AN AGENT FOR
SELLER OR THE DECLARANT UNDER THE CONDOMINIUM DOCUMENTS AND HAS NOT ACTED AS A
BROKER, FINDER OR AGENT IN CONNECTION WITH THE SALE OF THE PROPERTY; (B) KIMPTON
HAS NOT ACTED AS THE DEVELOPER, ARCHITECT, ENGINEER, CONTRACTOR, SALES
REPRESENTATIVE, SPONSOR OR IN ANY SIMILAR
20
CAPACITY IN CONNECTION WITH THE DEVELOPMENT OF THE PROPERTY OR THE MARKETING OR
SALE OF THE PROPERTY TO PURCHASER AND (C) KIMPTON (INCLUDING ANY REPRESENTATIVE
OR AGENT THEREOF) HAS NOT MADE ANY REPRESENTATION OR WARRANTY OF ANY NATURE
WHATSOEVER (EXPRESS OR IMPLIED) IN CONNECTION WITH THE SALE OF THE PROPERTY TO
PURCHASER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS NOT A
THIRD-PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN SELLER AND KIMPTON AND THAT
THERE ARE NO GUARANTEES THAT THE HOTEL UNIT WILL BE OPERATED AS A HOTEL PALOMAR
OR THAT KIMPTON WILL MANAGE THE HOTEL UNIT AT THE CLOSING OR FOR ANY PERIOD
FOLLOWING THE CLOSING. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER,
BY ACQUIRING THE PROPERTY, WILL NOT ACQUIRE ANY RIGHT OR INTEREST IN THE KIMPTON
INTELLECTUAL PROPERTY, WHICH SHALL AT ALL TIMES REMAIN THE SOLE AND EXCLUSIVE
PROPERTY OF KIMPTON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER
SHALL NOT USE ANY KIMPTON INTELLECTUAL PROPERTY, INCLUDING THE NAME "HOTEL
PALOMAR" WHEN LEASING OR RESELLING THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES
AND AGREES THAT IF KIMPTON NO LONGER MANAGES THE HOTEL UNIT, THEN ALL USE OF THE
KIMPTON INTELLECTUAL PROPERTY WILL IN ALL LIKELIHOOD CEASE AT AND BE REMOVED
FROM THE PROPERTY COMPRISING THE CONDOMINIUM REGIME OF WHICH THE PROPERTY IS A
PART (INCLUDING THE REMOVAL OF ALL SIGNS OR OTHER MATERIALS BEARING ANY
TRADEMARKS, TRADE NAMES, SERVICE MARKS AND COPYRIGHTS ASSOCIATED WITH THE NAME
"HOTEL PALOMAR") AND CERTAIN HOTEL SERVICES (SUCH AS ROOM SERVICE, HOUSEKEEPING,
ETC.) MAY NO LONGER BE AVAILABLE TO THE UNITS. THERE IS NO ASSURANCE THAT THE
HOTEL UNIT AT ALL TIMES WILL BE HOTEL PALOMAR OR AN OPERATING HOTEL. SELLER DOES
NOT AND WILL NOT HAVE ANY LIABILITY TO PURCHASER REGARDING THE CESSATION OF
OPERATION OF THE HOTEL UNIT AS A HOTEL MANAGED BY KIMPTON OR FOR THE CESSATION
OF THE OPERATION OF THE HOTEL UNIT AS A HOTEL. KIMPTON IS A THIRD PARTY
BENEFICIARY OF THE APPLICABLE PORTIONS OF ARTICLE VIII HEREOF FOR (1) ASSERTING
THE DISCLAIMERS, WAIVERS AND/OR RELEASES CONTAINED IN SUCH SECTION AS A DEFENSE
IN ANY ACTION IN WHICH KIMPTON IS A PARTY AND (2) ENFORCING THE APPLICABLE
INDEMNIFICATION PROVISION AGAINST PURCHASER. PURCHASER ACKNOWLEDGES AND AGREES
THAT NO OPTIONAL HOTEL RENTAL PROGRAM HAS BEEN OR WILL BE ESTABLISHED BY SELLER
UNDER WHICH PROGRAM THE UNITS MAY BE RENTED AS GUEST ROOMS AT THE HOTEL UNIT. IF
SUCH A PROGRAM IS ESTABLISHED, PURCHASER AGREES AND ACKNOWLEDGES THAT A
PURCHASE, OR OFFER TO PURCHASE, OF ANY OF THE UNITS TO BE INCLUDED IN A RENTAL
PROGRAM IS NOT AN INVESTMENT OR A SECURITY UNDER ANY APPLICABLE SECURITY LAWS.
THE PROVISIONS OF THIS SECTION 9.13 SHALL SURVIVE THE CLOSING.
9.14
RESALE CERTIFICATE. PURCHASER ACKNOWLEDGES THAT
TEXAS