Common use of Limitation of Representations and Warranties Clause in Contracts

Limitation of Representations and Warranties. Buyer agrees that, except for the representations and warranties made by Seller and CPBR that are expressly set forth in Article III of this Agreement, the Disclosure Schedule (as amended and supplemented through Closing) and the Transaction Documents, neither Seller nor CPBR has made and shall not be deemed to have made to Buyer or to any of its representatives any representation or warranty of any kind. Except as expressly set forth in this Agreement, no Person has been authorized by Seller or CPBR to make any representation or warranty relating to CPBR or its respective businesses or operations, or otherwise in connection with the transactions contemplated by this Agreement and, if made, the representation or warranty may not be relied upon. Without limiting the generality of the foregoing, except as set forth in Article III of this Agreement and in the Disclosure Schedule and Transaction Documents, Buyer agrees that neither the Seller or CPBR nor any of their Affiliates nor any other Person makes or has made any representation or warranty to Buyer or to any of its representatives with respect to: (1) any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of CPBR or the future business, operations or affairs of CPBR heretofore or hereafter delivered to or made available to Buyer or its representatives; or (2) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the data room with respect to CPBR or the business, operations or affairs of CPBR, except to the extent and as expressly covered by a representation and warranty contained in Article III of this Agreement or the Disclosure Schedule, or Transaction Documents, which representations and warranties are the only representations and warranties that Buyer is relying on in connection with its execution of this Agreement.

Limitation of Representations and Warranties. Buyer agrees that, except for the representations and warranties made by Seller Sellers, New Kleinco and CPBR National that are expressly set forth in Article II and Article III of this AgreementAgreement and in the Sellers Disclosure Schedule (as amended and supplemented through Closing), the National Disclosure Schedule (as amended and supplemented through Closing) and the Transaction Documents, neither Seller nor CPBR New Kleinco nor National nor any of their respective Affiliates or representatives has made and shall not be deemed to have made to Buyer or to any of its representatives any representation or warranty of any kind. Except as expressly set forth in this Agreement, no Person has been authorized by any Seller or CPBR New Kleinco or by National to make any representation or warranty relating to CPBR National or its any Subsidiary of National or their respective businesses or operations, or otherwise in connection with the transactions contemplated by this Agreement and, if made, the representation or warranty may not be relied upon. Without limiting the generality of the foregoing, except as set forth in Article II and Article III of this Agreement and in the Sellers Disclosure Schedule, National Disclosure Schedule and Transaction Documents, Buyer agrees that neither none of the Seller Sellers, New Kleinco or CPBR nor National, any of their Affiliates nor or any other Person makes or has made any representation or warranty to Buyer or to any of its representatives with respect to: (1) any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of CPBR National or any of its Subsidiaries or the future business, operations or affairs of CPBR National or any of its Subsidiaries heretofore or hereafter delivered to or made available to Buyer or its representatives; or (2) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the data room on line Data Room with respect to CPBR National or any of its Subsidiaries or the business, operations or affairs of CPBRNational or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty contained in Article II or Article III of this Agreement or the Sellers Disclosure Schedule, National Disclosure Schedule or Transaction Documents, which representations and warranties are the only representations and warranties that Buyer is relying on in connection with its execution of this AgreementAgreement (other than that any of the foregoing were prepared in good faith by Sellers, New Kleinco or National).

Limitation of Representations and Warranties. Buyer Purchaser hereby acknowledges and agrees that, except for as otherwise expressly provided in this Agreement or in the Schedules hereto prepared by Seller, Seller makes no representations and or warranties made by Seller and CPBR that are expressly set forth in Article III of this Agreementwhatsoever, express or implied, with respect to Seller, the Disclosure Schedule Transferred Assets or the Assumed Liabilities (as amended and supplemented through Closing) and the Transaction Documentsincluding, neither Seller nor CPBR has made and shall not without limitation, income to be deemed derived from or expenses to have made to Buyer or to any of its representatives any representation or warranty of any kind. Except as expressly set forth in this Agreement, no Person has been authorized by Seller or CPBR to make any representation or warranty relating to CPBR or its respective businesses or operations, or otherwise be incurred in connection with the transactions contemplated by this Agreement and, if madeTransferred Assets, the representation physical condition of any personal or warranty may not be relied upon. Without limiting the generality real property comprising a part of the foregoingTransferred Assets or which is the subject of any of the Assumed Liabilities to be assumed by Purchaser at the Closing Date, except the environmental condition or other matter relating to the physical condition of any real property or improvements which are the subject of any assigned lease to be assumed by Purchaser at the Closing Date, the zoning of any such real property or improvements, the value or transferability of the Transferred Assets (or any portion thereof), the terms, amount, validity or enforceability of any Assumed Liabilities, or the merchantability or fitness of the Transferred Assets). WITHOUT IN ANY WAY LIMITING THE FOREGOING AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HEREBY DISCLAIMS ANY WARRANTY (EXPRESS OR IMPLIED) OF MERCHANTABILITY, FITNESS FOR ANY TRANSFERRED PURPOSE OR NON-INFRINGEMENT AS TO ANY PORTION OF THE TRANSFERRED ASSETS. Purchaser further acknowledges that Purchaser has conducted an independent inspection and investigation of the condition of the Transferred Assets, as set forth Purchaser deemed necessary or appropriate, and that in Article III proceeding with its acquisition of the Transferred Assets. Purchaser is doing so based solely upon such independent inspections and investigations and representations, warranties, terms and conditions of this Agreement and in the Disclosure Schedule and Transaction Documentseach other agreement, Buyer agrees that neither the Seller document or CPBR nor any of their Affiliates nor any other Person makes instrument contemplated hereby or has made any representation or warranty to Buyer or to any of its representatives with respect to: (1) any projectionsthereby, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of CPBR or the future business, operations or affairs of CPBR heretofore or hereafter delivered to or made available to Buyer or its representatives; or (2) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the data room with respect to CPBR or the business, operations or affairs of CPBR, except but subject to the extent satisfaction or waiver of the closing conditions specified herein. Accordingly, if the Closing occurs, Purchaser will accept the Transferred Assets at the Closing Date "AS IS," "WHERE IS," and as expressly covered by a representation and warranty contained in Article III "WITH ALL FAULTS," subject to the provisions of this Agreement or and the Disclosure Schedule, or Transaction Documents, which representations and warranties are the only representations and warranties that Buyer is relying on in connection with its execution of this AgreementSale Order.

Limitation of Representations and Warranties. Buyer agrees that, except for the representations and warranties made by Seller Sellers and CPBR National that are expressly set forth in Article II and Article III of this Agreement and as of the date of this Agreement, the Disclosure Schedule (as amended and supplemented through Closing) and the Transaction Documents, neither Seller nor CPBR National nor any of their respective Affiliates or representatives has made and shall not be deemed to have made to Buyer or to any of its representatives any representation or warranty of any kind. Except as expressly set forth in this Agreement, no Person has been authorized by any Seller or CPBR by National to make any representation or warranty relating to CPBR National or its any Subsidiary of National or their respective businesses or operations, or otherwise in connection with the transactions contemplated by this Agreement the Transaction Documents and, if made, the representation or warranty may not be relied upon. Without limiting the generality of the foregoing, except as set forth and notwithstanding any otherwise express representations and warranties made by National and Sellers in Article III of this Agreement Articles II and in the Disclosure Schedule and Transaction DocumentsIII, Buyer agrees that neither none of the Seller Sellers or CPBR nor National, any of their Affiliates nor or any other Person makes or has made any representation or warranty to Buyer or to any of its representatives with respect to: (1i) any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of CPBR National or any of its Subsidiaries or the future business, operations or affairs of CPBR National or any of its Subsidiaries heretofore or hereafter delivered to or made available to Buyer or its representatives, other than as described in Section 5.12(a); or (2ii) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the on line data room with respect to CPBR National or any of its Subsidiaries or the business, operations or affairs of CPBRNational or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made by National and contained in Article III of this Agreement or the Disclosure Schedule, or Transaction DocumentsIII, which representations and warranties contained in Article III are the only representations and warranties that Buyer is relying on in connection with its execution of this Agreement.

Limitation of Representations and Warranties. Buyer agrees that, except for the The following limitations apply with regard to any representations and warranties made by the Seller: (a) The Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to the Seller and CPBR that are expressly set forth the Acquired Companies, and the officers and employees of the Seller and (ii) in Article III of making the decision to enter into this Agreement and consummate the transactions contemplated under this Agreement, the Disclosure Schedule (as amended and supplemented through Closing) and Buyer has relied solely on the Transaction Documents, neither Seller nor CPBR has made and shall not be deemed to have made to Buyer or to any basis of its representatives any representation or warranty of any kind. Except as expressly own independent investigation and upon the express representations, warranties, covenants, and agreements set forth in this Agreement, no Person has been authorized by Seller or CPBR to make any representation or warranty relating to CPBR or its respective businesses or operations, or otherwise in connection with the transactions contemplated by this Agreement and, if made, the representation or warranty may not be relied upon. Without limiting the generality above, the Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments of the foregoingSites prepared for the Seller, except as set forth in Article III (ii) had full opportunity to conduct to its satisfaction inspections of this Agreement the Sites, and in (iii) fully completed and approved the Disclosure Schedule and Transaction Documents, Buyer agrees that neither the Seller or CPBR nor any of their Affiliates nor any other Person makes or has made any representation or warranty to Buyer or to any of its representatives with respect to: (1) any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or all inspections of the Sites. The Buyer acknowledges, after such review and inspections, that no further investigation of the Sites is necessary for purposes of acquiring the Shares for the Buyer’s intended use, and Buyer hereby waives any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of CPBR or the future business, operations or affairs of CPBR heretofore or hereafter delivered and all objections to or made available to Buyer or its representatives; or (2) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the data room claims with respect to CPBR or all physical characteristics and existing conditions at the businessSites, operations or affairs including existing Environmental Conditions and the presence of CPBRany Hazardous Substances at the Sites. THE BUYER ACKNOWLEDGES THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, except to the extent and as expressly covered by a representation and warranty contained in Article III EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. (b) WITHOUT LIMITING THE ABOVE, THE BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SELLER HAS NOT MADE, AND THE SELLER MAKES NO AND DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (I) THE QUALITY, CONDITION, OR OPERABILITY OF ANY PERSONAL PROPERTY, EQUIPMENT, OR FIXTURES, (II) ITS MERCHANTABILITY, (III) ITS FITNESS FOR ANY PARTICULAR PURPOSE, OR (IV) ITS CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, AND ALL PERSONAL PROPERTY AND EQUIPMENT IS DELIVERED “AS IS, WHERE IS” IN THE CONDITION IN WHICH THE SAME EXISTS. Table of this Agreement or the Disclosure Schedule, or Transaction Documents, which representations and warranties are the only representations and warranties that Buyer is relying on in connection with its execution of this Agreement.Contents

