Diligence and Inspection. 8.1.1 Sellers shall promptly deliver to Purchaser, or make available to Purchaser in an electronic data room all due diligence materials regarding the Property as are typically provided by sellers of hotels or requested by purchasers of hotels, including without limitation, documents, reports and other information as set forth in Exhibit J hereto (collectively, the “Due Diligence Materials”). Except as expressly set forth in this Agreement, Sellers are not making nor shall be deemed to have made any express or implied representation or warranty of any kind or nature as to any Due Diligence Materials provided, including, but not limited to, representations regarding the accuracy or completeness of any such Due Diligence Materials. Up until the final Closing Date or the termination of this Agreement, Sellers agree to deliver to Purchaser, or make available in such electronic data room, any additional and/or updated materials related to the Property reasonably requested by Purchaser in writing, to the extent in Sellers’ or any of its affiliates’ possession or control, and Sellers shall deliver such items within a reasonable period of time following such request. Up until the final Closing Date or the termination of this Agreement, Purchaser shall keep Sellers reasonably advised of the status of all negotiations and material communications with franchisors under Franchise Agreements and managers under Management Agreements (including their respective advisors and representatives).
Diligence and Inspection. 8.1.1 Purchaser acknowledges that it will have until sixteen (16) days from the Effective Date (the “Diligence Period”) to (i) inspect the Property and (ii) review the Loan Documents for the Assumed Debt. The applicable Seller shall deliver to Purchaser, or make available to Purchaser in an electronic data room (a) due diligence materials regarding the Property as are typically provided by Sellers, and (b) the Loan Documents (collectively, the “Due Diligence Materials”). Except as expressly set forth in Section 9 below, no Seller, nor any other Seller Released Party is making or shall be deemed to have made any express or implied representation or warranty of any kind or nature as to any Due Diligence Materials provided, including, but not limited to, representations regarding the accuracy or completeness of any such Due Diligence Materials. Up until the Closing Date, Sellers agree to deliver to Purchaser, or make available in such electronic data room, any additional and/or updated materials related to the Property reasonably requested by Purchaser in writing, to the extent in Sellers’ possession or control, and Sellers shall deliver such items within a reasonable time following such request, provided such request is not inconsistent with a provision of this Agreement, the Management Contracts or the Franchise Agreements. Up until the Closing Date, Purchaser shall keep the applicable Seller reasonably advised of the status of all negotiations and material communications with franchisors, managers under Management Contracts, Ground Lessors and Lender (including any servicer) (including their respective advisors and representatives). During the Diligence Period, Purchaser may elect to terminate this Agreement and receive a return of the Xxxxxxx Money for any reason or no reason upon delivery to Sellers of written notice of such election. Following the expiry of the Diligence Period, Purchaser shall be obligated to proceed to Closing and shall no longer be permitted to terminate this Agreement, except as expressly set forth herein, and the Xxxxxxx Money shall not be refundable to Purchaser, except as expressly set forth herein.
