violate, any of the prohibitions set forth in any Anti-Money Laundering and
Anti-Terrorism Laws.
Buyer understands and acknowledges that Sellers may become subject to further
anti-money laundering regulations, and agrees to execute instruments, provide
information, or perform any other acts as may reasonably be requested by
Sellers, for the purpose of: (i) carrying out due diligence as may be required
by applicable law to establish Buyer's identity and source of funds; (ii)
maintaining records of such identities and sources of funds, or verifications or
certifications as to the same; and (iii) taking any other actions as may be
required to comply with and remain in compliance with anti-money laundering
regulations applicable to Buyer.
Neither Buyer, nor, to Buyer's Knowledge, any person controlling or controlled
by Buyer, is a country, territory, individual or entity named on a Government
List, and, to Buyer's Knowledge, the monies used in connection with this
Agreement and amounts committed with respect thereto were not and are not
derived from any activities that contravene any applicable anti-money laundering
or anti bribery laws and regulations (including, without limitation, funds being
derived from any person, entity, country or territory on a Government List or
engaged in any unlawful activity defined under 18 USC §1956(c)(7)).
Section 7.05 AS IS."
BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE PROPERTY IS BEING SOLD TO
BUYER AND THAT BUYER AGREES TO PURCHASE AND ACCEPT THE PROPERTY, AND EACH AND
EVERY PART AND COMPONENT THEREOF, IN AN "AS IS, WHERE IS" CONDITION AS OF THE
CLOSING WITH NO REPRESENTATIONS OR WARRANTIES FROM SELLERS, EITHER EXPRESS OR
IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER AGREES THAT
BUYER IS NOT RELYING UPON, AND HAS NOT RECEIVED OR BEEN GIVEN, ANY
REPRESENTATIONS (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT), STATEMENTS OR
WARRANTIES (ORAL OR WRITTEN, IMPLIED OR EXPRESS) OF OR BY ANY OFFICER, EMPLOYEE,
AGENT OR REPRESENTATIVE OF SELLERS, OR ANY SALESPERSON OR BROKER (IF ANY)
INVOLVED IN THIS TRANSACTION, AS TO THE PROPERTY OR ANY PART OR COMPONENT
THEREOF IN ANY RESPECT, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS,
STATEMENTS OR WARRANTIES AS TO THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE
PROPERTY, THE FITNESS OF THE PROPERTY FOR USE AS A HOTEL, THE FINANCIAL
PERFORMANCE OR POTENTIAL OF THE PROPERTY, THE COMPLIANCE OF THE PROPERTY WITH
APPLICABLE BUILDING, ZONING, SUBDIVISION, ENVIRONMENTAL, LIFE SAFETY OR LAND USE
LAWS, CODES, ORDINANCES, RULES, ORDERS, OR REGULATIONS, OR THE STATE OF REPAIR
OF THE PROPERTY, AND BUYER, FOR ITSELF AND ITS HEIRS, LEGAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS, WAIVES ANY RIGHT TO ASSERT ANY CLAIM OR DEMAND AGAINST
SELLERS AT LAW OR IN EQUITY RELATING TO ANY SUCH MATTER, WHETHER LATENT OR
PATENT, DISCLOSED OR UNDISCLOSED, KNOWN OR UNKNOWN, NOW EXISTING OR HEREAFTER
ARISING. EXCEPT TO THE EXTENT SELLERS BREACH THIS AGREEMENT, BUYER AGREES THAT
IT SHALL HAVE NO RECOURSE WHATSOEVER AGAINST SELLERS, AT LAW OR IN EQUITY,
SHOULD THE SURVEY OR THE TITLE INSURANCE COMMITMENTS OR THE TITLE POLICIES FAIL
TO DISCLOSE ANY MATTER AFFECTING THE PROPERTY