Common use of Property Conveyed Clause in Contracts

Property Conveyed. “As Is”. Except as expressly provided to the contrary in this Agreement, the Deed, the Assignment of Ground Lease, the ▇▇▇▇ of Sale and Assignment, the Assignment of Leases, the Ground Lessor Estoppel Certificate and the other documents to be delivered by Seller at Closing (collectively, the “Representation Documents”), Buyer agrees that the Property shall be sold, and Buyer shall accept the Property at Closing on an “as-is where-is” basis including, without limitation, any and all any construction, latent or patent defects in the Property, and subject to any and all Hazardous Materials located in, at, about or under the Property, or for any and all actual, out-of-pocket claims or causes of action (actual or threatened) based upon, in connection with or arising out of any law, statute, rule or regulation governing the use, handling, storage or disposition of Hazardous Materials. Buyer has not relied and is not relying upon any representations or warranties of Seller (other than the representations and warranties of Seller expressly set forth in the Representation Documents), or upon any statements made in any informational materials with respect to the Property provided by Seller or any other person or entity, including any broker, or any member, manager, employee, agent, attorney or other person representing or purporting to represent Seller or any broker. IN ADDITION TO, AND WITHOUT LIMITATION OF THE FOREGOING, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE REPRESENTATION DOCUMENTS, SELLER MAKES NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR BY OPERATION OF LAW, AS TO THE QUANTITY, QUALITY, MERCHANTABILITY, TITLE, MARKETABILITY, FITNESS, OR SUITABILITY FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY COMPONENT THEREOF, AND THE PROPERTY AND EACH COMPONENT THEREOF ARE SOLD IN AN “AS IS”, “WHERE IS” CONDITION, WITH ALL FAULTS. BY EXECUTING THIS AGREEMENT, EXCEPT AS SET FORTH IN THE REPRESENTATION DOCUMENTS, BUYER AFFIRMS AND AGREES THAT: (A) BUYER HAS NOT RELIED ON THE SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY OR ANY COMPONENT THEREOF FOR ANY PARTICULAR PURPOSE, (B) THE SELLER MAKES NO WARRANTY THAT THE PROPERTY OR ANY COMPONENT THEREOF ARE FIT FOR ANY PARTICULAR PURPOSE, (C) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR BY OPERATION OF LAW, WITH RESPECT TO THE PROPERTY OR ANY COMPONENT THEREOF, (D) AFTER THE EFFECTIVE DATE, BUYER HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND EACH COMPONENT THEREOF AND HAS DETERMINED TO PURCHASE THE PROPERTY AND EACH COMPONENT THEREOF BASED ON SUCH INSPECTION, AND (E) UPON CLOSING, BUYER SHALL ASSUME THE RISK (EXCEPT AS A RESULT OF FRAUD OR A BREACH OF THE REPRESENTATIONS AND WARRANTIES IN THE REPRESENTATION DOCUMENTS) THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. Buyer hereby waives and releases Seller, and Seller’s agents, advisors, partners, members, owners, officers and directors, from any and all present or future claims, demands, causes of actions, losses, damages, including, without limitation, exemplary, punitive, indirect or consequential, special or other damages, liabilities, costs and expenses (including attorney’s fees whether suit is initiated or not) whether known or unknown, liquidated or contingent (hereinafter collectively called the “Claims”) arising from or relating to the Property, including, without limitation, any of the matters set forth in this Section 4.4, as well as (i) any defects, errors or omissions in the design, construction, repair, or maintenance of the Property, or (ii) any other physical conditions affecting the Property whether the same are a result of negligence or otherwise. The release set forth in this Section 4.4 specifically includes, without limitation, any Claims arising in connection with the presence or alleged presence of any Hazardous Materials. The release set forth in this Section 4.4 specifically includes, without limitation, any claims under the Americans with Disabilities Act of 1990 or similar federal, state or local laws, as any of those laws may be amended from time to time and any regulations, orders, rules of procedure or guidelines promulgated in connection with such laws, regardless of whether they were in existence on the date of this Agreement. Notwithstanding the foregoing this release and the provisions of this Section 4.4 specifically excludes any Claims arising (i) from fraud by Seller, or (ii) from breach of any Seller’s representations and warranties set forth in the Representation Documents. Buyer acknowledges that Buyer has been represented by independent legal counsel of Buyer’s selection and Buyer is granting this release of its own volition and after consultation with Buyer’s counsel.

