Common use of Limitations on Representations and Warranties Clause in Contracts

Limitations on Representations and Warranties. In the case of a Trade Sale approved by the Dragging Shareholders, the non-Dragging Shareholders (and any 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 the case may be) (as determined pursuant to the decision of a final non-appealable court of competent jurisdiction in accordance with Sections 16.10 (Governing Law) and 16.11 (Dispute Resolution)), or (iii) agree to any covenant 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, as 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, as the case may be), unless such non-Dragging Shareholder (or such Investor, as the case may be) is a Group Company officer or employee. If an escrow amount is required for the liability of any non-Dragging Shareholder with respect to any representation and warranty or covenant made by the Company and/or the non-Dragging Shareholders in connection with such Trade Sale, the Dragging Shareholders shall use commercially reasonable efforts to keep the escrow percentage in the aggregate of the consideration payable to all Shareholders of the Company and escrow period to the minimum.

Limitations on Representations and Warranties. In (a) Each of Seller’s Warranties shall be deemed modified to reflect any changes in the case 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 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 such inaccurate, untrue or incorrect Seller’s Warranty has a Trade Sale approved by the Dragging ShareholdersProperty Material Adverse Effect, the non-Dragging Shareholders and (and any Investorsb) 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 required 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) make that the Buyer has actual knowledge of a particular fact or circumstance or information that is inconsistent with any representationsSeller’s Warranty, warranties or covenants (ii) this Agreement, any closing documents executed by Sellers, any document posted in the electronic data room or delivered directly to Buyer no later than five (5) Business Days prior to the expiration of the Due Diligence Deadline, or any third party reports prepared or obtained by any Buyer’s Representatives and delivered to Buyer in connection with such Trade Sale other than Buyer’s due diligence discloses a particular fact or circumstance or contains information that is inconsistent with respect any Seller’s Warranty. (b) If prior 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 claimsClosing, (iii) be liable for the breach Buyer has actual knowledge (or Buyer is deemed to have knowledge as defined in subparagraph (a) above) that any of Seller’s Warranties is inaccurate, untrue or incorrect and Buyer gives Sellers notice thereof (Buyer agreeing to give Seller written notice thereof within five (5) Business Days of obtaining such actual knowledge but, in any representationevent, warranty or covenant made by any other person in connection with prior to the Trade Sale, other than the CompanyClosing Date, and any liability shall be limited to whether or not such non-Dragging Shareholderinaccurate, untrue or incorrect Seller’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 Warranty has 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 the case may be) (as determined pursuant to the decision of a final non-appealable court of competent jurisdiction in accordance with Sections 16.10 (Governing Law) and 16.11 (Dispute Resolution)Property Material Adverse Effect), or (iiiii) agree Sellers shall notify Buyer that any of Seller’s Warranties is untrue, inaccurate or incorrect, then Sellers may, in its sole discretion, elect by notice to Buyer to adjourn the Closing for up to thirty (30) days in order to attempt to cure or correct such untrue, inaccurate or incorrect Seller’s Warranty. If any covenant such inaccurate, untrue or incorrect Seller’s Warranty has a Property Material Adverse Effect, and (A) is not to compete cured or covenant not to solicit customers corrected by Sellers on or suppliers of any party to before the Trade Sale Closing Date (but as the same may be required adjourned as provided above) or (B) such inaccuracy or such Property Material Adverse Effect is not cured by an offset from the Purchase Price on or before the Closing Date (as the same may be adjourned as provided above) in such amount as is reasonably determined by Buyer and Sellers to agree offset or cure the impact of such inaccuracy causing such Property Material Adverse Effect as aforesaid, then such inaccurate, untrue or incorrect Seller’s Warranty shall constitute a failure of the Buyer’s Conditions as set forth in Section 8.1 and Buyer, as its sole remedy shall elect either (x) to covenant not waive such misrepresentations or breaches of Seller’s Warranties and consummate the Transaction contemplated hereby without any reduction of or credit against the Purchase Price, or (y) to solicit Group Company officers Terminate this Agreement by notice given to Sellers on or before the Closing Date, in which event, (i) the Deposit shall be returned to Buyer (provided, further, that if, and employees only if, the inaccuracy or misrepresentation of such Seller’s Warranty existed as of the Effective Date and any Seller had knowledge of such inaccuracy or misrepresentation on the Effective Date, or if the inaccuracy or misrepresentation of such non-Dragging Shareholder Seller’s Warranty is the result of the intentional act or omission of a Seller after the Effective Date in violation of the terms of this Agreement, Buyer shall have the right to avail itself of the remedies provided in, and subject to, Section 11.2) and (ii) this Agreement shall be Terminated and neither party shall have any further rights, obligations or liabilities hereunder except as otherwise specifically provided herein. (c) The provisions of this Section 4.25 shall survive Closing or any such Investor, as 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, as the case may be), unless such non-Dragging Shareholder (or such Investor, as the case may be) is a Group Company officer or employee. If an escrow amount is required for the liability earlier termination of any non-Dragging Shareholder with respect to any representation and warranty or covenant made by the Company and/or the non-Dragging Shareholders in connection with such Trade Sale, the Dragging Shareholders shall use commercially reasonable efforts to keep the escrow percentage in the aggregate of the consideration payable to all Shareholders of the Company and escrow period to the minimumthis Agreement.

