OWNED BY SELLER IS SOLD
"AS-IS -WHERE-IS," AND NEITHER SELLER NOR ANY AGENT NOR REPRESENTATIVE OF SELLER
HAS MADE, AND NEITHER SELLER NOR ANY AGENT OR REPRESENTATIVE OF SELLER IS LIABLE
FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES,
PROMISES, STATEMENTS, INDUCEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO
THE PROPERTY, THE PHYSICAL CONDITION, OPERATION OR FINANCIAL VIABILITY OF ALL OR
ANY PART THEREOF, THE INCOME AND EXPENSES ATTRIBUTABLE OR LIKELY TO BE
ATTRIBUTABLE THERETO, THE USES WHICH CAN BE MADE OF ALL OR ANY PART OF THE
PROPERTY OR ANY OTHER MATTER OR THING OF ANY KIND WITH RESPECT THERETO OR TO THE
MARKET IN WHICH THE HOTEL IS LOCATED. WITHOUT LIMITING THE FOREGOING, BUYER
ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE VII BELOW
AND ELSEWHERE IN THIS CONTRACT, NEITHER SELLER IS NOT LIABLE FOR OR BOUND BY
(AND BUYER HAS NOT RELIED UPON) ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENTATIONS, FINANCIAL STATEMENTS OR OTHER INFORMATION OF ANY KIND SUPPLIED
BY OR ON BEHALF OF SELLER AND PERTAINING TO THE HOTEL OR ANY OTHER INFORMATION
RESPECTING THE HOTEL FURNISHED BY SELLER OR ANY EMPLOYEE, AGENT, CONSULTANT OR
OTHER PERSON REPRESENTING OR PURPORTEDLY REPRESENTING SELLER. BUYER ACKNOWLEDGES
THAT TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS OF
10
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION ARE "CONSPICUOUS"
DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDER.
ARTICLE IV
SURVEY AND TITLE APPROVAL
4.1 Survey. Seller has delivered to Buyer true, correct and complete copies of
the most recent survey of the Real Property. In the event that an update of the
survey or a new survey (such updated or new survey being referred to as the
"Survey") are desired by Buyer, then Buyer shall be responsible for all costs
related thereto.
4.2 Title. Seller has delivered to Buyer its existing title insurance policy,
for its Real Property. During the Review Period, Buyer shall obtain and review,
at its expense (i) a Commitment for Title Insurance (the "Title Commitment")
issued by LandAmerica American Title Company, 8201 Preston Road, Suite 280,
Dallas, Texas, 75225 (the "Title Company"), for the most recent standard form of
owner's policy of title insurance in the state in which the Real Property is
located, covering the Real Property, setting forth the current status of the
title to the Real Property, showing all liens, claims, encumbrances, easements,
rights of way, encroachments, reservations, restrictions and any other matters
affecting the Real Property and pursuant to which the Title Company agrees to
issue to Buyer at Closing an Owner's Policy of Title Insurance on the most
recent form of ALTA (where available) owner's policy available in the state in
which the Land is located, with extended coverage and, to the extent applicable
and available in such state, comprehensive, access, single tax parcel,
contiguity, Fairway and such other endorsements as may be required by Buyer
(collectively, the "Title Policy"); and (ii) true, complete, legible and, where
applicable, recorded copies of all