OF SELLER HAS NOT, DOES
NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO
(A) COMPLIANCE WITH ANY ENVIRONMENTAL LAWS, HEALTH OR SAFETY LAWS, RULES OR
REGULATIONS OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING,
TREATING, STORING OR DISPOSING OF ANY HAZARDOUS SUBSTANCES, OR (B) ABSENCE OF
ANY CLAIMS, WHETHER ASSERTED OR UNASSERTED, WITH RESPECT TO COMPLIANCE WITH
ENVIRONMENTAL LAWS OR ENVIRONMENTAL, FIRE LIFE SAFETY OR HEALTH AND WELFARE
CONDITIONS AT THE PROPERTY.
AS A MATERIAL PART OF THE CONSIDERATION TO SELLER
FOR THE SALE OF THE HOTEL HEREUNDER, PURCHASER HEREBY WAIVES AND RELINQUISHES,
AND RELEASES SELLER, MANAGER AND ALL OF SELLER'S AND MANAGER'S OFFICERS,
DIRECTORS, SHAREHOLDERS, INVESTORS, MEMBERS, EMPLOYEES AND AGENTS (COLLECTIVELY,
"SELLER RELEASE PARTIES") FROM ANY AND ALL CLAIMS AND REMEDIES (INCLUDING,
WITHOUT LIMITATION, ANY RIGHT OF RESCISSION) AGAINST SELLER RELEASE PARTIES OR
ANY OF THEM BASED DIRECTLY OR INDIRECTLY ON (A) ANY PAST, PRESENT OR FUTURE
CONDITION OF THE HOTEL, INCLUDING, WITHOUT LIMITATION, THE RELEASE OR PRESENCE
OF ANY HAZARDOUS SUBSTANCES, MOLD, COMMUNICABLE DISEASE OR OTHER HEALTH OR
WELFARE ISSUE OR (B) ANY MISREPRESENTATION, OR FAILURE TO DISCLOSE TO PURCHASER
ANY INFORMATION REGARDING THE HOTEL (INCLUDING, WITHOUT LIMITATION, ANY
DEFECTIVE, HAZARDOUS OR UNLAWFUL CONDITION OF WHICH SELLER SHOULD BE AWARE,
WHETHER OR NOT SUCH
15
CONDITION REASONABLY COULD HAVE BEEN DISCOVERED BY PURCHASER THROUGH AN
INSPECTION OF THE HOTEL OR ANY PORTION THEREOF OR THE PROPERTY RECORDS).
NOTWITHSTANDING ANYTHING STATED TO THE CONTRARY IN THIS AGREEMENT, THE FOREGOING
RELEASE SHALL NOT EXTEND TO (AND SHALL EXPRESSLY EXCLUDE) CLAIMS ARISING FROM
SELLER'S FRAUD OR, SUBJECT TO THE TERMS OF THIS AGREEMENT, SELLER'S BREACH OF
THE SELLER REPRESENTATIONS OR ITS EXPRESS COVENANTS AND OBLIGATIONS (INCLUDING
INDEMNITY OBLIGATIONS) SET FORTH IN THIS AGREEMENT AND SUBJECT TO THE TERMS OF
THIS AGREEMENT.
PURCHASER UNDERSTANDS THAT SUCH WAIVER AND RELEASE INCLUDES
STATUTORY AS WELL AS "COMMON LAW" AND EQUITABLE RIGHTS AND REMEDIES AND THAT IT
COVERS POTENTIAL CLAIMS OF WHICH PURCHASER MAY BE CURRENTLY UNAWARE OR UNABLE TO
DISCOVER.
PURCHASER ACKNOWLEDGES THAT THE FOREGOING WAIVER AND RELEASE IS OF
MATERIAL CONSIDERATION TO SELLER IN ENTERING INTO THIS AGREEMENT, THAT
PURCHASER'S COUNSEL HAS ADVISED PURCHASER OF THE POSSIBLE LEGAL CONSEQUENCES OF
MAKING SUCH WAIVER AND RELEASE AND THAT PURCHASER HAS TAKEN INTO ACCOUNT, IN
AGREEING TO PURCHASE THE HOTEL AT THE PURCHASE PRICE SPECIFIED HEREIN, SELLER'S
DISCLAIMER OF ANY WARRANTIES AND REPRESENTATIONS REGARDING THE HOTEL OTHER THAN
THOSE EXPRESSLY SET FORTH HEREIN.
NOTHING HEREIN, HOWEVER, SHALL RELEASE SELLER
FROM ANY LIABILITY IN CONNECTION WITH ANY FRAUD BY SELLER OR SUBJECT TO THE
TERMS OF THIS AGREEMENT, FOR A BREACH OF A SELLER REPRESENTATION.
Purchaser further agrees and acknowledges that, in giving the foregoing waiver
and release, it has with its legal counsel, considered any statute or other law
that might apply to and limit the effect of Purchaser's waiver and release
herein and hereby knowingly waives the benefits of any such law and intends that
it not be