Common use of Property Conveyed Clause in Contracts

Property Conveyed. “As Is”. EXCEPT AS MAY BE EXPRESSLY REPRESENTED HEREIN, IN THE EXHIBITS ATTACHED HERETO AND IN THE DOCUMENTS TO BE EXECUTED AND DELIVERED BY SELLER TO BUYER AT CLOSING, BUYER AGREES THAT: (1) THE PROPERTY SHALL BE SOLD, AND BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY AT CLOSING ON AN “AS-IS-WHERE-IS” BASIS; (2) SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS OR IMPLIED REGARDING THE PROPERTY, THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY AMENITIES OR IMPROVEMENTS THEREON (INCLUDING WITHOUT LIMITATION ANY WARRANTY RELATING TO THE VALUE, NATURE OR CONDITION OF THE PROPERTY, OR THE SUBSURFACE OF THE PROPERTY, ITS SUITABILITY FOR BUYER’S PURPOSES OR THE STATUS OF THE PROPERTY UNDER LOCALLY APPLICABLE LAW) EXCEPT THOSE WHICH ARE SPECIFICALLY STATED IN THIS AGREEMENT. SELLER HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO CONDITION, FITNESS, FITNESS FOR A PARTICULAR PURPOSE, THE WATER, STRUCTURAL INTEGRITY, SOIL, GEOLOGY, THE INCOME TO BE DERIVED FROM THE PROPERTY, THE FUTURE DEVELOPMENT OF THE REAL ESTATE, THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS (IF ANY) INCORPORATED INTO THE PROPERTY, THE STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, GOVERNMENTAL APPROVALS, MERCHANTABILITY, OR ENVIRONMENTAL STATUS, EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT.

Property Conveyed. “As Is”. AS IS". (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS MAY BE EXPRESSLY REPRESENTED SET FORTH HEREIN, IN THE EXHIBITS ATTACHED HERETO SELLER AND IN THE DOCUMENTS TO BE EXECUTED ITS PROPERTY MANAGER HAVE NOT MADE AND DELIVERED BY SELLER TO BUYER AT CLOSING, BUYER AGREES THAT: (1) THE PROPERTY SHALL BE SOLDARE NOT NOW MAKING, AND BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY AT CLOSING ON AN “AS-IS-WHERE-IS” BASIS; (2) SELLER HAS MADE NO THEY SPECIFICALLY DISCLAIM, ANY OTHER WARRANTIES, REPRESENTATIONS OR WARRANTIES WHETHER GUARANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED REGARDING IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTEES AS TO (I) MATTERS OF TITLE (OTHER THAN SELLER'S WARRANTY. OF TITLE SET FORTH IN THE CONDITIONDEED (HEREINAFTER DEFINED) TO BE DELIVERED AT CLOSING), MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF (II) ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY AMENITIES OR IMPROVEMENTS THEREON PORTION THEREOF, (INCLUDING WITHOUT LIMITATION ANY WARRANTY RELATING TO THE VALUE, NATURE OR CONDITION OF THE PROPERTY, OR THE SUBSURFACE OF THE PROPERTY, ITS SUITABILITY FOR BUYER’S PURPOSES OR THE STATUS OF THE PROPERTY UNDER LOCALLY APPLICABLE LAWIII) EXCEPT THOSE WHICH ARE SPECIFICALLY STATED IN THIS AGREEMENT. SELLER HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIEDGEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER, AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES, (IV) WHETHER, AND TO CONDITIONTHE EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), FITNESSBODY OF WATER, FITNESS FOR A PARTICULAR PURPOSEFLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOLID REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING, (VII) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (VIII) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC, (IX) USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (XI) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, SUITABILITY, STRUCTURAL INTEGRITY, SOILOPERATION, GEOLOGYTITLE TO, THE INCOME TO BE DERIVED FROM THE PROPERTY, THE FUTURE DEVELOPMENT OR PHYSICAL OR FINANCIAL CONDITION OF THE REAL