Common use of Limitations on Representations and Warranties Clause in Contracts

Limitations on Representations and Warranties. Buyer hereby agrees and acknowledges that, except as set forth in Section 10.2 below, neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or condition of the Property or the capabilities thereof, and that Buyer, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Buyer agrees to take the Real Property, Improvements and the Personal Property “as is,” as of the date hereof, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. EXCEPT AS SET FORTH IN SECTION 10.2 BELOW, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH BUYER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. BUYER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS INSPECTED THE PROPERTY AND ACCEPTS SAME “AS IS” AND “WITH ALL FAULTS”.

Limitations on Representations and Warranties. Buyer hereby agrees Except for the express and acknowledges that, except as specific representations and warranties set forth in Section 10.2 below‎3 of this Agreement, neither Seller nor any agentSeller’s Certificate, attorneyor the Special Warranty contained in the Assignment, employee or representative Buyer acknowledges that none of Seller or any other member of the Seller Indemnified Parties has made made, and Seller hereby expressly disclaims and negates, and 27242226 40 Asset Purchase Agreement Buyer hereby expressly waives, any representation whatsoever regarding or warranty, express, implied, at common law, by statute or otherwise. Except for the subject matter express and specific representations and warranties set forth in Section ‎3 of this saleAgreement, Seller’s Certificate, or any part thereofthe Special Warranty contained in the Assignment, including (and without limiting the generality of the foregoing) representations , Seller expressly disclaims and negates, and Buyer hereby waives, any representation or warranty, express, implied, at common law, by statute or otherwise, as to any of the physical following: (a) the contents, character, accuracy, completeness or materiality of records, information, data or other materials (written or oral) now, heretofore or hereafter furnished to Buyer or any Buyer Indemnified Party by or on behalf of Seller or any Seller Indemnified Party, including any information memorandum, reports, brochures, charts or statements prepared by Seller, any Seller Indemnified Party or any Third Party with respect to the Properties; (b) 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 Properties; (c) any estimates of the value of, or future revenues generated by, the Properties; (d) production rates, recompletion opportunities, decline rates, gas balancing information, or the quality, quantity, volume, or recoverability of the reserves of Hydrocarbons, if any, attributable to the Properties or Seller’s interest therein; (e) title to any of the Properties; (f) maintenance, repair, condition, quality, suitability, marketability, merchantability, or fitness for a particular purpose of the Properties; (g) any rights of purchasers under appropriate statutes to claim diminution of consideration or return of the Purchase Price; (h) any implied or express warranty of freedom from defects, whether known or unknown, (i) any and all implied warranties existing under applicable Law; and (j) the environmental or other condition of the Property Properties, including, without limitation, any implied or express warranty regarding Environmental Laws, the capabilities thereofrelease of substances, wastes or materials into the environment, or protection of the environment or of human health, safety, or natural resources. It is the express intention of Buyer and that BuyerSeller that, Except for the express and specific representations and warranties set forth in executing, delivering and/or performing Section ‎3 of this Agreement, does not rely upon any statement and/or information to whomever made Seller’s Certificate, or giventhe Special Warranty contained in the Assignment, directly or indirectlythe Properties are being accepted by Buyer, orally or in writing, by any individual, firm or corporation. Buyer agrees to take the Real Property, Improvements and the Personal Property “as is,, where is, with all faults and defects” as and in their present condition and state of the date hereof, reasonable wear and tearrepair, and minor damage caused Buyer has made or will make prior to closing any and all such inspections as Buyer deems appropriate. Buyer acknowledges that the Properties have been used for exploration, development, and production of oil and gas and that 27242226 41 Asset Purchase Agreement equipment and sites included in the Properties may contain asbestos, naturally occurring radioactive material (“NORM”) or other Hazardous Materials. NORM may affix or attach itself to the inside of xxxxx, materials, and equipment as scale, or in other forms. The xxxxx, materials, and equipment located on the Properties may contain NORM and other wastes or Hazardous Materials. NORM containing material and/or other wastes or Hazardous Materials may have come in contact with various environmental media, including air, water, soils or sediment. Special procedures may be required for the assessment, remediation, removal, transportation, or disposal of environmental media, wastes, asbestos, norm and other Hazardous Materials from the Properties. NORM shall not constitute the basis of an Environmental Defect claim or a purchase price adjustment under Section ‎2.1. Seller and Buyer agree that, to the extent required by applicable Law to be effective, the removal disclaimers of certain representations and warranties contained in this Section ‎5.9 are “conspicuous” disclaimers for purposes of any personal property applicable Law, rule or fixtures not included in this sale, excepted. EXCEPT AS SET FORTH IN SECTION 10.2 BELOW, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH BUYER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. BUYER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS INSPECTED THE PROPERTY AND ACCEPTS SAME “AS IS” AND “WITH ALL FAULTS”order.