Property Conveyed. “As Is”. Except Other than as expressly provided to the contrary set forth in this Agreement, the DeedSeller hereby specifically disclaims any warranty, the Assignment of Ground Leaseguaranty or representation, the ▇▇▇▇ of Sale and Assignmentoral or written, the Assignment of Leasespast, the Ground Lessor Estoppel Certificate and the other documents to be delivered by Seller at Closing (collectivelypresent or future, the “Representation Documents”)of, Buyer agrees that the Property shall be sold, and Buyer shall accept the Property at Closing on an “as-is where-is” basis including, without limitation, any and all any construction, latent or patent defects in the Property, and subject to any and all Hazardous Materials located in, at, about or under the Propertyas to, or for any concerning (a) the nature and all actual, out-of-pocket claims or causes condition of action (actual or threatened) based upon, in connection with or arising out of any law, statute, rule or regulation governing the use, handling, storage or disposition of Hazardous Materials. Buyer has not relied and is not relying upon any representations or warranties of Seller (other than the representations and warranties of Seller expressly set forth in the Representation Documents), or upon any statements made in any informational materials with respect to the Property provided by Seller or any other person or entity, including any broker, or any member, manager, employee, agent, attorney or other person representing or purporting to represent Seller or any broker. IN ADDITION TO, AND WITHOUT LIMITATION OF THE FOREGOING, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE REPRESENTATION DOCUMENTS, SELLER MAKES NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR BY OPERATION OF LAW, AS TO THE QUANTITY, QUALITY, MERCHANTABILITY, TITLE, MARKETABILITY, FITNESS, OR SUITABILITY FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY COMPONENT THEREOF, AND THE PROPERTY AND EACH COMPONENT THEREOF ARE SOLD IN AN “AS IS”, “WHERE IS” CONDITION, WITH ALL FAULTS. BY EXECUTING THIS AGREEMENT, EXCEPT AS SET FORTH IN THE REPRESENTATION DOCUMENTS, BUYER AFFIRMS AND AGREES THAT: (A) BUYER HAS NOT RELIED ON THE SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY OR ANY COMPONENT THEREOF FOR ANY PARTICULAR PURPOSE, (B) THE SELLER MAKES NO WARRANTY THAT THE PROPERTY OR ANY COMPONENT THEREOF ARE FIT FOR ANY PARTICULAR PURPOSE, (C) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR BY OPERATION OF LAW, WITH RESPECT TO THE PROPERTY OR ANY COMPONENT THEREOF, (D) AFTER THE EFFECTIVE DATE, BUYER HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND EACH COMPONENT THEREOF AND HAS DETERMINED TO PURCHASE THE PROPERTY AND EACH COMPONENT THEREOF BASED ON SUCH INSPECTION, AND (E) UPON CLOSING, BUYER SHALL ASSUME THE RISK (EXCEPT AS A RESULT OF FRAUD OR A BREACH OF THE REPRESENTATIONS AND WARRANTIES IN THE REPRESENTATION DOCUMENTS) THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. Buyer hereby waives and releases Seller, and Seller’s agents, advisors, partners, members, owners, officers and directors, from any and all present or future claims, demands, causes of actions, losses, damages, including, without limitation, exemplary, punitive, indirect or consequential, special or other damages, liabilities, costs and expenses (including attorney’s fees whether suit is initiated or not) whether known or unknown, liquidated or contingent (hereinafter collectively called the “Claims”) arising from or relating to the Property, including, without limitation, the water, soil and geology or any other matter affecting the stability or integrity of the matters Real Property or the Improvements, and the suitability thereof and of the Property for any and all activities and uses which Purchaser may elect to conduct thereon, and the existence of any Hazardous Materials (as defined below) thereon, (b) the compliance of the Property with any law, rule, regulation or ordinance to which the Property is or may be subject, (c) except as provided in the Deed (as defined below), the condition of title to the Property or the nature and extent of any right of way, lease, license, reservation or contract, (d) the profitability or losses or expenses relating to the Property and the businesses conducted in connection therewith, (e) the value of the Property, (f) the existence, quality, nature or adequacy of any utility servicing the Property, (g) the physical condition of the Property, and (h) the legal or tax consequences of this Agreement or the transactions contemplated hereby. Purchaser acknowledges that except as expressly set forth in Section 7.1, Seller has not made an independent investigation or verification of the accuracy or completeness of any documents, studies, surveys, information or materials which were prepared by parties other than Seller and which