Common use of Leased Personal Property Clause in Contracts

Leased Personal Property. The only Leased Personal Property located at the Hotel is set forth in Schedule 3.16. All of the Leased Personal Property is leased by Seller or Manager pursuant to the Leased Property Agreements identified in Schedule 3.11. The representations and warranties in this Article III shall survive the Closing for a period of one (1) year following the Closing Date (“Survival Period”). Notwithstanding anything to the contrary contained in this Agreement, any claim that Purchaser may have during the Survival Period against Seller for any breach of the representations and warranties contained in this Article III will not be valid or effective, and Sellers shall have no liability with respect thereto, unless the aggregate of all valid claims exceed $25,000.00 (the “Seller’s Post-Closing Liability Floor”), in which event the full amount of such claims shall be recoverable. Seller’s liability for damages resulting from valid claims during the Survival Period shall in no event exceed three percent (3%) of the Purchase Price in the aggregate (“Seller’s Post-Closing Liability Cap”). In the event Purchaser obtains actual knowledge on or before Closing but after the Study Period of any material inaccuracy in any of the representations and warranties contained in this Article III, Purchaser may as Purchaser’s sole and exclusive remedy either: (i) terminate this Agreement whereupon the E▇▇▇▇▇▇ Money less the Independent Contract Consideration shall be refunded to Purchaser, Seller shall reimburse Purchaser for the costs and expenses incurred by Purchaser in the negotiation of this Agreement and performance of Purchaser’s due diligence (“Purchaser’s Transaction Costs”), provided, however, in no event shall Seller’s liability for Purchaser’s Transaction Costs exceed the sum of Fifty Thousand Dollars ($50,000) (“Purchaser’s Transaction Costs Cap”), and neither party shall have any further rights or obligations pursuant to this Agreement, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive any and all claims against Seller on account of such inaccuracy and close the transaction. In the event Purchaser obtains knowledge on or before the expiration of the Study Period of any inaccuracy in any of the representations and warranties contained in this Article III, and Purchaser does not terminate this Agreement on or before the expiration of the Study Period, Purchaser shall be deemed to have waived any and all claims against Seller on account of such inaccuracy (including the right to terminate this Agreement following the expiration of the Study Period). In the event Purchaser obtains knowledge on or before the expiration of the Study Period of any inaccuracy in any of the representations and warranties contained in this Article III, and Purchaser elects to terminate this Agreement, then Purchaser may as Purchaser’s sole and exclusive remedy either: (i) terminate this Agreement whereupon the E▇▇▇▇▇▇ Money less the Independent Contract Consideration shall be refunded to Purchaser (for avoidance of doubt, Seller shall have no obligation to reimburse Purchaser for Purchaser’s Transaction Costs or for any other costs), and neither party shall have any further rights or obligations pursuant to this Agreement, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive any and all claims against Seller on account of such inaccuracy and close the transaction. Seller’s Post-Closing Liability Floor and Post-Closing Liability Cap shall not apply to (i) any intentional misrepresentation made by Seller, or (ii) Seller’s liability under Section 6.6.

Leased Personal Property. The only Leased Personal Property located at the Hotel is set forth in Schedule 3.16. All of the Leased Personal Property is leased by Seller or Manager pursuant to the Leased Property Agreements identified in Schedule 3.11. The representations and warranties in this Article III shall survive the Closing for a period of one (1) year following the Closing Date (“Survival Period”). Notwithstanding anything to the contrary contained in this Agreement, any claim that Purchaser may have during the Survival Period against Seller for any breach of the representations and warranties contained in this Article III will not be valid or effective, and Sellers shall have no liability with respect thereto, unless the aggregate of all valid claims exceed $25,000.00 (the “Seller’s Post-Closing Liability Floor”), in which event the full amount of such claims shall be recoverable. Seller’s liability for damages resulting from valid claims during the Survival Period shall in no event exceed three percent (3%) of the Purchase Price in the aggregate (“Seller’s Post-Closing Liability Cap”). In the event Purchaser obtains actual knowledge on or before Closing but after the Study Period of any material inaccuracy in any of the representations and warranties contained in this Article III, Purchaser may as Purchaser’s sole and exclusive remedy either: (i) terminate this Agreement whereupon the E▇▇▇▇▇▇▇ Money less the Independent Contract Consideration shall be refunded to Purchaser, Seller shall reimburse Purchaser for the costs and expenses incurred by Purchaser in the negotiation of this Agreement and performance of Purchaser’s due diligence (“Purchaser’s Transaction Costs”), provided, however, in no event shall Seller’s liability for Purchaser’s Transaction Costs exceed the sum of Fifty Thousand Dollars ($50,000) (“Purchaser’s Transaction Costs Cap”), and neither party shall have any further rights or obligations pursuant to this Agreement, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive any and all claims against Seller on account of such inaccuracy and close the transaction. In the event Purchaser obtains knowledge on or before the expiration of the Study Period of any inaccuracy in any of the representations and warranties contained in this Article III, and Purchaser does not terminate this Agreement on or before the expiration of the Study Period, Purchaser shall be deemed to have waived any and all claims against Seller on account of such inaccuracy (including the right to terminate this Agreement following the expiration of the Study Period). In the event Purchaser obtains knowledge on or before the expiration of the Study Period of any inaccuracy in any of the representations and warranties contained in this Article III, and Purchaser elects to terminate this Agreement, then Purchaser may as Purchaser’s sole and exclusive remedy either: (i) terminate this Agreement whereupon the E▇▇▇▇▇▇▇ Money less the Independent Contract Consideration shall be refunded to Purchaser (for avoidance of doubt, Seller shall have no obligation to reimburse Purchaser for Purchaser’s Transaction Costs or for any other costs), and neither party shall have any further rights or obligations pursuant to this Agreement, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive any and all claims against Seller on account of such inaccuracy and close the transaction. Seller’s Post-Closing Liability Floor and Post-Closing Liability Cap shall not apply to (i) any intentional misrepresentation made by Seller, or (ii) Seller’s liability under Section 6.6.