Common use of Construction of Hotel Clause in Contracts

Construction of Hotel. (i) To Seller’s and Indemnitor’s knowledge the Hotel has been constructed in a good and workmanlike manner without encroachments not disclosed on the Survey and in accordance in all material respects with the record plans and specs, and all building permits and certificates of occupancy therefor and all applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes. (ii) To Seller’s and Indemnitor’s knowledge the Personal Property is in good condition and operating order. (iii) To Seller’s and Indemnitor’s knowledge, necessary easements for ingress and egress, drainage, signage and utilities serving the Hotel have either been dedicated to the public, conveyed to the appropriate utility or will be conveyed to Buyer along with the Property, or otherwise provided for such that the Hotel may operate. Notwithstanding the foregoing, Buyer acknowledges that it is being given a full opportunity to completely inspect the Property, the operation thereof, and the financial and other information in connection therewith. In addition, Buyer represents and warrants that it will inspect the Property and, if it elects to close the transaction, will be familiar with and satisfied with the condition of Property including, without limitation, the location, condition, layout and physical condition of the Property and surrounding areas, geotechnical data, surface, soil and subsurface conditions of the Property and all structural matters related thereto. Therefore, except as specifically provided in this Agreement, Seller is conveying and Buyer is accepting the property in strictly “AS IS” condition with all faults and, except for the specific warranties and representations provided in this Agreement, Seller is not making any further warranties or representations, express or implied, including, without limitation, any warranty of merchantability or fitness for a particular purpose. Buyer represents and warrants that, Buyer is experienced in the acquisition of real property, including lodging properties, and that as of the Closing Date, Buyer will be familiar with the Property and will have made such independent investigations as Buyer deems necessary or appropriate concerning the Property. If Buyer elects to proceed with the purchase of the Property, any objections which Buyer may have with respect to the Property shall be waived by the Buyer. All warranties and representations contained in this Agreement shall survive the Closing of this transaction for a period of twelve (12) months after Closing. No suit, cause of action, demand or other claim of any nature whatsoever shall be made under the foregoing representations, warranties and covenants unless the aggregate amount of Buyer’s direct out-of-pocket losses (not including, by way of example only, any diminution in the value of the Property) resulting from the inaccuracy or breach of such representations, warranties and covenants exceeds, in the aggregate, Fifty Thousand and no/100ths ($50,000.00) dollars. (the Agreed-Upon Limit”). The Agreed-Upon Limit shall not apply to subsections 7.1(d), (e), (g), and (i) above, Section 8.8 below (except as provided in 8.8(a)(ii)) or errors in the proper calculation of closing credits or changes including, but not limited to, Seller’s Costs and Buyer’s Costs under Article XI, below, and Adjustments under Article XII, below.