The representations and warranties in this Article 6 shall survive the Closing
for a period of one (1) year following the Closing Date; provided, however, that
the representation contained in Section 6.13 above shall survive the Closing for
a period of six (6) months following the Closing Date.
ARTICLE VII.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Sellers as follows:
Section 7.01
Existence and Good Standing."
Buyer is a corporation, and is duly organized, validly existing and in good
standing under the laws of the state of its organization.
Section 7.02
Authority."
Buyer has, and on the Closing Date will have, all requisite power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated herein pursuant to the terms and conditions of this Agreement. The
Board of Directors of Buyer have approved this Agreement and certified
resolutions evidencing such approval will be delivered to Sellers at Closing.
Section 7.03
No Conflict."
To Buyer's knowledge, the execution and delivery of this Agreement and the
consummation of the transactions contemplated herein will not conflict with,
breach, result in a default under, or violate any commitment, document or
instrument to which Buyer is a party or by which it is bound.
Section 7.04
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 SELLER, 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
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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 FOR ANY TITLE OR SURVEY MATTERS
CREATED SOLELY BY SELLER IN VIOLATION OF THIS AGREEMENT, BUYER AGREES THAT IT
SHALL HAVE NO RECOURSE WHATSOEVER AGAINST SELLER, AT LAW OR IN EQUITY, SHOULD
THE SURVEY OR THE TITLE INSURANCE COMMITMENTS OR THE