Common use of Diligence and Inspection Clause in Contracts

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 Sellers The applicable Seller shall promptly deliver to Purchaser, or make available to Purchaser in an electronic data room all (a) due diligence materials regarding the Property as are typically provided by sellers of hotels or requested by purchasers of hotelsSellers, including without limitation, documents, reports and other information as set forth in Exhibit J hereto (b) the Loan Documents (collectively, the “Due Diligence Materials”). Except as expressly set forth in this AgreementSection 9 below, Sellers are not no Seller, nor any other Seller Released Party is making nor 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 final Closing Date or the termination of this AgreementDate, 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, provided such request is not inconsistent with a provision of this Agreement, the Management Contracts or the Franchise Agreements. Up until the final Closing Date or the termination of this AgreementDate, Purchaser shall keep Sellers the applicable Seller reasonably advised of the status of all negotiations and material communications with franchisors under Franchise Agreements and franchisors, managers under Management Agreements Contracts, Ground Lessors and Lender (including any servicer) (including their respective advisors and representatives).