related to such proceeds, to the extent such
deductibles or insurance proceeds have not been previously expended or are
otherwise required to reimburse Seller for actual expenditures of restoration or
the reasonable cost of securing the insurance proceeds.
X.
DISCLAIMERS AND RELEASE
28
10.1
Independent Investigations.
In entering into this Agreement, Purchaser is relying solely upon (i) its own
inspections, investigations, research and analyses of the matters set forth in
Section 6.2, and (ii) the express representations and warranties of Seller set
forth in Section 5.1 above and elsewhere in this Agreement and in the Seller's
Certificate, and Purchaser is not relying in any way upon any other
representations, warranties, statements, plans, specifications, cost estimates,
studies, reports, descriptions, guidelines or other information or material
furnished by Seller or its representatives to Purchaser or its representatives,
whether oral or written (all such matters herein referred to as the "Delivered
Information"), express or implied, of any nature whatsoever regarding any such
matters. Except as otherwise provided in an express representation or warranty
contained in Section 5.1, Seller shall have no liability with respect to the
accuracy or completeness of the Delivered Information.
10.2
Disclaimer of Warranties.
PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
IN THIS AGREEMENT, NEITHER SELLER, TENANT, MANAGER 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 HOTEL
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
HOTEL, (B) THE PAST, PRESENT OR FUTURE REVENUES OR EXPENSES WITH RESPECT TO THE
HOTEL OR THE BUSINESS, (C) THE COMPLIANCE OF THE HOTEL 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 DELIVERED
INFORMATION PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF
SELLER, OR (E) ANY OTHER MATTER RELATING TO SELLER, THE HOTEL OR THE BUSINESS.
10.3
Condition of Hotel.
SUBJECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN
SECTION 5.1 AND ELSEWHERE IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENTS TO BE
DELIVERED BY SELLER OR TENANT TO PURCHASER AT CLOSING, PURCHASER AGREES THAT:
(i) PURCHASER SHALL ACCEPT THE HOTEL IN ITS PRESENT STATE AND CONDITION AND
"AS-IS WITH ALL FAULTS"; (ii) SELLER SHALL NOT BE OBLIGATED TO DO ANY
RESTORATION, REPAIRS OR OTHER WORK OF ANY KIND OR NATURE WHATSOEVER ON THE HOTEL
(OTHER THAN AS REQUIRED BY SECTION 6.1(E)) AND, SPECIFICALLY, BUT WITHOUT
DEROGATING FROM THE GENERALITY