Limitations on Representations and Warranties. Buyer hereby agrees (a) To the Sellers’ knowledge, (i) the Sellers have heretofore made available to Alon, all material, documentary information pertaining to the assets, properties, businesses and acknowledges that, except as set forth in Section 10.2 below, neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality operations of the foregoing) representations as Acquired Companies (including, but not limited to, data and information concerning: accounts receivable and payable; commercial contracts or other financial commitments; real and personal property interests belonging to the physical nature or condition Acquired Companies; operating licenses and/or permits needed to conduct the business of the Acquired Companies; the personnel of the Acquired Companies and their compensation and employee benefits; and Intellectual Property or used by the capabilities thereofAcquired Companies; and taxation matters), and (ii) the Sellers have provided Alon with all such information that BuyerAlon has requested. TO THE SELLERS’ KNOWLEDGE, in executingTHEY HAVE NOT KNOWINGLY PROVIDED, delivering and/or performing this AgreementAND WILL NOT KNOWINGLY PROVIDE, does not rely upon any statement and/or information to whomever made or givenFALSE, directly or indirectlyMISLEADING OR INCORRECT INFORMATION TO ALON, orally or in writingAND HAVE NOT KNOWINGLY WITHHELD (AND WILL NOT KNOWINGLY WITHHOLD) MATERIAL INFORMATION ABOUT THE ACQUIRED COMPANIES, by any individual, firm or corporation. Buyer agrees to take the Real Property, Improvements and the Personal Property “as is,” as of the date hereof, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. BUT EXCEPT AS SET FORTH OTHERWISE SPECIFICALLY PROVIDED IN SECTION 10.2 BELOWTHIS AGREEMENT, SELLER MAKES THE SELLERS HAVE MADE AND ARE MAKING NO REPRESENTATIONS REPRESENTATION OR WARRANTIES WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE PHYSICAL CONDITION ACCURACY, RELIABILITY, COMPLETENESS OR DEPENDABILITY OF ANY DATA OR INFORMATION THAT THE PROPERTY SELLERS HAVE PROVIDED OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH BUYER MAY DESIRE WILL PROVIDE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. BUYER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS INSPECTED THE PROPERTY AND ACCEPTS SAME “AS IS” AND “ALON IN CONNECTION WITH ALL FAULTS”THIS AGREEMENT.

Limitations on Representations and Warranties. Buyer hereby agrees In the case of a Trade Sale approved by the Dragging Shareholders, the non-Dragging Shareholders (and acknowledges thatany Investors) shall not be required to (i) make any representations, warranties or covenants in connection with such Trade Sale other than with respect to the good and marketable titles of the Equity Securities held by such non-Dragging Shareholders (and/or any Investors) and its respective ability to convey title thereto free and clear of liens, encumbrances or adverse claims, (ii) be liable for the breach of any representation, warranty or covenant made by any other person in connection with the Trade Sale, other than the Company, and any liability shall be limited to such non-Dragging Shareholder’s (or any such Investor’s, as the case may be) applicable Equity Securities (based on the proceeds payable to each Shareholder in connection with such Trade Sale) of a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds the amount of consideration otherwise payable to such non-Dragging Shareholder (or any such Investor, as the case may be) in connection with such Trade Sale, except with respect to claims related to fraud by such non-Dragging Shareholder (or any such Investor, as set forth the case may be) (as determined pursuant to the decision of a final non-appealable court of competent jurisdiction in Section 10.2 belowaccordance with Sections 16.10 (Governing Law) and 16.11 (Dispute Resolution)), neither Seller nor or (iii) agree to any agentcovenant not to compete or covenant not to solicit customers or suppliers of any party to the Trade Sale (but may be required to agree to covenant not to solicit Group Company officers and employees if such non-Dragging Shareholder (or any such Investor, attorneyas the case may be) agrees in writing to be bound as such) or agree to any other covenants that are more restrictive than the other non-Dragging Shareholders (or any such Investors, employee as the case may be), unless such non-Dragging Shareholder (or representative such Investor, as the case may be) is a Group Company officer or employee. If an escrow amount is required for the liability of Seller has made any non-Dragging Shareholder with respect to any representation whatsoever regarding and warranty or covenant made by the subject matter of this saleCompany and/or the non-Dragging Shareholders in connection with such Trade Sale, or any part thereof, including (without limiting the generality Dragging Shareholders shall use commercially reasonable efforts to keep the escrow percentage in the aggregate of the foregoing) representations as consideration payable to all Shareholders of the Company and escrow period to the physical nature or condition of the Property or the capabilities thereof, and that Buyer, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Buyer agrees to take the Real Property, Improvements and the Personal Property “as is,” as of the date hereof, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. EXCEPT AS SET FORTH IN SECTION 10.2 BELOW, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH BUYER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. BUYER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS INSPECTED THE PROPERTY AND ACCEPTS SAME “AS IS” AND “WITH ALL FAULTS”minimum.

