Common use of Inspection, etc Clause in Contracts

Inspection, etc. (a) Except for the inventories to be taken pursuant to the provisions of Section 11.01, prior to Closing, Buyer or Buyer’s representatives will have fully examined and inspected the Property prior to Buyer’s execution of this Agreement and, except as expressly provided herein, Buyer agrees to accept the Property in an “AS IS” condition as of the Closing. Buyer agrees that, except as provided in Article VII, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent of Seller, or any salesperson or broker (if any) involved in this transaction as to the Property, including, but not limited to, any representation, statements or warranties as to the physical condition of the Property, the fitness of the Property for use as a Hotel/Casino; the financial performance of the Property; the compliance of the Property with applicable building, zoning, subdivision, environmental or land use laws, codes, ordinances, rules or regulations; the state of repair of the Property; or otherwise; and, except as provided in Article VII and Article IX, Buyer, for itself and the its successors and assigns, waives any right to assert any claim against Seller, at law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising. (b) Buyer agrees that the surveys and title insurance commitment have been obtained by Buyer and Buyer agrees that it shall have no recourse against Seller, at law or in equity, should the surveys or the title insurance commitment fail to disclose any matter affecting the Property, which should properly be shown thereby, or reveal any such matter in an inaccurate or misleading fashion. Buyer accordingly agrees to look solely to the preparer of the surveys and issuer of the title insurance commitment and/or title policy for any such claim relating to either document. (c) Buyer recognizes that the Property is not new and that there exists a possibility that the Property is not in compliance with the requirements which would be imposed on a newly constructed Hotel/Casino by presently effective federal, state and local zoning, building, plumbing, electrical, fire, health, and life safety laws, codes, ordinances, rules and/or regulations (collectively, the “building codes”). The Property may contain substances or materials which are now deemed hazardous and/or are no longer permitted to be used in newly constructed buildings including, without limitation, asbestos or other insulation materials, lead or other paints, wiring, electrical, or plumbing materials and may not contain other materials or equipment required to be installed in a newly constructed improvements. Buyer has had the opportunity to conduct such inspections of the Property as Buyer has deemed necessary with respect to such matters. Buyer waives any right to excuse or delay performance of its obligations under this Agreement or to assert any claim against Seller (before or after Closing) arising out of any failure of the Property to comply with building codes. The provisions of this Section shall survive Closing.

Inspection, etc. (a) Except for the inventories to be taken pursuant to the provisions of Section 11.01, prior to Closing, Buyer or Buyer’s representatives will have fully examined and inspected the Property prior to Buyer’s execution of this Agreement and, except as expressly provided herein, Buyer agrees to accept the Property in an “AS IS” condition as of the Closing. Buyer agrees that, except as provided in Article VII, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent of Seller, or any salesperson or broker (if any) involved in this transaction as to the Property, including, but not limited to, any representation, statements or warranties as to the physical condition of the Property, the fitness of the Property for use as a Hotel/Casino; the financial performance of the Property; the compliance of the Property with applicable building, zoning, subdivision, environmental or land use laws, codes, ordinances, rules or regulations; the state of repair of the Property; or otherwise; and, except as provided in Article VII and Article IX, Buyer, for itself and the its successors and assigns, waives any right to assert any claim against Seller, at law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising. (b) Buyer agrees that the surveys and title insurance commitment policies have been obtained by Buyer and Buyer agrees that it shall have no recourse against Seller, at law or in equity, should the surveys or the title insurance commitment and/or title policy fail to disclose any matter affecting the Property, which should properly be shown thereby, or reveal any such matter in an inaccurate or misleading fashion. Buyer accordingly agrees to look solely to the preparer of the surveys and issuer of the title insurance commitment and/or title policy for any such claim relating to either document. (c) Buyer recognizes that the Property is not new and that there exists a possibility that the Property is not in compliance with the requirements which would be imposed on a newly constructed Hotel/Casino by presently effective federal, state and local zoning, building, plumbing, electrical, fire, health, and life safety laws, codes, ordinances, rules and/or regulations (collectively, the “building codes”). The Property may contain substances or materials which are now deemed hazardous and/or are no longer permitted to be used in newly constructed buildings including, without limitation, asbestos or other insulation materials, lead or other paints, wiring, electrical, or plumbing materials and may not contain other materials or equipment required to be installed in a newly constructed improvements. Buyer has had the opportunity to conduct such inspections of the Property as Buyer has deemed necessary with respect to such matters. Buyer waives any right to excuse or delay performance of its obligations under this Agreement or to assert any claim against Seller (before or after Closing) arising out of any failure of the Property to comply with building codes. The provisions of this Section shall survive Closing.