PARTICULAR PURPOSE), OR (XVIII) TAX
CONSEQUENCES.
PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR
INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ITS REPRESENTATIVES OR
ANY OF THEIR RESPECTIVE AGENTS, AND ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS
HAVE BEEN MADE, EXCEPT AS SET FORTH IN SECTION 4.02 HEREOF. PURCHASER WILL
CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS
NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AND SHALL RELY UPON SAME. UPON CLOSING, PURCHASER SHALL
ASSUME THE RISK OF ADVERSE MATTERS,
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INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS,
WHICH MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS.
PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND
CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS",
WITH ALL FAULTS AND DEFECTS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT
THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR
AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY.
PURCHASER AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER, EACH HEREBY FULLY
RELEASES SELLER, ITS SUBSIDIARIES, AFFILIATES, MEMBERS, EMPLOYEES, OFFICERS,
DIRECTORS, REPRESENTATIVES, ATTORNEYS, PARTNERS, AND AGENTS FROM ANY AND ALL
CLAIMS THAT IT MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST SELLER AND ITS
SUBSIDIARIES, AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES,
ATTORNEYS, PARTNERS, AND AGENTS FOR ANY COSTS, LOSS, LIABILITY, DAMAGE, EXPENSE,
DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATED TO ANY CONSTRUCTION
DEFECTS, ERRORS, OMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS RELEASE SHALL BE GIVEN FULL
FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS,
INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS,
DAMAGES, AND CAUSES OF ACTION. PURCHASER RELEASES SELLER OF ALL RIGHTS, EXPRESS
OR IMPLIED, PURCHASER MAY HAVE AGAINST SELLER ARISING OUT OF OR RESULTING FROM
ANY ERRORS, OMISSIONS OR DEFECTS IN THE PROPERTY. PURCHASER FURTHER UNDERSTANDS
THAT SOME OF SELLER'S PREDECESSORS IN INTEREST MAY BE OR BECOME INSOLVENT,
BANKRUPT, JUDGMENT PROOF OR OTHERWISE INCAPABLE OF RESPONDING IN DAMAGES, AND
PURCHASER MAY HAVE NO REMEDY AGAINST SUCH PREDECESSORS, CONTRACTORS OR
CONSULTANTS. THIS WAIVER AND RELEASE OF CLAIMS SHALL SURVIVE THE CLOSING.
ARTICLE 5
COVENANTS OF SELLER; MUTUAL COVENANTS
SECTION 5.01 Covenants of Seller. From and after the date of this Agreement
until the Closing Date (or during such other period specified below):
(a) Seller shall use commercially reasonable efforts to cause Manager to operate
the Property substantially in the manner in which it has heretofore been and
presently is operating the Property.
(b) Seller shall use commercially reasonable efforts to cause Manager to
maintain in effect insurance policies presently in effect with respect to the
Hotel, or reasonable renewals of expiring policies.
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(c) Seller shall use commercially reasonable efforts to cause Manager to pay
before delinquency all ad valorem, occupancy sales and other similar taxes due
and payable for the Property or the operation of the Hotel.