ESTATEPROPERTY OR ANY PORTION THEREOF, OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE MANNER PROPERTY OR QUALITY ANY PART THEREOF, OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (XII) THE PRESENCE OF HAZARDOUS SUBSTANCES (HEREINAFTER DEFINED) IN OR ON, UNDER OR IN THE CONSTRUCTION OR MATERIALS (IF ANY) INCORPORATED INTO THE PROPERTY, THE STATE OF REPAIR OR LACK OF REPAIR VICINITY OF THE PROPERTY, GOVERNMENTAL APPROVALS(XIII) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, MERCHANTABILITYPRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS, (XIV) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (XV) ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE REAL PROPERTY, (XVI) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, (XVII) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, (XVIII) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THAT PROPERTY FOR ANY PARTICULAR PURPOSE (BUYER AFFIRMING THAT BUYER HAS NOT RELIED ON SELLER'S OR ITS PROPERTY MANGER'S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE), OR (XIX) TAX CONSEQUENCES. (b) BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ITS PROPERTY MANAGER OR ANY OF THEIR RESPECTIVE AGENTS, EXPECT AS EXPRESSLY SET FORTH HEREIN, AND ACKNOWLEDGES THAT NO OTHER SUCH REPRESENTATIONS HAVE BEEN MADE. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED BUYER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS IN PURCHASING THE PROPERTY. BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS BUYER DEEMS NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL STATUSCONDITIONS THEREOF, EXCEPT AND SHALL RELY UPON SAME. UPON CLOSING, BUYER 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 ACKNOWLEDGES AND AGREED THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE ISI~, WITH ALL FAULTS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS SECTION 11.4(B) SHALL EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND SHALL BE INCORPORATED INTO THE DEED. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY STATED SET FORTH OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. BUYER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THE THIS AGREEMENT.AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. GGR ---------------- Buyer's Initials

Property Conveyed. “As IsAS IS”. EXCEPT AS MAY BE EXPRESSLY REPRESENTED SPECIFICALLY PROVIDED FOR HEREIN, IN THE EXHIBITS ATTACHED HERETO IT IS UNDERSTOOD AND IN THE DOCUMENTS TO BE EXECUTED AGREED THAT TERMINATING LESSEES HAVE NOT MADE AND DELIVERED BY SELLER TO BUYER AT CLOSING, BUYER AGREES THAT: (1) THE PROPERTY SHALL BE SOLDARE NOT NOW MAKING, AND BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY AT CLOSING ON AN “AS-IS-WHERE-IS” BASIS; (2) SELLER HAS MADE NO SPECIFICALLY DISCLAIM, ANY WARRANTIES, REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS GUARANTIES OF ANY KIND OR IMPLIED REGARDING THE PROPERTY, THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY AMENITIES OR IMPROVEMENTS THEREON (INCLUDING WITHOUT LIMITATION ANY WARRANTY RELATING TO THE VALUE, NATURE OR CONDITION OF THE PROPERTY, OR THE SUBSURFACE OF THE PROPERTY, ITS SUITABILITY FOR BUYER’S PURPOSES OR THE STATUS OF THE PROPERTY UNDER LOCALLY APPLICABLE LAW) EXCEPT THOSE WHICH ARE SPECIFICALLY STATED IN THIS AGREEMENT. SELLER HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WRITTEN OR ORALCHARACTER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO (I) MATTERS OF TITLE, (II) ENVIRONMENTAL MATTERS RELATING TO THE HOTELS OR ANY PORTION THEREOF, (III) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER, AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES, (IV) WHETHER, AND