Limitations on Representations and Warranties. 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 Purchaser, 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. Purchaser agrees to take the Real 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. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH 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. PURCHASER, 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 case of a Trade Sale approved by the Dragging Shareholders, the non-Dragging Shareholders (and any Investors) shall not be required to (i) make any representations, warranties or covenants in connection with such Trade Sale other than event Purchaser's accountants request an audit letter 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 audits, Seller shall supply such a letter in a form reasonably acceptable to convey title thereto free and clear of liensSeller; provided, encumbrances or adverse claimsthat, (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 shall such non-Dragging Shareholder (letter expand 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 the case may be) (as determined pursuant to the decision of a final non-appealable court of competent jurisdiction in accordance with Sections 16.10 (Governing Law) enhance Seller's representations and 16.11 (Dispute Resolution)), or (iii) agree to any covenant 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, as 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, as the case may be), unless such non-Dragging Shareholder (or such Investor, as the case may be) is a Group Company officer or employee. If an escrow amount is required for the liability of any non-Dragging Shareholder with respect to any representation and warranty or covenant made by the Company and/or the non-Dragging Shareholders in connection with such Trade Sale, the Dragging Shareholders shall use commercially reasonable efforts to keep the escrow percentage in the aggregate of the consideration payable to all Shareholders of the Company and escrow period to the minimumwarranties under this Agreement.

Limitations on Representations and Warranties. In KPR is selling ----------- -- --------------- --- ---------- to Buyer and Buyer is buying from KPR the case of a Trade Sale approved by Interest, and thereby its indirect interest in the Dragging ShareholdersProject Partnership and the Project, KES is assigning to Assignee and Assignee taking in assignment from KES, the non-Dragging Shareholders 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 4, responsible for compliance with requirements of any Investors) shall laws, ordinances, governmental rules or regulations including, but not be required to (i) make any representationslimited to, warranties or covenants in connection with such Trade Sale other than laws with respect to the good and marketable titles environmental matters, patent, trademark, copyright or trade secret infringement, or for any direct, indirect, incidental, punitive, consequential or other damages arising out of the Equity Securities held by such non-Dragging Shareholders (and/or ownership, use of or inability to use the Purchased Assets, including any Investors) and its respective ability to convey title thereto free and clear portion of liens, encumbrances the Interest 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 the case may be) (as determined pursuant to the decision of a final non-appealable court of competent jurisdiction in accordance with Sections 16.10 (Governing Law) and 16.11 (Dispute Resolution)), or (iii) agree to any covenant 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, as 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, as the case may be), unless such non-Dragging Shareholder (or such Investor, as the case may be) is a Group Company officer or employee. If an escrow amount is required for the liability of any non-Dragging Shareholder with respect to any representation and warranty or covenant made by the Company and/or the non-Dragging Shareholders in connection with such Trade Sale, the Dragging Shareholders shall use commercially reasonable efforts to keep the escrow percentage indirect interest in the aggregate of Project Partnership or the consideration payable to all Shareholders of the Company and escrow period to the minimumProject.

