to Seller:
(a) Authority. Purchaser has all requisite power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby pursuant to the terms and conditions hereof.
(b) No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with,
breach, result in a default under, or violate any commitment, document or
instrument to which Purchaser is a party or by which it is bound.
(c) Funds. Upon the execution and delivery of this Agreement, Purchaser has
sufficient funds available to pay the Purchase Price.
Purchaser is not relying on any warranty or representation made by any person
acting on Seller's behalf as to the physical condition, past or future income,
expenses or operations of the Hotel or any other matter or thing affecting or
relating to the Property, except as disclosed or provided in this Agreement, the
Exhibits, the Schedules and the Seller's Closing Certificate.
Section 5.03 Restatement and Duration of Representations and Warranties.
All representations and warranties contained in Section 5.01 and Section 5.02
shall be deemed restated on (and made as of) the Closing Date and shall survive
the period of one (1) year from the Closing Date.
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Section 5.04 As-Is Purchase/Disclaimer of Implied Representations or
Warranties.
(a) AS-IS PURCHASE. PURCHASER ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT,
EXCEPT AS EXPRESSLY PROVIDED IN Section 5.01 ABOVE OR IN THE EXHIBITS OR THE
DISCLOSURE SCHEDULE OR ANY SCHEDULE UPDATE: (I) ANY INFORMATION INCLUDING
DOCUMENTS AND OTHER INFORMATION PROVIDED THROUGH THE DATASITE ("INFORMATION")
SUPPLIED OR MADE AVAILABLE BY SELLER IS FURNISHED TO PURCHASER SOLELY AS A
COURTESY; (II) THE INFORMATION IS PROVIDED, AND THE PROPERTY IS PURCHASED, ON AN
AS-IS-WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR
ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT IN NO WAY LIMITED TO,
ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE
AS TO THE INFORMATION OR THE PROPERTY; AND (II) NO REPRESENTATIONS, WHETHER
WRITTEN OR ORAL, HAVE BEEN MADE BY SELLER, OR ITS AGENTS OR EMPLOYEES IN ORDER
TO INDUCE PURCHASER TO ENTER INTO THIS AGREEMENT.
(b) IF PURCHASER ELECTS TO CONSUMMATE THE PURCHASE OF THE PROPERTY, ANY
OBJECTIONS WHICH PURCHASER MAY HAVE WITH RESPECT TO THE CONDITION OF THE
PROPERTY SHALL BE WAIVED BY PURCHASER, EXCEPT AS EXPRESSLY PROVIDED IN
Section 5.01 ABOVE OR OTHERWISE HEREIN.
(c) EXCEPT AS EXPRESSLY PROVIDED IN Section 5.01, AS PART OF PURCHASER'S
AGREEMENT TO PURCHASE AND ACCEPT THE PROPERTY AS-IS-WHERE-IS, AND NOT AS A
LIMITATION ON SUCH AGREEMENT, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY
WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS PURCHASER MIGHT HAVE
REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE,
RELATING TO THE PROPERTY AND THE INFORMATION.
(d) RELEASE. WITH THE EXCEPTION OF: (I) SELLER'S DEFAULT, SELLER'S BREACH
OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR SELLER'S COVENANTS OR
INDEMNIFICATION OBLIGATION SPECIFICALLY SET FORTH IN THIS AGREEMENT, OR (II) ANY
CLAIMS ARISING OUT OF SELLER'S FRAUD,