Acknowledgment of Disclaimer of Profits. Buyer expressly acknowledges and agrees that Seller has not made any representation or warranty with respect to the future profitability or financial prospects of the Company after the Closing Date.

Sellers’ Warranties. Each Seller severally, and not jointly, hereby represent and warrant to the Company, as to itself, that:

Product Warranties. TLC hereby represents and warrants that all TLC Products delivered under this Agreement by TLC Group shall # comply with all applicable specifications (to be mutually agreed upon before TLC Products delivery); # be manufactured, packaged, labeled and delivered in compliance with all Applicable Law in the China Territory; # not be misbranded or adulterated and # not infringe any Third Party’s intellectual property right. Each delivery of TLC Products shall be accompanied by a certificate of release, in a form mutually agreed by the Parties,

Seller’s Warranties. Seller warrants to the Company [and [[Organization A:Organization]] Lux] that:

The Employee represents and warrants that he is under no contractual or other obligation that would prevent him from accepting the Employer’s offer of employment as set forth herein.

Mutual Warranties. Each Party represents and warrants to the other Party that, as of the Effective Date:

the Rent previously payable (or which would have been payable but for any abatement or suspension of the Rent or restriction on the right to collect it) under the Lease prior to forfeiture or disclaimer; and

Seller’s Indemnity Obligations. Subject to the limitations set forth in this Article VI and [Section 7.1] and subject to the disclaimer of warranties set forth in [Section 3.9], Seller shall indemnify and hold harmless Purchaser and the Purchaser’s shareholders, members, officers, directors, employees, agents, representatives and affiliates (each a “Purchaser Indemnified Party”) from and against any and all claims, actions, causes of action, arbitrations, proceedings, losses, damages, liabilities, judgments, fines, penalties, consultant's fees and expenses, including, without limitation, reasonable attorneys’ fees and costs and fees and costs of investigation (collectively, the “Damages”), incurred by a Purchaser Indemnified Party or for which a Purchaser Indemnified Party bears responsibility as a result of:

WAIVER OF WARRANTY. BUYER ACKNOWLEDGES THAT IN MAKING THE DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, BUYER HAS RELIED SOLELY ON # THE EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER # BUYER’S OWN INDEPENDENT DUE DILIGENCE INVESTIGATION OF THE LEASES, # ITS OWN EXPERTISE AND JUDGMENT AND THE ADVICE AND COUNSEL OF ITS OWN LEGAL, TAX, ECONOMIC, ENVIRONMENTAL, ENGINEERING, GEOLOGICAL AND GEOPHYSICAL AND OTHER ADVISORS AND CONSULTANTS (AND NOT ON ANY COMMENTS OR STATEMENTS OF SELLER OR ANY REPRESENTATIVES OF, OR CONSULTANTS OR ADVISORS ENGAGED BY, SELLER EXCEPT WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES OF THE SELLER AS EXPRESSLY SET FORTH IN THIS AGREEMENT), AND # BUYER’S OWN DETERMINATION BASED ON ITS DUE DILIGENCE INVESTIGATION OF THE LEASES THAT, UPON THE CLOSING, IT WILL BE FULLY SATISFIED WITH THE CONDITION OF THE LEASES AS PROVIDED IN THIS AGREEMENT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE PURCHASE PRICE WAS NEGOTIATED AND AGREED UPON AFTER CONSIDERATION OF THIS DISCLAIMER AND WAIVER OF WARRANTY.

requires (in the event of a disclaimer of liability under this Lease) the assignor (or former tenant as the case may be) to enter into a new tenancy for a term equal to the unexpired residue of the Contractual Term; and