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY SELLER OR THIRD PARTIES WITH RESPECT TO THE ASSETS; AND (vii) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF FREEDOM FROM LATENT VICES OR DEFECTS OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY ASSETS OR RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE. AT CLOSING, BUYER WILL ACCEPT THE ASSETS “AS IS, ,” “WHERE IS,” AND “WITH ALL FAULTS” AND IN ITS PRESENT CONDITION AND STATE OF REPAIR. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 3 HEREOF AND WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMER SET OUT IN THE FIRST SENTENCE OF THIS SECTION 5FOREGOING, SELLER MAKES NO AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT AS TO (i) THE VALUE, QUALITY, QUANTITY, VOLUME OR DELIVERABILITY OF ANY OIL, GAS OR OTHER MINERALS OR RESERVES (IF ANY) IN, UNDER OR ATTRIBUTABLE TO THE EQUIPMENTASSETS (INCLUDING WITHOUT LIMITATION PRODUCTION RATES, INCLUDING ANY DECLINE RATES AND RECOMPLETION OR DRILLING OPPORTUNITIES); (aii) WARRANTY OF MERCHANTABILITY, (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSEALLOWABLES, OR OTHER REGULATORY MATTERS; (ciii) WARRANTY AS THE PHYSICAL, OPERATING OR REGULATORY COMPLIANCE OF THE ASSETS; (iv) ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE EQUIPMENT’S QUALITY RELEASE OF MATERIALS INTO THE ENVIRONMENT OR WORKMANSHIP THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR FREEDOM FROM DEFECTS, LATENT THE ENVIRONMENT OR OTHERWISE, OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF AS TO THIRD PARTIES, SELLER MAKES NO WARRANTY WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE AGAINST POTENTIAL INFRINGEMENT.. SELLER SHALL HAVE NO LIABILITY TO BUYER RELATING TO THE ANY OTHER ENVIRONMENTAL CONDITION OF THE EQUIPMENT AND BUYER SHALL BEAR ALL SUCH RISK. PROPERTY; (v) PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT OCCUR; or (vi) THE SOLE EXCEPTION SHALL BE A WAIVER GEOLOGICAL OR ENGINEERING CONDITION OF INFRINGEMENT CLAIMS WHEN BUYER IS PROVIDING SERVICES TO SELLER PURSUANT TO THE SERVICE AGREEMENT ASSETS OR OTHER MUTUALLY AGREEABLE CIRCUMSTANCE OR BUYER IS PROVIDING POWER GENERATION SERVICES TO A THEN VALID LICENSEE OF SELLERANY VALUE THEREOF.

Seller’s Disclaimer. Except to the extent expressly set forth in this Section 13 and elsewhere in this Agreement, Seller makes no representations or warranties with respect to, and shall have no liability for: (i) the condition of the Property or the suitability of the Property for habitation or for Purchaser’s intended use or for any use whatsoever; (ii) any applicable building, zoning, fire or life safety laws or regulations or with respect to compliance therewith or with respect to the existence of or compliance with any required permits, if any, of any government agency, other than that described in Section 13.1(k) above; (iii) the availability or existence of any water, sewer or other utilities, any rights thereto, or any water, sewer or other utility districts; or (iv) the presence of any environmentally hazardous wastes, substances or materials on, in or under the property or any adjacent properties. PURCHASER ACKNOWLEDGES TO SELLER THAT PURCHASER WAS OFFERED, BUT AT THE EQUIPMENT IS PURCHASED BY BUYER “AS IS, WHERE IS” AND WITH ALL FAULTS. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 3 HEREOF AND WITHOUT LIMITING THE GENERALITY CLOSE OF THE DISCLAIMER SET OUT DUE DILIGENCE PERIOD SHALL HAVE WAIVED, THE OPPORTUNITY UNDER THIS AGREEMENT TO FURTHER INSPECT THE PROPERTY IN THE FIRST SENTENCE OF THIS SECTION 5, SELLER MAKES NO ALL RESPECTS AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT EXCEPT TO THE EQUIPMENTEXTENT OF SELLER’S EXPRESS REPRESENTATIONS HEREUNDER, PURCHASER ASSUMES THE RESPONSIBILITY AND RISKS OF ALL DEFECTS AND CONDITIONS, INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, THAT CANNOT BE OBSERVED BY CASUAL INSPECTION AND ALL RISKS ASSOCIATED WITH ADVERSE PHYSICAL CHARACTERISTICS AND EXISTING ENVIRONMENTAL CONDITIONS ON, IN OR AT THE PROPERTY OR ANY (a) WARRANTY OF MERCHANTABILITYADJACENT PROPERTIES. Purchaser acknowledges and agrees that neither Seller not any member, (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSEmanager, OR (c) WARRANTY AS TO THE EQUIPMENT’S QUALITY OF MATERIALS OR WORKMANSHIP OR FREEDOM FROM DEFECTSemployee or agent of Seller has made any representations or warranties regarding the truth, LATENT OR OTHERWISEaccuracy or thoroughness of any reports, OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF AS TO THIRD PARTIESstudies or assessments relating to the Property which Seller may have delivered or otherwise made available to Purchaser, SELLER MAKES NO WARRANTY WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE AGAINST POTENTIAL INFRINGEMENT.. SELLER SHALL HAVE NO LIABILITY TO BUYER RELATING TO THE CONDITION OF THE EQUIPMENT AND BUYER SHALL BEAR ALL SUCH RISKexcept as otherwise expressly set forth in this Agreement. THE SOLE EXCEPTION SHALL BE A WAIVER OF INFRINGEMENT CLAIMS WHEN BUYER IS PROVIDING SERVICES TO SELLER PURSUANT TO THE SERVICE AGREEMENT OR OTHER MUTUALLY AGREEABLE CIRCUMSTANCE OR BUYER IS PROVIDING POWER GENERATION SERVICES TO A THEN VALID LICENSEE OF SELLERPurchaser acknowledges that Seller would not agree to sell the Property to Purchaser on the terms and conditions of this Agreement but for Purchaser’s acknowledgements and agreements set forth in this Section 13.2.

Seller’s Disclaimer. BUYER ACKNOWLEDGES THAT PRIOR TO ENTERING INTO THIS AGREEMENT, BUYER HAS UNDERTAKEN AND APPROVED SUCH INDEPENDENT TITLE, SURVEY, LEASING, MARKET, TRADE AREA, COMPETITION AND REVENUE AND EXPENSE REVIEWS, ANALYSES AND STUDIES, AND HAS DEVELOPED AND APPROVED SUCH INDEPENDENT PROJECTIONS AND ASSUMPTIONS, AS BUYER HAS DEEMED NECESSARY OR APPROPRIATE, AND BUYER HAS NOT RELIED ON ANY OFFERING MATERIALS OR ANY REVIEWS, ANALYSES, STUDIES, PROJECTIONS OR ASSUMPTIONS PREPARED OR PROVIDED BY SELLER, THE EQUIPMENT PROPERTY MANAGER, OR THE SALES ADVISORS. BUYER AGREES THAT BUYER HAS PERFORMED OR WILL PERFORM SUCH EXAMINATIONS AND INVESTIGATIONS OF THE PROPERTY AS BUYER DEEMS NECESSARY OR APPROPRIATE PRIOR TO ENTERING INTO THIS AGREEMENT, AND THAT BUYER WILL RELY SOLELY UPON SUCH EXAMINATIONS AND INVESTIGATIONS IN PURCHASING THE PROPERTY. BUYER FURTHER ACKNOWLEDGES THAT SELLER HAS DISCLOSED TO BUYER THAT THE BARREL-SHAPED ROOF OVER THE TOWER PORTION OF ONE FINANCIAL PLAZA IS PURCHASED BY IN NEED OF REPAIR AND THAT CONSULTANTS HAVE RECOMMENDED TO OWNERSHIP THAT THE ROOF SYSTEM, INCLUDING THE COPPER PANELS AND SUBSTRATE, BE REPLACED PROMPTLY. ROOF REPAIRS SELLER HAS PREVIOUSLY EFFECTED SHOULD PROVIDE SUFFICIENT LIFE FROM THE EXISTING ROOF TO DESIGN AND COMPLETE PRE-CONSTRUCTION ACTIVITIES RELATED TO A REPLACEMENT ROOF. BUYER “IS ALSO AWARE THAT THE CAULKING AND SEALANT AROUND VARIOUS OF THE WINDOWS AT THE PROPERTY IS AT OR NEAR THE END OF ITS USEFUL LIFE. BUYER ACKNOWLEDGES THAT IT SHALL PERFORM ITS OWN DUE DILIGENCE RELATIVE TO THE PHYSICAL CONDITION OF THE PROPERTY AND THE MAINTENANCE ITEMS IDENTIFIED IN THIS SECTION 9.