THE EXTENT TO CONDITIONWHICH THE HOTELS OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), FITNESSBODY OF WATER, FITNESS FOR A PARTICULAR PURPOSEFLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING, (VII) ZONING TO WHICH THE HOTELS OR ANY PORTION THEREOF MAY BE SUBJECT, (VIII) THE AVAILABILITY OF ANY UTILITIES TO THE HOTELS OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC, (IX) USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE HOTELS OR ANY PORTION THEREOF, (XI) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, SUITABILITY, STRUCTURAL INTEGRITY, SOILOPERATION, GEOLOGYTITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE INCOME HOTELS OR ANY PORTION THEREOF, OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO BE DERIVED FROM THE HOTELS OR ANY PART THEREOF, (XII) THE PRESENCE OF HAZARDOUS SUBSTANCES IN OR ON, UNDER OR IN THE VICINITY OF THE HOTELS OR ANY PORTION THEREOF, (XIII) THE PHYSICAL CONDITION OR USE OF THE HOTELS OR ANY PORTION THEREOF OR COMPLIANCE OF THE HOTELS OR ANY PORTION THEREOF WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS, (XIV) THE EXISTENCE OR NONEXISTENCE OF UNDERGROUND STORAGE TANKS, (XV) ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE HOTELS OR ANY PORTION THEREOF, (XVI) THE POTENTIAL FOR FURTHER DEVELOPMENT OF ANY HOTELS OR ANY PORTION THEREOF, (XVII) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE HOTELS OR ANY PORTION THEREOF, (XVIII) THE MERCHANTABILITY OF THE HOTELS OR ANY PORTION THEREOF OR THE FITNESS OF THE PROPERTY OR ANY PORTION THEREOF FOR ANY PARTICULAR PURPOSE, (XIX) TAX CONSEQUENCES OR (XX) THE FINANCIAL PERFORMANCE OF THE HOTELS. TERMINATING LESSORS FURTHER ACKNOWLEDGE AND AGREE THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND REVIEW INFORMATION AND DOCUMENTATION AFFECTING OR RELATING TO THE PROPERTY, THE FUTURE DEVELOPMENT EXCEPT AS MAY BE SPECIFICALLY OTHERWISE PROVIDED IN THIS AGREEMENT, TERMINATING LESSORS ARE RELYING SOLELY ON THEIR OWN INVESTIGATION OF THE REAL ESTATEPROPERTY AND REVIEW OF SUCH INFORMATION AND DOCUMENTATION, AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY TERMINATING LESSEES OR TERMINATING LESSEES’ AGENTS OR CONTRACTORS. TERMINATING LESSORS FURTHER ACKNOWLEDGE AND AGREE THAT ANY INFORMATION MADE AVAILABLE TO TERMINATING LESSORS OR PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF TERMINATING LESSEES WITH RESPECT TO THE MANNER PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT TERMINATING LESSEES HAVE NOT MADE ANY INDEPENDENT INVESTIGATION OR QUALITY VERIFICATION OF SUCH INFORMATION AND, EXCEPT AS MAY BE SPECIFICALLY OTHERWISE PROVIDED IN THIS AGREEMENT, MAKES NO REPRESENTATIONS AS TO THE CONSTRUCTION ACCURACY OR MATERIALS (IF ANY) INCORPORATED INTO COMPLETENESS OF SUCH INFORMATION. EXCEPT AS MAY BE SPECIFICALLY OTHERWISE PROVIDED IN THIS AGREEMENT, TERMINATING LESSORS AGREE TO FULLY AND IRREVOCABLY RELEASE ALL SUCH SOURCES OF INFORMATION AND PREPARERS OF INFORMATION AND DOCUMENTATION AFFECTING THE PROPERTYPROPERTY WHICH WERE RETAINED BY TERMINATING LESSEES FROM ANY AND ALL CLAIMS THAT THEY MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST SUCH SOURCES OR PREPARERS OF INFORMATION FOR ANY COSTS, THE STATE LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM SUCH INFORMATION OR DOCUMENTATION. TERMINATING LESSEES HAVE MADE NO AGREEMENT TO ALTER, REPAIR OR LACK OF REPAIR IMPROVE ANY PORTION OF THE PROPERTY, GOVERNMENTAL APPROVALS, MERCHANTABILITY, OR ENVIRONMENTAL STATUS, EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT.