filing a notice of said termination in the county in which the Land is located.
10.15
Merger Provision.
Except as otherwise expressly provided herein, any
and all rights of action of Purchaser for any breach by Seller of any
representation, warranty or covenant contained in this Agreement shall merge
with the Assignment of Hotel Leases and other instruments executed at Closing,
shall terminate at Closing and shall not survive Closing.
10.16
DTPA Waiver.
PURCHASER HEREBY REPRESENTS AND WARRANTS TO SELLER THAT
(A) PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION,
(B) PURCHASER IS REPRESENTED BY LEGAL COUNSEL, AND (C) PURCHASER IS SEEKING TO
ACQUIRE THE PROPERTY, WHICH WILL NOT BE USED AS A FAMILY RESIDENCE, FOR A
CONSIDERATION THAT EXCEEDS $500,000, OR (D) (i) PURCHASER IS A BUSINESS ENTITY
THAT EITHER HAS ASSETS OF $25,000,000 OR MORE OR IS OWNED OR CONTROLLED BY A
CORPORATION OR ENTITY WITH ASSETS OF $25,000,000 OR MORE, OR (ii) PURCHASER IS A
SOPHISTICATED REAL ESTATE INVESTOR AND HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL
AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THIS
TRANSACTION.
PURCHASER HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY
RIGHTS, REMEDIES AND BENEFITS UNDER ANY CONSUMER PROTECTION LAW, WHETHER
FEDERAL, STATE OR LOCAL.
PURCHASER COVENANTS NOT TO SUE SELLER UNDER ANY SUCH
CONSUMER PROTECTION LAW.
10.17
Jury Waiver.
PURCHASER AND SELLER DO HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, OR UNDER OR IN CONNECTION WITH THIS
AGREEMENT, THE DOCUMENTS DELIVERED BY PURCHASER AT CLOSING OR SELLER AT CLOSING,
OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ANY ACTIONS OF
PURCHASE AND SALE AGREEMENT
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Renaissance Chicago Downtown Hotel
EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS AGREEMENT OR THE
PROPERTY (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS
AGREEMENT AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS
FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).
THIS WAIVER IS A
MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO AND ACCEPT THIS AGREEMENT AND THE
DOCUMENTS DELIVERED BY PURCHASER AT CLOSING AND SHALL SURVIVE THE CLOSING OF
TERMINATION OF THIS AGREEMENT.
10.18
Limitation on Liability.
No present or future direct or indirect
partner, member, director, officer, shareholder, affiliate, employee, advisor,
agent, attorney, asset manager, or sub-asset manager of or in Seller or
Purchaser shall have any personal liability, directly or indirectly, under or in
connection with this Agreement or any of the transactions contemplated hereby or
any agreement made or entered into under or in connection with the provisions of
this Agreement or such transactions, or any amendment or amendments to any of
the foregoing made at any time or times, heretofore or hereafter, and Purchaser
and its successors and assigns shall look solely to Seller's interest in the
Property for the payment of any claim or for any performance, and each party
hereby