Limitations on Representations and Warranties. In Purchaser hereby agrees and acknowledges as follows, subject to and except for the case representations and warranties of a Trade Sale approved Seller 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 Purchaser, 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. Purchaser agrees to take the Real Property and the Personal Property "as is," as of the date hereof, reasonable wear and tear, and minor damage caused by the Dragging Shareholdersremoval of any personal property or fixtures not included in this sale, the non-Dragging Shareholders (excepted. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH 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. PURCHASER, 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 any Investors) shall 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 required to (i) make any representationsexpressly set forth in Section 10.2 below, warranties or covenants in connection with such Trade Sale other than with respect Seller makes no representation as 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 accuracy 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 the case may be) (as determined pursuant to the decision of a final non-appealable court of competent jurisdiction in accordance with Sections 16.10 (Governing Law) and 16.11 (Dispute Resolution)), or (iii) agree to any covenant 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, as 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, as the case may be), unless such non-Dragging Shareholder (or such Investor, as the case may be) is a Group Company officer or employee. If an escrow amount is required for the liability of any non-Dragging Shareholder with respect to any representation and warranty or covenant made by the Company and/or the non-Dragging Shareholders in connection with such Trade Sale, the Dragging Shareholders shall use commercially reasonable efforts to keep the escrow percentage in the aggregate of the consideration payable to all Shareholders of the Company and escrow period to the minimumcompleteness thereof.

Limitations on Representations and Warranties. In 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 case subject matter of a Trade Sale approved 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 Purchaser, 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. Purchaser agrees to take the Real Property and the Personal Property "as is," as of the date hereof, reasonable wear and tear, and minor damage caused by the Dragging Shareholdersremoval of any personal property or fixtures not included in this sale, the non-Dragging Shareholders (excepted. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH 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. PURCHASER, 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 any Investors) shall 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 be required to (i) make any representationsprepared or reviewed by independent public accountants, warranties or covenants in connection with such Trade Sale other than with respect and that Seller makes no representation as 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 accuracy 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 the case may be) (as determined pursuant to the decision of a final non-appealable court of competent jurisdiction in accordance with Sections 16.10 (Governing Law) and 16.11 (Dispute Resolution)), or (iii) agree to any covenant 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, as 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, as the case may be), unless such non-Dragging Shareholder (or such Investor, as the case may be) is a Group Company officer or employee. If an escrow amount is required for the liability of any non-Dragging Shareholder with respect to any representation and warranty or covenant made by the Company and/or the non-Dragging Shareholders in connection with such Trade Sale, the Dragging Shareholders shall use commercially reasonable efforts to keep the escrow percentage in the aggregate of the consideration payable to all Shareholders of the Company and escrow period to the minimumcompleteness thereof.

Limitations on Representations and Warranties. In Buyer hereby agrees and acknowledges that, except as set forth in Sections 10.1 through 10.15 above, or elsewhere in this Agreement specifically provided, neither Seller nor its Affiliates nor any agent, attorney, employee or representative of Seller or its Affiliates has made any representation whatsoever regarding the case subject matter of a Trade Sale approved this transaction, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or physical or environmental condition of the Real 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 unless such statement or information is expressly incorporated in this Agreement. Buyer agrees that except as expressly set forth in this Agreement, its purchase of the Dragging ShareholdersProperty Assets shall be "as is, where is" as of the non-Dragging Shareholders (date hereof, reasonable wear and tear excepted. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY ASSETS OR THE SUITABILITY THEREOF FOR ANY PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER DISCLAIMS ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY ASSETS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, BY EXECUTION OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AGREES THAT IT HAS INSPECTED THE PROPERTY ASSETS AND THAT BUYER SHALL ACCEPT SAME "AS IS" AND "WITH ALL FAULTS". Buyer understands that, except as may otherwise be expressly provided in this Agreement, any Investors) financial statements and data, including, without limitation, gross rental income, operating expenses and cash flow statements made, or to be made available by Seller or Seller's Affiliates to Buyer have been and will be unaudited financial statements and data or abstracts not prepared or reviewed by independent public accountants, and that except as expressly set forth in this Agreement, Seller makes no representation as to the accuracy or completeness thereof. Buyer acknowledges that this Agreement has been entered into after full investigation, or with Buyer's satisfaction with the opportunity afforded for investigation. The terms and provisions of this Section 10.16 shall survive Closing or any termination of this Agreement. Seller shall not be required considered to have breached a representation or warranty hereunder if Seller in good faith discovers additional information after the full execution and delivery hereof and not less than ten (i10) make any representations, warranties or covenants in connection with such Trade Sale other than with respect days prior to the good Closing supplements the Schedules or updates the representations and marketable titles warranties made herein immediately upon such discovery, provided that such additional information does not have in the context of the Equity Securities held by such non-Dragging Shareholders (and/or any Investors) and its respective subject transaction a material adverse effect upon the value of the Property Assets, title to the Real Property or upon Buyer's ability to convey title thereto free acquire and clear of liens, encumbrances or adverse claims, (ii) be liable for finance 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 the case may be) (as determined pursuant to the decision of a final non-appealable court of competent jurisdiction in accordance with Sections 16.10 (Governing Law) and 16.11 (Dispute Resolution)), or (iii) agree to any covenant 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, as 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, as the case may be), unless such non-Dragging Shareholder (or such Investor, as the case may be) is a Group Company officer or employee. If an escrow amount is required for the liability of any non-Dragging Shareholder with respect to any representation and warranty or covenant made by the Company and/or the non-Dragging Shareholders in connection with such Trade Sale, the Dragging Shareholders shall use commercially reasonable efforts to keep the escrow percentage in the aggregate of the consideration payable to all Shareholders of the Company and escrow period to the minimumProperty Assets.

Limitations on Representations and Warranties. In KPR is selling to Buyer and Buyer is buying from KPR the case of a Trade Sale approved by Interest, and thereby its indirect interest in the Dragging ShareholdersProject Partnership and the Project, KES is assigning to Assignee and Assignee taking in assignment from KES, the non-Dragging Shareholders 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 4, responsible for compliance with requirements of any Investors) shall laws, ordinances, governmental rules or regulations including, but not be required to (i) make any representationslimited to, warranties or covenants in connection with such Trade Sale other than laws with respect to the good and marketable titles environmental matters, patent, trademark, copyright or trade secret infringement, or for any direct, indirect, incidental, punitive, consequential or other damages arising out of the Equity Securities held by such non-Dragging Shareholders (and/or ownership, use of or inability to use the Purchased Assets, including any Investors) and its respective ability to convey title thereto free and clear portion of liens, encumbrances the Interest 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 the case may be) (as determined pursuant to the decision of a final non-appealable court of competent jurisdiction in accordance with Sections 16.10 (Governing Law) and 16.11 (Dispute Resolution)), or (iii) agree to any covenant 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, as 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, as the case may be), unless such non-Dragging Shareholder (or such Investor, as the case may be) is a Group Company officer or employee. If an escrow amount is required for the liability of any non-Dragging Shareholder with respect to any representation and warranty or covenant made by the Company and/or the non-Dragging Shareholders in connection with such Trade Sale, the Dragging Shareholders shall use commercially reasonable efforts to keep the escrow percentage indirect interest in the aggregate of Project Partnership or the consideration payable to all Shareholders of the Company and escrow period to the minimumProject.

Limitations on Representations and Warranties. In 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 case subject matter of a Trade Sale approved 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 Dragging Shareholders, the non-Dragging Shareholders (and any 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 removal of any representationpersonal property or fixtures not included in this sale, warranty or covenant made by any other person in connection with the Trade Saleexcepted. EXCEPT AS SET FORTH IN SECTION 10.2 BELOW, other than the CompanySELLER 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, and any liability shall be limited to such non-Dragging Shareholder’s (or any such Investor’sBY ACCEPTANCE OF THE DEED, 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 the case may be) (as determined pursuant to the decision of a final non-appealable court of competent jurisdiction in accordance with Sections 16.10 (Governing Law) and 16.11 (Dispute Resolution)), or (iii) agree to any covenant 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, as 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, as the case may be), unless such non-Dragging Shareholder (or such Investor, as the case may be) is a Group Company officer or employee. If an escrow amount is required for the liability of any non-Dragging Shareholder with respect to any representation and warranty or covenant made by the Company and/or the non-Dragging Shareholders in connection with such Trade Sale, the Dragging Shareholders shall use commercially reasonable efforts to keep the escrow percentage in the aggregate of the consideration payable to all Shareholders of the Company and escrow period to the minimumAGREES THAT IT HAS INSPECTED THE PROPERTY AND ACCEPTS SAME “AS IS” AND “WITH ALL FAULTS”.