Limitations on Representations and Warranties. Buyer Purchaser hereby agrees and acknowledges that, except as set forth in Section 10.2 below, neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or condition of the Property or the capabilities thereof, and that BuyerPurchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Buyer Purchaser agrees to take the Real Property, Improvements Property and the Personal Property “"as is,” " as of the date hereof, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. EXCEPT AS SET FORTH IN SECTION 10.2 BELOW, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH BUYER PURCHASER MAY DESIRE TO USE IT, EXCEPT AS SET FORTH IN SECTION 10.2 HEREOF. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND AND, EXCEPT AS SET FORTH IN SECTION 10.2 HEREOF, ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. BUYERPURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS INSPECTED THE PROPERTY AND ACCEPTS SAME “"AS IS” " AND “"WITH ALL FAULTS”". Purchaser understands that any financial statements and data, including, without limitation, gross rental income, operating expenses and cash flow statements, to be made available by Seller to Purchaser, will be unaudited financial statements and data not prepared or reviewed by independent public accountants, and, With the exception of the Rent Roll, that Seller makes no representation as to the accuracy or completeness thereof.

Limitations on Representations and Warranties. Buyer hereby Purchaser agrees and acknowledges that, except as set forth in Section 10.2 9.2 below, neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or condition of the Property or the capabilities thereof, and that BuyerPurchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Buyer Purchaser agrees to take the Real Property, Improvements and the Personal Property “as is"AS IS,” " as of the date hereofEffective Date, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. EXCEPT AS SET FORTH IN SECTION 10.2 BELOW, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY PROPERTY, THE FINANCIAL CONDITION OR VIABILITY OF THE PROPERTY, OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH BUYER PURCHASER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. BUYERPURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS INSPECTED SUFFICIENT OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT THE PROPERTY AND ACCEPTS SAME “"AS IS” " AND “"WITH ALL FAULTS”".

Limitations on Representations and Warranties. (a) Each of Seller’s Warranties shall be deemed modified to reflect any changes in the same as a result actions Sellers are expressly permitted to take under this Agreement or the acts of Buyer. Each of Seller’s Warranties shall be deemed modified to reflect Buyer’s deemed knowledge as of the Due Diligence Deadline. Further, to the extent that Buyer hereby agrees is deemed to know after the Due Diligence Deadline but prior to the Closing Date that any of Seller’s Warranties are inaccurate, untrue or incorrect and acknowledges thatsuch inaccurate, except as set forth untrue or incorrect Seller’s Warranty has a Property Material Adverse Effect, and (b) Buyer nonetheless proceeds to Closing notwithstanding such Property Material Adverse Effect, then such Seller’s Warranties shall be deemed modified to reflect Buyer’s deemed knowledge. Seller’s Warranties shall not be deemed modified after the Due Diligence Deadline to reflect Buyer’s deemed knowledge if such inaccuracy, untruth or incorrectness does not constitute a Property Material Adverse Effect. Buyer shall be “deemed to know” any fact, circumstance or information or shall have “deemed knowledge” of the same to the extent (i) that the Buyer has actual knowledge of a particular fact or circumstance or information that is inconsistent with any Seller’s Warranty, or (ii) this Agreement, any closing documents executed by Sellers, any document posted in Section 10.2 below, neither Seller nor any agent, attorney, employee the electronic data room or representative delivered directly to Buyer no later than five (5) Business Days prior to the expiration of Seller has made any representation whatsoever regarding the subject matter of this saleDue Diligence Deadline, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature third party reports prepared or condition of the Property or the capabilities thereof, and that Buyer, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, obtained by any individual, firm Buyer’s Representatives and delivered to Buyer in connection with Buyer’s due diligence discloses a particular fact or corporation. Buyer agrees to take the Real Property, Improvements and the Personal Property “as is,” as of the date hereof, reasonable wear and tear, and minor damage caused by the removal of circumstance or contains information that is inconsistent with any personal property or fixtures not included in this sale, excepted. EXCEPT AS SET FORTH IN SECTION 10.2 BELOW, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH BUYER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. BUYER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS INSPECTED THE PROPERTY AND ACCEPTS SAME “AS IS” AND “WITH ALL FAULTS”Seller’s Warranty.