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT BUYER IS ACQUIRING THE PROPERTY "AS IS, " AND "WHERE IS” ", AND "WITH ALL FAULTS", AND THAT NEITHER SELLER, NOR THE PROPERTY MANAGER, NOR THE SALES ADVISORS, NOR ANYONE ELSE ACTING ON THEIR BEHALF HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN AS EXPRESSLY RECITED HEREIN, WITH RESPECT TO THE TITLE, QUALITY, PHYSICAL CONDITION, VALUE OF THE PROPERTY OR IMPROVEMENTS THEREON, INCOME TO BE DERIVED FROM THE PROPERTY, EXPENSES OF OPERATING THE PROPERTY, QUALITY OF CONSTRUCTION OR MATERIALS AND/OR THE STATE OF REPAIR OF THE PROPERTY, OR ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY OR THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF HABITABILITY, WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE), WHICH MIGHT BE PERTINENT IN CONSIDERING THE MAKING OF THE PURCHASE OF THE PROPERTY OR THE ENTERING INTO OF THIS AGREEMENT; AND BUYER DOES HEREBY EXPRESSLY ACKNOWLEDGE THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. EXCEPT AS MAY BUYER DOES HEREBY FURTHER EXPRESSLY ACKNOWLEDGE AND AGREE THAT SELLER SHALL NOT BE EXPRESSLY PROVIDED LIABLE OR BOUND IN SECTION 3 HEREOF ANY MANNER BY, AND IS HEREBY RELEASED WITH RESPECT TO, ANY REPRESENTATIONS, WARRANTIES, GUARANTEES, PROMISES, STATEMENTS, OR INFORMATION PERTAINING TO THE PROPERTY MADE OR FURNISHED BY THE PROPERTY MANAGER, THE SALES ADVISORS, OR ANY OTHER BROKER, AGENT, EMPLOYEE, CONTRACTOR, ATTORNEY, CONSULTANT, OR OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMER FOREGOING, BUYER DOES HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXCEPT THOSE SET OUT FORTH IN THE FIRST SENTENCE ARTICLE II OF THIS SECTION 5AGREEMENT, HAVE BEEN MADE DIRECTLY OR INDIRECTLY TO BUYER OR PERSONS ON BEHALF OF BUYER BY SELLER, THE PROPERTY MANAGER, THE SALES ADVISORS, OR ANY OTHER BROKER, AGENT, EMPLOYEE, CONTRACTOR, ATTORNEY, CONSULTANT OR OTHER PERSON REPRESENTING SELLER MAKES NO AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY WHATSOEVER PURPORTING TO REPRESENT SELLER WITH RESPECT TO THE EQUIPMENTPROPERTY, INCLUDING AND THAT ANY (a) WARRANTY STATEMENTS WHATSOEVER MADE OUTSIDE OF MERCHANTABILITY, (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR (c) WARRANTY AS TO THE EQUIPMENT’S QUALITY OF MATERIALS OR WORKMANSHIP OR FREEDOM FROM DEFECTS, LATENT OR OTHERWISE, OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF AS TO THIRD PARTIES, SELLER MAKES NO WARRANTY WHETHER EXPRESS OR IMPLIED ARTICLE II ARE NOT MATERIAL AND HAVE NOT BEEN RELIED UPON BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE AGAINST POTENTIAL INFRINGEMENT.. SELLER SHALL HAVE NO LIABILITY TO BUYER RELATING TO THE CONDITION OF THE EQUIPMENT AND BUYER SHALL BEAR ALL SUCH RISK. THE SOLE EXCEPTION SHALL BE A WAIVER OF INFRINGEMENT CLAIMS WHEN BUYER IS PROVIDING SERVICES TO SELLER PURSUANT TO THE SERVICE AGREEMENT OR OTHER MUTUALLY AGREEABLE CIRCUMSTANCE OR BUYER IS PROVIDING POWER GENERATION SERVICES TO A THEN VALID LICENSEE OF SELLERBUYER.