will be provided, or made available, to Purchaser including, without limitation, the Inspection Records, or the methods employed by the preparers of such items. Purchaser acknowledges that, as of the date hereof, it has had a full and complete opportunity to conduct such investigations, examinations, inspections and analysis of the Property as Purchaser, in its sole and absolute discretion, may determine. Purchaser expressly acknowledges that, in consideration of the agreements of Seller herein, and other than as expressly set forth in this Section 4.4Agreement, as well as (i) any defectsSeller makes no representations or warranties, errors express or omissions in the design, construction, repairimplied, or maintenance arising by operation of the Propertylaw, including, but not limited to, any warranty of condition, habitability, merchantability, suitability or (ii) any other physical conditions affecting the Property whether the same are fitness for a result of negligence particular purpose or otherwise. The release Except for Seller’s representations set forth in this Section 4.4 specifically includesSections 7.1 and 9, without limitationPurchaser is purchasing the Property solely in reliance on Purchaser’s own investigations and those of Purchaser’s agents, and Purchaser is not relying on any Claims arising in connection with the presence statements, information, and/or other material provided by Seller or alleged presence of any Hazardous Materials. The release set forth in this Section 4.4 specifically includes, without limitation, any claims under the Americans with Disabilities Act of 1990 or similar federal, state or local laws, as any of those laws may be amended from time to time and any regulations, orders, rules of procedure or guidelines promulgated in connection with such laws, regardless of whether they were in existence on the date of this Agreement. Notwithstanding the foregoing this release and the provisions of this Section 4.4 specifically excludes any Claims arising (i) from fraud by Seller, or (ii) from breach of any Seller’s representations and warranties set forth in the Representation Documents. Buyer acknowledges that Buyer has been represented by independent legal counsel of Buyer’s selection and Buyer is granting this release of its own volition and after consultation with Buyer’s counselagents.

Property Conveyed. “As Is”". Except It is understood and agreed that, except as expressly provided set forth in this agreement or in the Closing Documents (as hereinafter defined), Seller has made no, is not making any, and disclaims any and all, warranties or representations of any kind or character, express or implied, with respect to the contrary property, including, by not limited to,, warranties related to suitability for habitation or intended use, merchantability or fitness for a particular purpose or warranties or representations as to the condition of the property, matters of title (other than Seller's warranty of Title set forth in this Agreement, the Deed, the Assignment of Ground Lease, the special Warranty Deed and ▇▇▇▇ of Sale and Assignment, the Assignment of Leases, the Ground Lessor Estoppel Certificate and the other documents to be executed and delivered by Seller at Closing (collectively, the “Representation Documents”Closing), use, income potential, availability of access, ingress or egress, expenses, operating history or projections, valuation, governmental approvals, compliance with governmental regulations or any other matter or thing relating to or Buyer agrees that with respect to the Property property, Buyer has not relied upon and will not rely upon, either directly or indirectly, any Representation or Warranty of Seller except for Specific Representations and Warranties of Seller set forth in this Agreement or in the Closing Documents. Buyer represents that it is a knowledgeable buyer of real estate (and particularly hotels) and that, except for Specific Representations and Warranties of Seller set forth in this Agreement or in the Closing Documents, it is relying solely on its own expertise and that of Buyer's Consultants, and that Buyer will conduct such inspections and investigations of the Property, including, but not limited to, the physical and environmental conditions thereof and shall rely upon same, and upon the Closing, shall assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed by Buyer's inspections and investigations. Buyer agrees that with respect to the Specific Representations and Warranties set forth in this Agreement or in the Closing Documents, Seller shall not be soldliable for any special, indirect, punitive, exemplary, or other similar types of damages resulting or arising from or related to the ownership, use, condition, location, maintenance, repair or operation of the Property. Buyer acknowledges and agrees that upon the Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Property at Closing on an “as-is where-property "as is” basis including, without limitationwhere is", any and with all any construction, latent or patent defects in the Propertyfaults, and subject there are no oral agreements, warranties or representations, collateral to any and all Hazardous Materials located inor affecting the property by Seller, at, about Seller's Agents or under the Property, or for any and all actual, out-of-pocket claims or causes of action (actual or threatened) based upon, in connection with or arising out of any law, statute, rule or regulation governing the use, handling, storage or disposition of Hazardous Materials. Buyer has not relied and is not relying upon any representations or warranties of Seller (other than the representations and warranties of Seller expressly set forth in the Representation Documents), or upon any statements made in any informational materials with respect to the Property provided by Seller or any other person or entity, including any brokerRepresentatives, or any member, manager, employee, agent, attorney or other person representing or purporting to represent Seller or any broker. IN ADDITION TO, AND WITHOUT LIMITATION OF THE FOREGOING, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE REPRESENTATION DOCUMENTS, SELLER MAKES NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR BY OPERATION OF LAW, AS TO THE QUANTITY, QUALITY, MERCHANTABILITY, TITLE, MARKETABILITY, FITNESS, OR SUITABILITY FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY COMPONENT THEREOF, AND THE PROPERTY AND EACH COMPONENT THEREOF ARE SOLD IN AN “AS IS”, “WHERE IS” CONDITION, WITH ALL FAULTS. BY EXECUTING THIS AGREEMENT, EXCEPT AS SET FORTH IN THE REPRESENTATION DOCUMENTS, BUYER AFFIRMS AND AGREES THAT: (A) BUYER HAS NOT RELIED ON THE SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY OR ANY COMPONENT THEREOF FOR ANY PARTICULAR PURPOSE, (B) THE SELLER MAKES NO WARRANTY THAT THE PROPERTY OR ANY COMPONENT THEREOF ARE FIT FOR ANY PARTICULAR PURPOSE, (C) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR BY OPERATION OF LAW, WITH RESPECT TO THE PROPERTY OR ANY COMPONENT THEREOF, (D) AFTER THE EFFECTIVE DATE, BUYER HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND EACH COMPONENT THEREOF AND HAS DETERMINED TO PURCHASE THE PROPERTY AND EACH COMPONENT THEREOF BASED ON SUCH INSPECTION, AND (E) UPON CLOSING, BUYER SHALL ASSUME THE RISK (EXCEPT AS A RESULT OF FRAUD OR A BREACH OF THE REPRESENTATIONS AND WARRANTIES IN THE REPRESENTATION DOCUMENTS) THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. Buyer hereby waives and releases Seller, and Seller’s agents, advisors, partners, members, owners, officers and directors, from any and all present or future claims, demands, causes of actions, losses, damages, including, without limitation, exemplary, punitive, indirect or consequential, special or other damages, liabilities, costs and expenses (including attorney’s fees whether suit is initiated or not) whether known or unknown, liquidated or contingent (hereinafter collectively called the “Claims”) arising from or relating to the Property, including, without limitation, any of the matters set forth in this Section 4.4, as well as (i) any defects, errors or omissions in the design, construction, repair, or maintenance of the Property, or (ii) any other physical conditions affecting the Property whether the same are a result of negligence or otherwise. The release set forth in this Section 4.4 specifically includes, without limitation, any Claims arising in connection with the presence or alleged presence of any Hazardous Materials. The release set forth in this Section 4.4 specifically includes, without limitation, any claims under the Americans with Disabilities Act of 1990 or similar federal, state or local laws, as any of those laws may be amended from time to time and any regulations, orders, rules of procedure or guidelines promulgated in connection with such laws, regardless of whether they were in existence on the date of this Agreement. Notwithstanding the foregoing this release and the provisions of this Section 4.4 specifically excludes any Claims arising (i) from fraud by Seller, or (ii) from breach of any Seller’s representations and warranties set forth in the Representation Documentsthird party. Buyer acknowledges that any condition at the Property Buyer has been represented by independent legal counsel discovers or desires to repair, correct or improve prior to or after the Closing shall be at Buyer's sole expense. The Terms and Conditions of Buyer’s selection this Section 3 shall expressly survive the Closing and Buyer is granting this release of its own volition not merge therein and after consultation with Buyer’s counselshall be incorporated into the Special Warranty Deed to be executed and delivered at the Closing.