Limitations on Representations and Warranties. Buyer Purchaser hereby agrees and acknowledges that, except as set forth in Section 10.2 below, neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or condition of the Property or the capabilities thereof, and that BuyerPurchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Buyer Purchaser agrees to take the Real Property, Improvements Property and the Personal Property “"as is,” " as of the date hereof, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. EXCEPT AS SET FORTH IN SECTION 10.2 BELOW, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH BUYER PURCHASER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. BUYERPURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS INSPECTED THE PROPERTY AND ACCEPTS SAME “"AS IS” " AND “"WITH ALL FAULTS”". Purchaser understands that any financial statement and data, including, without limitation, gross rental income, operating expenses and cash flow statements, to be made available by Seller to Purchaser, will be unaudited financial statements and data not prepared or reviewed by independent public accountants, and that Seller makes no representation as to the accuracy or completeness thereof.

Limitations on Representations and Warranties. Buyer Purchaser hereby agrees and acknowledges thatas follows, subject to and except as for the representations and warranties of Seller set forth in Section 10.2 below, neither : Neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or condition of the Property or the capabilities thereof, and that BuyerPurchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Buyer Purchaser agrees to take the Real Property, Improvements Property and the Personal Property “"as is,” " as of the date hereof, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. EXCEPT AS SET FORTH IN SECTION 10.2 BELOW, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH BUYER PURCHASER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. BUYERPURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS INSPECTED THE PROPERTY AND ACCEPTS SAME “"AS IS” " AND “"WITH ALL FAULTS”". Purchaser understands that any financial statements and data, including, without limitation, gross rental income, operating expenses and cash flow statements, to be made available by Seller to Purchaser, will be unaudited financial statements and data not prepared or reviewed by independent public accountants, and that, subject to and except as may be expressly set forth in Section 10.2 below, Seller makes no representation as to the accuracy or completeness thereof.

Limitations on Representations and Warranties. KPR is selling ----------- -- --------------- --- ---------- to Buyer and Buyer is buying from KPR the Interest, and thereby its indirect interest in the Project Partnership and the Project, KES is assigning to Assignee and Assignee taking in assignment from KES, the Project Note and KBI is assigning to Buyer and Buyer is taking in assignment from KBI, the Administrative Services Agreement, (together with the Interest and the Project Note, the "Purchased Assets"), each on a "AS IS" and "WITH ALL FAULTS" basis, --------- ------ except as expressly set forth herein. The Buyer Parties hereby agrees and acknowledges thatacknowledge that OTHER THAN THOSE SPECIFIC REPRESENTATIONS AND WARRANTIES MADE IN THIS SECTION 4, THE KES ENTITIES HAVE NOT MADE, DO NOT MAKE, AND HEREBY DISCLAIM ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH PURCHASED ASSETS INCLUDING, BUT NOT LIMITED TO, THE DESIGN, CAPACITY, CONDITION, MERCHANTABILITY, OR FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE, OF ANY PORTION OF THE PURCHASED ASSETS, INCLUDING WITHOUT LIMITATION, THE INTEREST AND THE INDIRECT INTEREST IN THE PROJECT PARTNERSHIP AND/OR THE PROJECT. The Buyer Parties further acknowledge that the KES Entities are not, except as to the extent of representation and warranties set forth in this Section 10.2 below4, neither Seller nor responsible for compliance with requirements of any agentlaws, attorneyordinances, employee governmental rules or representative of Seller has made any representation whatsoever regarding the subject matter of this saleregulations including, but not limited to, laws with respect to environmental matters, patent, trademark, copyright or trade secret infringement, or for any part thereofdirect, indirect, incidental, punitive, consequential or other damages arising out of the ownership, use of or inability to use the Purchased Assets, including (without limiting the generality any portion of the foregoing) representations as to the physical nature or condition of the Property Interest or the capabilities thereof, and that Buyer, indirect interest in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made the Project Partnership or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Buyer agrees to take the Real Property, Improvements and the Personal Property “as is,” as of the date hereof, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. EXCEPT AS SET FORTH IN SECTION 10.2 BELOW, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH BUYER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. BUYER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS INSPECTED THE PROPERTY AND ACCEPTS SAME “AS IS” AND “WITH ALL FAULTS”Project.