Limitations on Representations and Warranties. In (a) To the case of a Trade Sale approved by the Dragging ShareholdersSellers’ knowledge, the non-Dragging Shareholders (and any Investors) shall not be required to (i) make any representationsthe Sellers have heretofore made available to Alon, warranties or covenants in connection with such Trade Sale other than with respect all material, documentary information pertaining to the good assets, properties, businesses and marketable titles operations of the Equity Securities held 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 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 used by such non-Dragging Shareholders (and/or any Investors) the Acquired Companies; and its respective ability to convey title thereto free taxation matters), and clear of liens, encumbrances or adverse claims, (ii) be liable for the breach Sellers have provided Alon with all such information that Alon has requested. TO THE SELLERS’ KNOWLEDGE, THEY HAVE NOT KNOWINGLY PROVIDED, AND WILL NOT KNOWINGLY PROVIDE, FALSE, MISLEADING OR INCORRECT INFORMATION TO ALON, AND HAVE NOT KNOWINGLY WITHHELD (AND WILL NOT KNOWINGLY WITHHOLD) MATERIAL INFORMATION ABOUT THE ACQUIRED COMPANIES, BUT EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SELLERS HAVE MADE AND ARE MAKING NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE ACCURACY, RELIABILITY, COMPLETENESS OR DEPENDABILITY OF ANY DATA OR INFORMATION THAT THE SELLERS HAVE PROVIDED OR WILL PROVIDE TO ALON IN CONNECTION WITH THIS AGREEMENT. (b) To the Sellers’ knowledge, Alon is not in breach, as of the date hereof, 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 the case may be) (as determined pursuant to the decision of a final non-appealable court of competent jurisdiction in accordance with Sections 16.10 (Governing Law) and 16.11 (Dispute Resolution)), or (iii) agree to any covenant 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, as 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, as the case may be), unless such non-Dragging Shareholder (or such Investor, as the case may be) is a Group Company officer or employee. If an escrow amount is required for the liability of any non-Dragging Shareholder with respect to any representation and warranty or covenant made by the Company and/or the non-Dragging Shareholders in connection with such Trade Sale, the Dragging Shareholders shall use commercially reasonable efforts to keep the escrow percentage in the aggregate of the consideration payable to all Shareholders representations or warranties of the Company and escrow period to the minimumAlon contained in this Agreement.

Limitations on Representations and Warranties. In 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 case subject matter of a Trade Sale approved by this sale, or any part thereof, including (without limiting the Dragging Shareholders, generality of the non-Dragging Shareholders (and any Investorsforegoing) shall not be required to (i) make any representations, warranties or covenants in connection with such Trade Sale other than with respect representations as to the good and marketable titles physical nature or condition of the Equity Securities held by such non-Dragging Shareholders (Property or the capabilities thereof, and that Purchaser, in executing, delivering and/or performing this Agreement, does not rely upon any Investors) and its respective ability statement and/or information to convey title thereto free and clear of lienswhomever made or given, encumbrances directly or adverse claimsindirectly, (ii) be liable for the breach of any representationorally or in writing, warranty or covenant made by any other person in connection with individual, firm or corporation. Purchaser agrees to take the Trade SaleReal Property and the Personal Property "as is," as of the date hereof, other than reasonable wear and tear, excepted. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE FOR WHICH 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, EXCEPT AS SET FORTH IN SECTION 10.2 HEREOF, ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASER, 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 Companyexception of the Rent Roll, and any liability shall be limited to such non-Dragging Shareholder’s (or any such Investor’s, that Seller makes no representation 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 the case may be) (as determined pursuant to the decision of a final non-appealable court of competent jurisdiction in accordance with Sections 16.10 (Governing Law) and 16.11 (Dispute Resolution)), accuracy or (iii) agree to any covenant 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, as 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, as the case may be), unless such non-Dragging Shareholder (or such Investor, as the case may be) is a Group Company officer or employee. If an escrow amount is required for the liability of any non-Dragging Shareholder with respect to any representation and warranty or covenant made by the Company and/or the non-Dragging Shareholders in connection with such Trade Sale, the Dragging Shareholders shall use commercially reasonable efforts to keep the escrow percentage in the aggregate of the consideration payable to all Shareholders of the Company and escrow period to the minimumcompleteness thereof.