BEHALF OF SELLER TO PURCHASER, OR THE MANNER OR
QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO THE PROPERTY OR THE
MANNER OF REPAIR, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY OR
ANY PORTION THEREOF.
EXCEPT FOR THE SELLER REPRESENTATIONS, ALL SUCH
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PROPERTY ARE HEREBY
DISCLAIMED BY SELLER AND EXPRESSLY WAIVED BY PURCHASER.
EXCEPT FOR THE SELLER
REPRESENTATIONS, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND NEITHER
SELLER NOR ANY OF THE SELLER RELEASE PARTIES (AS DEFINED BELOW) IS LIABLE FOR OR
BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS,
REPRESENTATIONS, OR INFORMATION PERTAINING OR RELATING TO THE PROPERTY MADE OR
FURNISHED BY SELLER, ANY PARTY ACTING OR PURPORTING TO ACT FOR SELLER, OR ANY
REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO
WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING.
PURCHASER FURTHER HAS NOT RELIED ON SELLER'S SKILL OR JUDGMENT IN SELECTING THE
PROPERTY.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER SHALL HAVE
NO RIGHT OR CAUSE OF ACTION IN WARRANTY OR OTHERWISE AGAINST SELLER OR ANY OF
THE SELLER RELEASE PARTIES IN ANY CONTROVERSY, CLAIM, DEMAND, OR LITIGATION
ARISING FROM OR IN CONNECTION WITH THE PROPERTY (INCLUDING, BUT NOT LIMITED TO
THE PHYSICAL OR ENVIRONMENTAL CONDITION THEREOF) AND PURCHASER HEREBY WAIVES AND
RELEASES SELLER AND EACH OF THE SELLER RELEASE PARTIES FROM ANY SUCH RIGHT OR
CAUSE OF ACTION.
(f)
EXCEPT FOR THE SELLER REPRESENTATIONS, SELLER AND EACH PERSON ACTING
OR PURPORTING TO ACT ON BEHALF OF SELLER HAS NOT, DOES NOT AND WILL NOT MAKE ANY
REPRESENTATIONS OR WARRANTIES WITH REGARD TO (A) COMPLIANCE WITH ANY
ENVIRONMENTAL LAWS, HEALTH OR SAFETY LAWS, RULES OR REGULATIONS OR LAND USE
LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO,
THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF
ANY HAZARDOUS SUBSTANCES, OR (B) ABSENCE OF ANY CLAIMS, WHETHER ASSERTED OR
UNASSERTED, WITH RESPECT TO COMPLIANCE WITH ENVIRONMENTAL LAWS OR ENVIRONMENTAL,
FIRE LIFE SAFETY OR HEALTH AND WELFARE CONDITIONS AT THE PROPERTY.
AS A
MATERIAL PART OF THE
17
CONSIDERATION TO SELLER FOR THE SALE OF THE HOTEL HEREUNDER, PURCHASER HEREBY
WAIVES AND RELINQUISHES, AND RELEASES SELLER, MANAGER AND ALL OF SELLER'S AND
MANAGER'S OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, MEMBERS, EMPLOYEES AND
AGENTS (COLLECTIVELY, "SELLER RELEASE PARTIES") FROM ANY AND ALL CLAIMS AND
REMEDIES (INCLUDING, WITHOUT LIMITATION, ANY RIGHT OF RESCISSION) AGAINST SELLER
RELEASE PARTIES OR ANY OF THEM BASED DIRECTLY OR INDIRECTLY ON (A) ANY PAST,
PRESENT OR FUTURE CONDITION OF THE HOTEL, INCLUDING, WITHOUT LIMITATION, THE
RELEASE OR PRESENCE OF ANY HAZARDOUS SUBSTANCES, MOLD, COMMUNICABLE DISEASE OR
OTHER HEALTH OR WELFARE ISSUE OR (B) ANY MISREPRESENTATION, OR FAILURE TO
DISCLOSE TO PURCHASER ANY INFORMATION REGARDING THE HOTEL (INCLUDING, WITHOUT
LIMITATION, ANY DEFECTIVE, HAZARDOUS OR UNLAWFUL CONDITION OF WHICH SELLER
SHOULD BE AWARE, WHETHER OR NOT SUCH CONDITION REASONABLY COULD HAVE BEEN
DISCOVERED BY PURCHASER THROUGH AN INSPECTION OF THE HOTEL OR ANY