Limitations on Representations and Warranties. KPR is selling to Buyer hereby agrees and acknowledges thatBuyer is buying from KPR the Interest, and thereby its indirect interest in the Project Partnership and the Project, KES is assigning to Assignee and Assignee taking in assignment from KES, the Project Note and KBI is assigning to Buyer and Buyer is taking in assignment from KBI, the Administrative Services Agreement, (together with the Interest and the Project Note, the "Purchased Assets"), each on a "AS IS" and "WITH ALL FAULTS" basis, except as expressly set forth herein. The Buyer Parties hereby acknowledge that OTHER THAN THOSE SPECIFIC REPRESENTATIONS AND WARRANTIES MADE IN THIS SECTION 4, THE KES ENTITIES HAVE NOT MADE, DO NOT MAKE, AND HEREBY DISCLAIM ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH PURCHASED ASSETS INCLUDING, BUT NOT LIMITED TO, THE DESIGN, CAPACITY, CONDITION, MERCHANTABILITY, OR FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE, OF ANY PORTION OF THE PURCHASED ASSETS, INCLUDING WITHOUT LIMITATION, THE INTEREST AND THE INDIRECT INTEREST IN THE PROJECT PARTNERSHIP AND/OR THE PROJECT. The Buyer Parties further acknowledge that the KES Entities are not, except to the extent of representation and warranties set forth in this Section 10.2 below4, neither Seller nor responsible for compliance with requirements of any agentlaws, attorneyordinances, employee governmental rules or representative of Seller has made any representation whatsoever regarding the subject matter of this saleregulations including, but not limited to, laws with respect to environmental matters, patent, trademark, copyright or trade secret infringement, or for any part thereofdirect, indirect, incidental, punitive, consequential or other damages arising out of the ownership, use of or inability to use the Purchased Assets, including (without limiting the generality any portion of the foregoing) representations as to the physical nature or condition of the Property Interest or the capabilities thereof, and that Buyer, indirect interest in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made the Project Partnership or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Buyer agrees to take the Real Property, Improvements and the Personal Property “as is,” as of the date hereof, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. EXCEPT AS SET FORTH IN SECTION 10.2 BELOW, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH BUYER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. BUYER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS INSPECTED THE PROPERTY AND ACCEPTS SAME “AS IS” AND “WITH ALL FAULTS”Project.

Limitations on Representations and Warranties. Buyer Purchaser hereby agrees and acknowledges that, except as set forth in Section 10.2 below, neither Seller nor any agent, attorney, employee or representative of Seller has made any representation whatsoever regarding the subject matter of this sale, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or condition of the Property or the capabilities thereof, and that BuyerPurchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or corporation. Buyer Purchaser agrees to take the Real Property, Improvements Property and the Personal Property “"as is,” " as of the date hereof, reasonable wear and tear, and minor damage caused by the removal of any personal property or fixtures not included in this sale, excepted. EXCEPT AS SET FORTH IN SECTION 10.2 BELOW, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH BUYER PURCHASER MAY DESIRE TO USE IT. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. BUYERPURCHASER, BY ACCEPTANCE OF THE DEED, AGREES THAT IT HAS INSPECTED THE PROPERTY AND ACCEPTS SAME “"AS IS” " AND “"WITH ALL FAULTS”". Purchaser understands that any financial statements and data, including, without limitation, gross rental income, operating expenses and cash flow statements, to be made available by Seller to Purchaser, will be unaudited financial statements and data not prepared or reviewed by independent public accountants, and that Seller makes no representation as to the accuracy or completeness thereof. Seller shall make the books and records of the Property for 1994 and 1995 available to Seller for a period of sixty (60) days after the Closing to permit Purchaser's accountants to conduct an audit; provided, however, Seller shall have no expense, liability or responsibility for anything shown in such audit. Purchaser shall indemnify and hold harmless the Seller from any claim, damage, loss or liability to which Seller is at any time subjected by any person as a result of its compliance with the previous sentence. The provisions of this paragraph shall survive Closing. In the event Purchaser's accountants request an audit letter with respect to such audits, Seller shall supply such a letter in a form reasonably acceptable to Seller; provided, that, in no event shall such letter expand or enhance Seller's representations and warranties under this Agreement.