Seller’s Disclaimer. EXCEPT FOR THE EQUIPMENT REPRESENTATIONS AND WARRANTIES BY SELLER SET FORTH IN SECTION 9.2, BUYER ACKNOWLEDGES AND AGREES THAT THE SALE OF THE PROPERTY TO BUYER IS PURCHASED MADE WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND BY SELLER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASPECT, PORTION OR COMPONENT OF THE PROPERTY, INCLUDING: (I) THE PHYSICAL CONDITION, NATURE OR QUALITY OF THE PROPERTY, INCLUDING THE QUALITY OF THE SOILS ON AND UNDER THE PROPERTY; (II) THE FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE; (III) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990, THE CALIFORNIA HEALTH & SAFETY CODE, THE VISUAL ARTISTS RIGHTS ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING; (x) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO THE PROPERTY; OR (IV) EXISTING OR PROPOSED GOVERNMENTAL LAWS OR REGULATIONS APPLICABLE TO THE PROPERTY, OR THE FURTHER DEVELOPMENT OR CHANGE IN USE THEREOF, INCLUDING ENVIRONMENTAL LAWS AND LAWS OR REGULATIONS DEALING WITH ZONING OR LAND USE. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, AS OF THE CLOSING, BUYER SHALL HAVE MADE SUCH FEASIBILITY STUDIES, INVESTIGATIONS, ENVIRONMENTAL STUDIES, ENGINEERING STUDIES, INQUIRIES OF GOVERNMENTAL OFFICIALS, AND ALL OTHER INQUIRIES AND INVESTIGATIONS, WHICH BUYER SHALL DEEM NECESSARY TO SATISFY ITSELF AS TO THE CONDITION, NATURE AND QUALITY OF THE PROPERTY AND AS TO THE SUITABILITY OF THE PROPERTY FOR BUYER’S PURPOSES. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN PURCHASING THE PROPERTY, BUYER SHALL RELY ENTIRELY ON ITS OWN INVESTIGATION, EXAMINATION AND INSPECTION OF THE PROPERTY AND ITS ANALYSIS AND EVALUATION OF THE PROPERTY DOCUMENTS FURNISHED BY SELLER TO BUYER PURSUANT TO SECTION 4.1.2, AND NOT UPON ANY REPRESENTATION OR WARRANTY OF SELLER, OR ANY AGENT OR REPRESENTATIVE OF SELLER, WHICH IS NOT SET FORTH IN SECTION 9.2. THEREFORE, BUYER AGREES THAT, IN CONSUMMATING THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, BUYER SHALL ACQUIRE THE PROPERTY IN ITS THEN CONDITION, “AS IS, WHERE IS” AND WITH ALL FAULTS. EXCEPT AS MAY BE EXPRESSLY PROVIDED , AND, SUBJECT TO SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3 HEREOF 9.2, SOLELY IN RELIANCE ON BUYER’S OWN INVESTIGATION, EXAMINATION, INSPECTION, ANALYSIS AND WITHOUT LIMITING THE GENERALITY EVALUATION OF THE DISCLAIMER SET OUT PROPERTY. THE AGREEMENTS AND ACKNOWLEDGMENTS CONTAINED IN THE FIRST SENTENCE OF THIS SECTION 510.1 CONSTITUTE A CONCLUSIVE ADMISSION THAT BUYER, SELLER MAKES NO AFTER HAVING RETAINED AND HEREBY DISCLAIMS CONSULTED WITH SOPHISTICATED AND KNOWLEDGEABLE EXPERTS, SHALL ACQUIRE THE PROPERTY SOLELY UPON ITS OWN JUDGMENT AS TO ANY MATTER GERMANE TO THE PROPERTY OR TO BUYER’S CONTEMPLATED USE OF THE PROPERTY, AND NOT UPON ANY STATEMENT, REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE EQUIPMENT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY, (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSEBY SELLER, OR (c) WARRANTY AS ANY AGENT OR REPRESENTATIVE OF SELLER, WHICH IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER OR SELLER’S AFFILIATES PURSUANT TO SECTIONS 12.2.1 THROUGH 12.2.3, AND THE EQUIPMENTDOCUMENTS EXECUTED AND DELIVERED BY SELLER OR SELLER’S QUALITY AFFILIATES PURSUANT TO SECTION 12.4. AT THE CLOSING, UPON THE REQUEST OF MATERIALS OR WORKMANSHIP OR FREEDOM FROM DEFECTSSELLER, LATENT OR OTHERWISE, OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF AS TO THIRD PARTIES, SELLER MAKES NO WARRANTY WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE AGAINST POTENTIAL INFRINGEMENT.. SELLER SHALL HAVE NO LIABILITY TO BUYER RELATING TO THE CONDITION OF THE EQUIPMENT AND BUYER SHALL BEAR ALL SUCH RISK. THE SOLE EXCEPTION SHALL BE A WAIVER OF INFRINGEMENT CLAIMS WHEN BUYER IS PROVIDING SERVICES EXECUTE AND DELIVER TO SELLER PURSUANT TO A CERTIFICATE OF BUYER REAFFIRMING THE SERVICE AGREEMENT OR OTHER MUTUALLY AGREEABLE CIRCUMSTANCE OR BUYER IS PROVIDING POWER GENERATION SERVICES TO A THEN VALID LICENSEE OF SELLERFOREGOING.

Seller’s Disclaimer. EXCEPT FOR THE EQUIPMENT REPRESENTATIONS AND WARRANTIES BY SELLER SET FORTH IN SECTION 9.2, BUYER ACKNOWLEDGES AND AGREES THAT THE SALE OF THE PROPERTY TO BUYER IS PURCHASED MADE WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND BY SELLER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASPECT, PORTION OR COMPONENT OF THE PROPERTY, INCLUDING: (I) THE PHYSICAL CONDITION, NATURE OR QUALITY OF THE PROPERTY, INCLUDING THE QUALITY OF THE SOILS ON AND UNDER THE PROPERTY AND THE QUALITY OF THE LABOR AND MATERIALS INCLUDED IN ANY SITE IMPROVEMENTS COMPRISING A PORTION OF THE PROPERTY; (II) THE FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE; (III) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990, THE CALIFORNIA HEALTH & SAFETY CODE, THE VISUAL ARTISTS RIGHTS ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING; (x) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO THE PROPERTY; OR (IV) EXISTING OR PROPOSED GOVERNMENTAL LAWS OR REGULATIONS APPLICABLE TO THE PROPERTY, OR THE FURTHER DEVELOPMENT OR CHANGE IN USE THEREOF, INCLUDING ENVIRONMENTAL LAWS AND LAWS OR REGULATIONS DEALING WITH ZONING OR LAND USE. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, AS OF THE CLOSING, BUYER SHALL HAVE MADE SUCH FEASIBILITY STUDIES, INVESTIGATIONS, ENVIRONMENTAL STUDIES, ENGINEERING STUDIES, INQUIRIES OF GOVERNMENTAL OFFICIALS, AND ALL OTHER INQUIRIES AND INVESTIGATIONS, WHICH BUYER SHALL DEEM NECESSARY TO SATISFY ITSELF AS TO THE CONDITION, NATURE AND QUALITY OF THE PROPERTY AND AS TO THE SUITABILITY OF THE PROPERTY FOR BUYER’S PURPOSES. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN PURCHASING THE PROPERTY, BUYER SHALL RELY ENTIRELY ON ITS OWN INVESTIGATION, EXAMINATION AND INSPECTION OF THE PROPERTY AND ITS ANALYSIS AND EVALUATION OF ANY DOCUMENTS FURNISHED BY SELLER TO BUYER, AND NOT UPON ANY REPRESENTATION OR WARRANTY OF SELLER, OR ANY AGENT OR REPRESENTATIVE OF SELLER, WHICH IS NOT SET FORTH IN SECTION 9.2. THEREFORE, BUYER AGREES THAT, IN CONSUMMATING THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, BUYER SHALL ACQUIRE THE PROPERTY IN ITS THEN CONDITION, “AS IS, WHERE IS” AND WITH ALL FAULTS. EXCEPT AS MAY BE EXPRESSLY PROVIDED , AND, SUBJECT TO SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3 HEREOF 9.2, SOLELY IN RELIANCE ON BUYER’S OWN INVESTIGATION, EXAMINATION, INSPECTION, ANALYSIS AND WITHOUT LIMITING THE GENERALITY EVALUATION OF THE DISCLAIMER SET OUT PROPERTY. THE AGREEMENTS AND ACKNOWLEDGMENTS CONTAINED IN THE FIRST SENTENCE OF THIS SECTION 510.1 CONSTITUTE A CONCLUSIVE ADMISSION THAT BUYER, SELLER MAKES NO AFTER HAVING RETAINED AND HEREBY DISCLAIMS CONSULTED WITH SOPHISTICATED AND KNOWLEDGEABLE EXPERTS, SHALL ACQUIRE THE PROPERTY SOLELY UPON ITS OWN JUDGMENT AS TO ANY MATTER GERMANE TO THE PROPERTY OR TO BUYER’S CONTEMPLATED USE OF THE PROPERTY, AND NOT UPON ANY STATEMENT, REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE EQUIPMENT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY, (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSEBY SELLER, OR (c) WARRANTY AS TO ANY AGENT OR REPRESENTATIVE OF SELLER, WHICH IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE EQUIPMENT’S QUALITY CLOSING, UPON THE REQUEST OF MATERIALS OR WORKMANSHIP OR FREEDOM FROM DEFECTSSELLER, LATENT OR OTHERWISE, OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF AS TO THIRD PARTIES, SELLER MAKES NO WARRANTY WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE AGAINST POTENTIAL INFRINGEMENT.. SELLER SHALL HAVE NO LIABILITY TO BUYER RELATING TO THE CONDITION OF THE EQUIPMENT AND BUYER SHALL BEAR ALL SUCH RISK. THE SOLE EXCEPTION SHALL BE A WAIVER OF INFRINGEMENT CLAIMS WHEN BUYER IS PROVIDING SERVICES EXECUTE AND DELIVER TO SELLER PURSUANT TO A CERTIFICATE OF BUYER REAFFIRMING THE SERVICE AGREEMENT OR OTHER MUTUALLY AGREEABLE CIRCUMSTANCE OR BUYER IS PROVIDING POWER GENERATION SERVICES TO A THEN VALID LICENSEE OF SELLERFOREGOING.

Seller’s Disclaimer. THE EQUIPMENT IS PURCHASED BY BUYER “"AS IS, WHERE IS” " AND WITH ALL FAULTS. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 3 5 HEREOF AND WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMER SET OUT IN THE FIRST SENTENCE OF THIS SECTION 57, SELLER MAKES SELLERS MAKE NO AND HEREBY DISCLAIMS DISCLAIM ANY REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE EQUIPMENT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY, ; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR ; (c) WARRANTY AS TO THE EQUIPMENT’S 'S QUALITY OF MATERIALS OR WORKMANSHIP OR FREEDOM FROM DEFECTS, LATENT OR OTHERWISE, ; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF AS TO A THIRD PARTIESPARTY, SELLER MAKES NO WARRANTY WHETHER EXPRESS EXPRESSED OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE AGAINST POTENTIAL INFRINGEMENT.. SELLER OTHERWISE. SELLERS SHALL HAVE NO LIABILITY TO BUYER RELATING TO THE CONDITION OF THE EQUIPMENT AND BUYER SHALL BEAR ALL SUCH RISK. THE SOLE EXCEPTION SHALL BE A WAIVER OF INFRINGEMENT CLAIMS WHEN BUYER IS PROVIDING SERVICES TO SELLER PURSUANT TO THE SERVICE AGREEMENT OR OTHER MUTUALLY AGREEABLE CIRCUMSTANCE OR BUYER IS PROVIDING POWER GENERATION SERVICES TO A THEN VALID LICENSEE OF SELLER.

