BROKER, AGENT OR THIRD PARTY REPRESENTING OR PURPORTING TO
REPRESENT WPPI, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN
WRITING. CWI REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND
SOPHISTICATED ACQUIRER OF REAL ESTATE AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT INCLUDING THE REPRESENTATIONS AND WARRANTIES SET FORTH IN
SECTION 3.1 OR ANY OF WPPI'S CLOSING DELIVERIES PURSUANT TO SECTION 6.1, IT IS
RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF CWI'S CONSULTANTS IN ACQUIRING
THE HOTEL THROUGH THE COMPANY AND HAS MADE AN INDEPENDENT VERIFICATION OF THE
ACCURACY OF ANY DOCUMENTS AND INFORMATION PROVIDED BY WPPI. CWI HAS CONDUCTED
SUCH INSPECTIONS AND INVESTIGATIONS OF THE HOTEL AS CWI DEEMED
NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AND IS RELYING UPON SAME.
CWI ACKNOWLEDGES THAT WPPI
AFFORDED CWI A FULL OPPORTUNITY TO CONDUCT INVESTIGATIONS OF THE HOTEL AS CWI
DEEMED NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE HOTEL AND THE
EXISTENCE OR NON-EXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY
HAZARDOUS MATERIALS ON OR DISCHARGED FROM THE HOTEL AND ANY FACT OR CONDITION
EXISTING REGARDING THE PRESENCE OF, TESTING FOR, OR REMEDIATION OF, MILDEW, MOLD
OR MOLD SPORES ON THE HOTEL, AND IS RELYING SOLELY UPON SAME AND NOT UPON ANY
INFORMATION PROVIDED BY OR ON BEHALF OF WPPI OR ITS AGENTS WITH RESPECT THERETO,
OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF WPPI AS ARE
EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF WPPI'S CLOSING DELIVERIES
PURSUANT TO SECTION 6.1.
UPON CLOSING, CWI AND/OR THE COMPANY SHALL ASSUME THE
RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL OR
CONSTRUCTION DEFECTS OR ADVERSE
11
ENVIRONMENTAL, HEALTH OR SAFETY CONDITIONS, MAY NOT HAVE BEEN REVEALED BY CWI'S
INSPECTIONS AND INVESTIGATIONS.
CWI HEREBY REPRESENTS AND WARRANTS TO WPPI
THAT:
(A) CWI IS REPRESENTED BY LEGAL COUNSEL IN CONNECTION WITH THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT; AND (B) CWI IS ACQUIRING THE HOTEL
FOR BUSINESS, COMMERCIAL, INVESTMENT OR OTHER SIMILAR PURPOSE AND NOT FOR USE AS
CWI'S RESIDENCE.
CWI WAIVES ANY AND ALL RIGHTS OR REMEDIES IT MAY HAVE OR BE
ENTITLED TO, DERIVING FROM DISPARITY IN SIZE OR FROM ANY SIGNIFICANT DISPARATE
BARGAINING POSITION IN RELATION TO WPPI.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES
3.1
WPPI's Representations and Warranties.
WPPI
hereby represents and warrants to CWI as of the date hereof and as of the
Closing Date, subject to such exceptions as set forth in the Schedules and as
modified or updated pursuant to Section 6.1.1, as follows:
3.1.1
WPPI has the right and authority to execute and deliver
this Agreement and all documents now or hereafter to be executed by it pursuant
to this Agreement, to contribute, transfer and convey the Property to the
Company and to perform its obligations hereunder.
WPPI is qualified to do
business and in good standing in the State of Washington and all other
jurisdictions in which the failure to so qualify would have