Limitation of Representations and Warranties. Buyer agrees that(a) The parties hereto acknowledge and agree that neither Seller nor Seller's Parent makes, except for and neither Seller nor Seller's Parent has made, any representations or warranties relating to Seller, Seller's Parent or any of the PRC Companies, or any of the transactions contemplated by this Agreement, other than the representations and warranties made by Seller and CPBR that are expressly set forth in Article III this Agreement or in any agreement or certificate delivered pursuant hereto or in connection herewith. Without limiting the generality of the disclaimer set forth in the preceding sentence, other than the representations and warranties expressly set forth in this Agreement, the Disclosure Schedule (as amended and supplemented through Closing) and the Transaction DocumentsAgreement or in any agreement or certificate delivered pursuant hereto or in connection herewith, neither Seller nor CPBR Seller's Parent makes, has made and or shall not be deemed to have made any representations or warranties, in any presentation or written information relating to Buyer the business of any of the PRC Companies given or to any of its representatives any representation or warranty of any kind. Except as expressly set forth in this Agreement, no Person has been authorized by Seller or CPBR to make any representation or warranty relating to CPBR or its respective businesses or operations, or otherwise be given in connection with the transactions contemplated by this Agreement andAgreement, if madein any filing made or to be made by or on behalf of any of the PRC Companies with any Governmental Entity, the and no statement, made in any such presentation or written materials, made in any such filing or contained in any such other information shall be deemed a representation or warranty may not be relied uponhereunder or otherwise. Without limiting the generality No Person has been authorized by Seller, Seller's Parent or any of the foregoing, except as set forth in Article III of this Agreement and in the Disclosure Schedule and Transaction Documents, Buyer agrees that neither the Seller or CPBR nor any of their Affiliates nor any other Person makes or has made PRC Companies to make any representation or warranty to Buyer in respect of Seller, Seller's Parent or any of the PRC Companies, or in connection with the transactions contemplated by this Agreement, unless contained in this Agreement. (b) Whenever any statement herein or in any schedule, exhibit, certificate or other document delivered to any party pursuant to this Agreement is made "to [its] knowledge" or "to [its] best knowledge" or words of its representatives with respect to: (1) similar intent or effect of any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of CPBR or the future business, operations or affairs of CPBR heretofore or hereafter delivered to or made available to Buyer party or its representatives; or representative, such statement shall be deemed to be made to the best knowledge of (2x) any other information, statements or documents heretofore or hereafter delivered to or made available to Buyer or its representatives, including the information in the data room with respect to CPBR the PRC Companies, Senior Vice Presidents or higher ranking officials of PRC, (y) with respect to Seller and Seller's Parent, the businessPresident, operations or affairs Vice President and Chief Financial Officer and Vice President and General Counsel of CPBRSell▇▇'▇ ▇arent, except and shall be deemed to the extent and as expressly covered by include a representation that a reasonable investigation of the subject matter thereof has been conducted, and warranty contained in Article III (z) with respect to Buyer, Senior Vice Presidents or higher ranking officials of this Agreement Buyer. With respect to Seller and Seller's Parent, a reasonable investigation shall mean that senior management of the pertinent corporation have shown the Employees set forth on Schedule 12.1(b) hereto the relevant statement and have consulted with such individuals as to whether they have knowledge of any fact or the Disclosure Schedule, or Transaction Documents, which representations and warranties are the only representations and warranties circumstance that Buyer is relying on in connection with its execution of this Agreementwould make such statement untrue.