Seller’s Disclaimer. THE EQUIPMENT IS PURCHASED BY BUYER “AS ISACKNOWLEDGES AND AGREES THAT, WHERE IS” AND WITH ALL FAULTS. EXCEPT AS MAY BE EXPRESSLY PROVIDED SET FORTH IN SECTION 3 HEREOF AND WITHOUT LIMITING THE GENERALITY THIS AGREEMENT OR IN ANY OF THE DISCLAIMER SET OUT IN THE FIRST SENTENCE OF THIS SECTION 5SELLER’S CLOSING DELIVERIES, SELLER MAKES NO HAS NOT MADE, DOES NOT MAKE AND HEREBY SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATION REPRESENTATIONS AND WARRANTIES OF ANY KIND OR WARRANTY WHATSOEVER CHARACTER WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE EQUIPMENTPROPERTY INCLUDING, INCLUDING ANY WITHOUT LIMITATION: (a) WARRANTY VALUE, NATURE, QUALITY OR CONDITION OF MERCHANTABILITYTHE PROPERTY, INCLUDING WITHOUT LIMITATION THE WATER, SOIL AND GEOLOGY AND STATUS OF ANY PERMITS AND GOVERNMENTAL APPROVAL; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR INCOME TO BE DERIVED FROM THE PROPERTY; (c) WARRANTY AS TO SUITABILITY OF THE EQUIPMENT’S QUALITY OF MATERIALS OR WORKMANSHIP OR FREEDOM FROM DEFECTS, LATENT OR OTHERWISE, OR PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (d) WARRANTY AGAINST INFRINGEMENT COMPLIANCE OF INTELLECTUAL OR BY THE PROPERTY RIGHTS OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY OR BUILDING CODE; (e) HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR PARTICULAR PURPOSE OF THE REAL PROPERTY AND FIXTURES; (f) MANNER OR QUALITY OF THE DESIGN, CONSTRUCTION OR OF THE MATERIALS INCORPORATED INTO THE REAL PROPERTY AND FIXTURES; (g) MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY AND FIXTURES; OR (h) OTHER MATTERS WITH RESPECT TO THE PROPERTY AND SPECIFICALLY THAT, EXCEPT AS TO THIRD PARTIESOTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTY WHETHER EXPRESS HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION REGARDING COMPLIANCE WITH ANY FEDERAL, STATE OR IMPLIED BY LOCAL ENVIRONMENTAL LAW, COURSE REGULATION OR ORDINANCE REGARDING HAZARDOUS SUBSTANCES OR WASTE INCLUDING, BUT NOT LIMITED TO, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF DEALING1980 (“CERCLA”), COURSE OF PERFORMANCE, USAGE OF TRADE, AS AMENDED OR OTHERWISE AGAINST POTENTIAL INFRINGEMENT.. SELLER SHALL HAVE NO LIABILITY TO BUYER RELATING TO THE CONDITION OF THE EQUIPMENT AND BUYER SHALL BEAR ALL SUCH RISK. THE SOLE EXCEPTION SHALL BE A WAIVER OF INFRINGEMENT CLAIMS WHEN BUYER IS PROVIDING SERVICES TO SELLER PURSUANT TO THE SERVICE AGREEMENT OR OTHER MUTUALLY AGREEABLE CIRCUMSTANCE OR BUYER IS PROVIDING POWER GENERATION SERVICES TO A THEN VALID LICENSEE OF SELLERMODIFIED.