modified to reflect such Purchaser's Knowledge.
Section 5.5
Property Condition.
(a)
Disclaimer. Except for Seller's express representations and warranties
under this Agreement (or any document, affidavit or certificate executed or
delivered in connection herewith) (collectively, the "Express Representations"),
Seller hereby specifically disclaims any warranty, guaranty, or representation,
oral or written; past, present or future, of, as to, or concerning (i) the
nature and condition of the Property, including but not by way of limitation,
the water, soil, geology and the suitability thereof, for any and all activities
and uses which Purchaser may elect to conduct thereon, income to be derived
therefrom or expenses to be incurred with respect thereto, or any obligations or
any other matter or thing relating to or affecting the same; (ii) the manner of
construction and condition and state of repair or lack of repair of any
improvements located thereon; (iii) the nature and extent of any easement,
right-of-way, lien, encumbrance or license reservation; and (iv) the compliance
of the Property or the operation of the Property with any laws, rules,
ordinances, or regulations of any government or other body. EXCEPT FOR THE
EXPRESS
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REPRESENTATIONS, IN CONNECTION WITH THE CONVEYANCE OF THE PROPERTY AS PROVIDED
FOR HEREIN, SELLER HAS NOT MADE AND DOES NOT MAKE, ANY REPRESENTATIONS,
WARRANTIES OR COVENANTS OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE QUALITY OR CONDITION OF THE PROPERTY, THE
SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER
MAY CONDUCT THEREON, COMPLIANCE BY THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES
OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR HABITABILITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SPECIFICALLY, EXCEPT
FOR THE EXPRESS REPRESENTATIONS, SELLER DOES NOT MAKE ANY REPRESENTATIONS
REGARDING HAZARDOUS WASTE, AS DEFINED BY THE LAWS OF THE STATE IN WHICH THE
HOTEL IS LOCATED AND ANY REGULATIONS ADOPTED PURSUANT THERETO OR THE U. S.
ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR THE
DISPOSAL OF ANY HAZARDOUS WASTE OR ANY OTHER HAZARDOUS OR TOXIC SUBSTANCES IN OR
ON THE PROPERTY. Except for the Express Representations, Purchaser agrees to
accept the Property at closing with the Property being in its present AS IS
condition WITH ALL FAULTS.
(b)
Property Condition. PURCHASER ACKNOWLEDGES AND AGREES THAT EITHER
PURCHASER IS, OR HAS ENGAGED AND IS RELYING ON PERSONS WHO ARE, EXPERIENCED IN
THE OWNERSHIP, DEVELOPMENT AND/OR OPERATION OF PROPERTIES SIMILAR TO THE
PROPERTY AND THAT PURCHASER PRIOR TO THE CLOSING WILL HAVE INSPECTED THE
PROPERTY OR CAUSED THE PROPERTY TO BE INSPECTED TO ITS SATISFACTION AND IS
QUALIFIED TO MAKE SUCH INSPECTION. PURCHASER ACKNOWLEDGES THAT IT IS FULLY
RELYING ON PURCHASER'S (OR PURCHASER'S REPRESENTATIVES') INSPECTIONS OF THE
PROPERTY AND EXCEPT FOR THE EXPRESS REPRESENTATIONS, NOT UPON ANY STATEMENT
(ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE OR MAY BE MADE (OR PURPORTEDLY MADE)
BY SELLER OR ANY OF ITS REPRESENTATIVES. PURCHASER ACKNOWLEDGES THAT PURCHASER
HAS (OR PURCHASER'S REPRESENTATIVES HAD), OR PRIOR TO THE CLOSING WILL HAVE,
THOROUGHLY