A FULL
OPPORTUNITY TO PERFORM ENVIRONMENTAL DUE DILIGENCE ON THE BALTIMORE HOTEL AND
THE BALTIMORE SITE PRIOR TO THE EFFECTIVE DATE FOR THE BALTIMORE
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HOTEL, INCLUDING, WITHOUT LIMITATION, A REVIEW OF ENVIRONMENTAL REPORTS.
MANAGER ACKNOWLEDGES THAT IT IS SATISFIED WITH THE RESULTS OF SUCH DILIGENCE AND
IT HAS NO REASON TO BELIEVE THAT THERE ARE CURRENTLY ANY HAZARDOUS SUBSTANCES ON
OR ABOUT THE BALTIMORE SITE OR THE BALTIMORE HOTEL IN VIOLATION OF THIS
AGREEMENT WHICH REQUIRE ANY FURTHER ACTION.
24.3
AUTHORIZATION.
OWNER REPRESENTS THAT IT HAS FULL
POWER AND AUTHORITY TO EXECUTE THIS AGREEMENT AND TO BE BOUND BY AND PERFORM THE
TERMS HEREOF.
MANAGER REPRESENTS IT HAS FULL POWER AND AUTHORITY TO EXECUTE
THIS AGREEMENT AND TO BE BOUND BY AND PERFORM THE TERMS HEREOF.
ON REQUEST,
EACH SUCH PARTY WILL FURNISH TO THE OTHER EVIDENCE OF SUCH AUTHORITY.
24.4
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT
SHALL BE HELD OR DEEMED TO BE, OR SHALL IN FACT BE, INVALID, INOPERATIVE OR
UNENFORCEABLE AS APPLIED TO ANY PARTICULAR CASE IN ANY JURISDICTION OR
JURISDICTIONS, OR IN ALL JURISDICTIONS OR IN ALL CASES, BECAUSE OF THE CONFLICT
OF ANY PROVISION WITH ANY CONSTITUTION OR STATUTE OR RULE OF PUBLIC POLICY OR
FOR ANY OTHER REASON, SUCH CIRCUMSTANCE SHALL NOT HAVE THE EFFECT OF RENDERING
THE PROVISION OR PROVISIONS IN QUESTION INVALID, INOPERATIVE OR UNENFORCEABLE IN
ANY OTHER JURISDICTION OR IN ANY OTHER CASE OR CIRCUMSTANCE OR OF RENDERING ANY
OTHER PROVISION OR PROVISIONS HEREIN CONTAINED INVALID, INOPERATIVE OR
UNENFORCEABLE TO THE EXTENT THAT SUCH OTHER PROVISIONS ARE NOT THEMSELVES
ACTUALLY IN CONFLICT WITH SUCH CONSTITUTION, STATUTE OR RULE OF PUBLIC POLICY,
BUT THIS AGREEMENT SHALL BE REFORMED AND CONSTRUED IN ANY SUCH JURISDICTION OR
CASE AS IF SUCH INVALID, INOPERATIVE OR UNENFORCEABLE PROVISION HAD NEVER BEEN
CONTAINED HEREIN AND SUCH PROVISION REFORMED SO THAT IT WOULD BE VALID,
OPERATIVE AND ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED IN SUCH JURISDICTION
OR IN SUCH CASE.
24.5
MERGER.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SHALL SUPERSEDE AND TAKE THE PLACE OF ANY OTHER INSTRUMENTS PURPORTING TO BE AN
AGREEMENT OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF.
24.6
FORMALITIES.
ANY AMENDMENT OR MODIFICATION OF
THIS AGREEMENT MUST BE IN WRITING SIGNED BY ALL PARTIES HERETO.
THIS AGREEMENT
MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN
ORIGINAL.
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24.7
CONSENT TO JURISDICTION; NO JURY TRIAL.
(A)
EXCEPT AS PROVIDED IN SECTION 24.20, ALL
ACTIONS AND PROCEEDINGS ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT
SHALL BE BROUGHT, HEARD, AND DETERMINED EXCLUSIVELY IN AN OTHERWISE APPROPRIATE
FEDERAL OR STATE COURT LOCATED WITHIN THE STATE OF MARYLAND.
EXCEPT AS PROVIDED
IN SECTION 24.20, THE PARTIES HEREBY (A) SUBMIT TO THE EXCLUSIVE JURISDICTION OF
ANY MARYLAND FEDERAL OR STATE COURT OF OTHERWISE COMPETENT JURISDICTION FOR THE
PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT