5.5
Conveyance of the Property. At Closing, Seller shall convey the Real
Property subject to (i) all Permitted Exceptions, and (ii) all Unpermitted
Exceptions which are cured by causing the Title Company to remove or insure over
such Unpermitted Exceptions in the Title Policy, but which otherwise are not
removed from title.
5.6
Liability under Deed. Purchaser agrees that if Purchaser has any right or
claim against Seller pursuant to the Deed delivered by Seller to Purchaser,
Purchaser shall exhaust all of its rights and remedies against the Title Company
pursuant to the Title Policy prior to bringing any claim or action against
Seller in respect of such warranties. This Section 5.6 shall survive the
Closing.
ARTICLE VI
CONDITION OF THE PROPERTY
6.1
PROPERTY SOLD "AS IS". PURCHASER ACKNOWLEDGES AND AGREES THAT (A) THE
PURCHASE OF THE PROPERTY SHALL BE ON AN "AS IS", "WHERE IS", "WITH ALL FAULTS"
BASIS, SUBJECT TO ORDINARY WEAR AND TEAR FROM THE EFFECTIVE DATE UNTIL CLOSING,
AND (B) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE OTHER
SELLER CLOSING DELIVERIES, AS APPLICABLE, NEITHER SELLER NOR ANY OTHER STARWOOD
ENTITY HAS ANY OBLIGATION TO REPAIR ANY DAMAGE TO OR DEFECT IN THE PROPERTY,
REPLACE ANY OF THE PROPERTY OR OTHERWISE REMEDY ANY MATTER AFFECTING THE
CONDITION OF THE PROPERTY. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS
SECTION 6.1 SHALL OBLIGATE PURCHASER TO CLOSE THE TRANSACTIONS CONTEMPLATED IN
THIS AGREEMENT IF ANY OF THE PURCHASER CLOSING CONDITIONS ARE NOT SATISFIED AT
THE CLOSING.
6.2
LIMITATION ON REPRESENTATIONS AND WARRANTIES. PURCHASER ACKNOWLEDGES AND
AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY
OF THE OTHER SELLER CLOSING DELIVERIES, AS APPLICABLE, NEITHER SELLER, STARWOOD,
TPP SUBSIDIARY, MANAGER, OPERATING TENANT, EMPLOYER OR ANY OF THEIR AFFILIATES,
NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES,
BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS,
CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING
TO REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY,
GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE
PROPERTY OR THE BUSINESS, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY
OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR
WARRANTY AS TO (A) THE CONDITION, SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR
OPERATION OF THE PROPERTY, (B) THE PAST, PRESENT OR FUTURE REVENUES OR EXPENSES
WITH RESPECT TO THE PROPERTY
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OR THE BUSINESS, (C) THE COMPLIANCE OF THE PROPERTY OR THE BUSINESS WITH ANY
ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE LAW, INCLUDING, WITHOUT
LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF 1990, (D) THE ACCURACY OF ANY
ENVIRONMENTAL REPORTS OR OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE
DILIGENCE MATERIALS PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF
OF SELLER, OR (E) ANY OTHER MATTER RELATING TO SELLER, THE PROPERTY OR THE
BUSINESS.
6.3
RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT:
(A)
PURCHASER SHALL HAVE HAD