BY ANY
BROKER, FINDER OR ANY PARTY WHO CLAIMS TO HAVE DEALT WITH SUCH PARTY EXCEPT
BROKER. THE FOREGOING REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION
SHALL SURVIVE THE CLOSING. THE TEXAS REAL ESTATE LICENSE ACT REQUIRES WRITTEN
NOTICE TO PURCHASER THAT IT SHOULD HAVE AN ATTORNEY EXAMINE AN ABSTRACT OF TITLE
TO THE PROPERTY BEING PURCHASED OR OBTAIN A TITLE INSURANCE POLICY. NOTICE TO
THAT EFFECT IS, THEREFORE, HEREBY GIVEN TO PURCHASER.
9.2
ERISA. PURCHASER REPRESENTS THAT PURCHASER
IS NOT AN EMPLOYEE BENEFIT PLAN OR A GOVERNMENTAL PLAN OR A PARTY IN INTEREST OF
EITHER SUCH A PLAN, AND THAT THE FUNDS BEING USED TO ACQUIRE THE PROPERTY ARE
NOT PLAN ASSETS OR SUBJECT TO STATE LAWS REGULATING INVESTMENTS OF AND FIDUCIARY
OBLIGATIONS WITH RESPECT TO A GOVERNMENTAL PLAN. AS USED HEREIN, THE TERMS
"EMPLOYEE BENEFIT PLAN", "PARTY IN INTEREST", "PLAN ASSETS" AND "GOVERNMENTAL
PLAN" SHALL HAVE THE RESPECTIVE MEANINGS ASSIGNED TO SUCH TERMS IN ERISA, AND
THE TERM "ERISA" SHALL MEAN THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED, AND THE REGULATIONS PROMULGATED IN CONNECTION THEREWITH. UPON THE
REQUEST OF SELLER, PURCHASER SHALL DELIVER TO SELLER AT CLOSING A CERTIFICATE
STATING THAT THE FOREGOING REPRESENTATIONS ARE TRUE AND CORRECT AND CONTAINING
AN AGREEMENT BY PURCHASER TO INDEMNIFY SELLER AGAINST ANY INACCURACY IN SUCH
REPRESENTATIONS. THE FOREGOING COVENANTS SHALL SURVIVE CLOSING.
9.3
ASSIGNABILITY. PURCHASER MAY NOT ASSIGN ITS
RIGHTS UNDER THIS AGREEMENT TO ANYONE OTHER THAN A PERMITTED ASSIGNEE (AS
HEREINAFTER DEFINED) WITHOUT FIRST OBTAINING (A) SELLER'S WRITTEN APPROVAL,
WHICH MAY BE GIVEN OR WITHHELD IN SELLER'S SOLE DISCRETION, AND (B) THE WRITTEN
APPROVAL OF LENDER AND HOTEL LENDER. SUBJECT TO THE CONDITIONS SET FORTH IN THIS
SECTION 9.3, PURCHASER MAY ASSIGN ITS RIGHTS UNDER THIS AGREEMENT TO A PERMITTED
ASSIGNEE WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER. IN THE EVENT THAT
PURCHASER DESIRES TO ASSIGN ITS RIGHTS UNDER THIS AGREEMENT TO A PERMITTED
ASSIGNEE, PURCHASER SHALL SEND WRITTEN NOTICE TO SELLER AT LEAST FIVE
(5) BUSINESS DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH ASSIGNMENT STATING THE
NAME AND, IF APPLICABLE, THE CONSTITUENT PERSONS OR ENTITIES OF THE PERMITTED
ASSIGNEE. SUCH ASSIGNMENT SHALL NOT BECOME EFFECTIVE UNTIL SUCH PERMITTED
ASSIGNEE EXECUTES AN INSTRUMENT REASONABLY SATISFACTORY TO SELLER IN FORM AND
SUBSTANCE WHEREBY THE PERMITTED ASSIGNEE EXPRESSLY ASSUMES EACH OF THE
OBLIGATIONS OF PURCHASER UNDER THIS AGREEMENT, INCLUDING SPECIFICALLY, WITHOUT
LIMITATION, ALL OBLIGATIONS CONCERNING THE EARNEST MONEY. NO ASSIGNMENT SHALL
RELEASE OR OTHERWISE RELIEVE PURCHASER FROM ANY OBLIGATIONS HEREUNDER. FOR
PURPOSES OF THIS SECTION 9.3, THE TERM "PERMITTED ASSIGNEE" SHALL MEAN AN (I) A
LIMITED LIABILITY COMPANY OR CORPORATION IN WHICH WILLIAM L. HUTCHINSON OWNS OR
CONTROLS A MAJORITY OF THE VOTING OWNERSHIP INTERESTS, (II) A GENERAL
PARTNERSHIP IN WHICH WILLIAM L. HUTCHINSON IS A GENERAL
18
PARTNER OWNING A MAJORITY OF THE TOTAL PARTNERSHIP INTERESTS THEREIN, OR (III) A
LIMITED PARTNERSHIP IN WHICH THE GENERAL PARTNER IS WILLIAM L. HUTCHINSON OR AN
ENTITY OWNED OR CONTROLLED BY WILLIAM L. HUTCHINSON.
9.4
CONFIDENTIALITY. THE INFORMATION SUPPLIED