Common use of FF&E Clause in Contracts

FF&E. The FF&E Schedule and the Plans and Specifications (to the extent the Plans and Specifications describe FF&E) accurately describe in all material respects the FF&E owned by the applicable Seller and located at such Seller's Property and, to Seller's knowledge, such FF&E is "new" and has not been used prior to its use at such Property. The representations and warranties made in this Agreement by Seller and, if applicable, MI, in Section 6.1 through Section 6.14, inclusive, are made as of the date hereof and shall be deemed remade by the Seller and, if applicable, MI, as of each Closing Date for the Property then being conveyed by the Seller, with the same force and effect as if made on, and as of, such date; and the representations and warranties made in this Agreement by Seller and, if applicable, MI, in Section 6.15 through Section 6.23, inclusive, shall be made as of the Closing Date in respect of the Property being sold and transferred, provided, however, that, the Seller shall have the right, from time to time prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, to modify the representations and warranties made in Section 6.12 (No Violation of Agreements), Section 6.13 (Litigation) and Section 6.18 (Insurance) as a result of changes in applicable conditions beyond the control of Seller, by notice to the Purchaser and, in such event, the representations and warranties shall be deemed modified to the extent required by such changes, and (a) if Seller and MI agree to indemnify Purchaser against any loss that may be suffered by Purchaser as a result of such changes, then Purchaser will be required to close hereunder without any abatement of Allocable Purchase Price or changes in any other condition, and (b) if Seller and MI elect not to so indemnify Purchaser, Purchaser shall have the option to either accept the change and close, or reject the change, in which case Purchaser's obligation to purchase the Property in question shall terminate. All representations and warranties made in this Agreement by the Seller and MI shall survive the applicable Closing for a period of one year. Any action, suit or proceeding with respect to the truth, accuracy or completeness of any such representation or warranty shall be commenced, if at all, on or before the date which is twelve (12) months after the date of such Closing and, if not commenced on or before such date, thereafter shall be void and of no force or effect. Prior to any Closing contemplated by this Agreement, Purchaser will have had the opportunity to investigate independently all physical aspects of the Property which is the subject of the Closing, and to make all such independent inspections and/or investigations of such Property that Purchaser deems necessary or desirable including, without limitation, review of the building permits, certificates of occupancy, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, agreements with associations or other private parties affecting or concerning the Property, the condition of title, soils and geological reports, engineering and structural certificates, tests and third-party reports (if any), governmental agreements and approvals and architectural plans and site plans. Purchaser represents and warrants that, in entering into this Agreement, Purchaser has not relied on any representation, warranty, promise or statement, express or implied, of Seller or MI, or anyone acting for or on behalf of Seller or MI, other than as expressly set forth in this Agreement; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER AND MI, PURCHASER ACKNOWLEDGES THAT THE PROPERTY OWNED BY THE SELLER WILL, UPON THE ACQUISITION BY PURCHASER OF SUCH PROPERTY, BE IN ITS "AS IS" CONDITION AND IN ITS "AS IS" STATE OF REPAIR, WITH ALL FAULTS SUBJECT ONLY, HOWEVER, TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER AND MI FOR THE BENEFIT OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT. Except as otherwise expressly provided in this Agreement or any documents executed and delivered by Seller or MI to the Purchaser at the Closing, the Seller and MI disclaim the making of any representations or warranties, express or implied, regarding the Properties or matters affecting the same, whether made by the Seller or MI, on the Seller's behalf or on MI's behalf, or otherwise, including, without limitation, the physical condition of the Properties, title to, the boundaries or other survey matters of, the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property, except as expressly provided in Section 6.12, Section 6.13, Section 6.15, Section 6.16, Section 6.17, Section 6.19, Section 6.20 and Section 6.22. The Purchaser further acknowledges that it has not received from or on behalf of the Seller or MI, any accounting, feasibility, marketing, economic, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. As used in this Agreement, the phrases "to Seller's knowledge," "to MI's knowledge" and "to Seller's and MI's knowledge" or words of similar import shall mean the actual (and not constructive or imputed) knowledge, without independent investigation or inquiry, of Xxxxx Xxxxxx (and any subsequent officer of Lodging Development at MI having direct oversight responsibility for the transactions contemplated hereby), or Xxxxxxxxx Xxxxx (and any subsequent finance officer of MI having direct oversight responsibility for the transactions contemplated hereby), or Xxxx Xxx (and any subsequent Vice President - Design and Project Management of Marriott International Design and Construction Services, Inc. having direct oversight responsibility for the transactions contemplated hereby) or of an employee of Seller or MI, or any Affiliated Person as to either, assigned to work at the Property in connection with construction of the Improvements and/or in connection with the installment of the FF&E on a full-time basis, if any.

FF&E. The FF&E Schedule and the Plans and Specifications (to the extent the Plans and Specifications describe FF&E) accurately describe in all material respects the FF&E owned by the applicable Seller Owner and located at such Seller's the Property and, to Seller's knowledge, such FF&E is "new" and has not been used prior to its use at such the Property. The representations and warranties made in this Agreement by Seller andand MI (and CBM, if as applicable), MI, as indicated in Section 6.1 through Section 6.14, inclusive, are made as of the date hereof and shall be deemed remade by the Seller andand MI (and CBM, if as applicable, MI), as of each the Closing Date for the Property then being conveyed by the SellerDate, with the same force and effect as if made on, and as of, such date; and the representations and warranties made in this Agreement by Seller andand MI (or CBM, if as applicable, MI), in Section 6.15 through Section 6.23, inclusive, shall be made as of the Closing Date in respect of the Property being sold and transferred, provided, however, that, the Seller shall have the right, from time to time prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, to modify the representations and warranties made in Section 6.12 (No Violation of Agreements), Section 6.13 (Litigation) and Section 6.18 (Insurance) as a result of changes in applicable conditions beyond the control of Seller, by notice to the Purchaser and, in such event, the representations and warranties shall be deemed modified to the extent required by such changes, and (a) if Seller and MI agree to indemnify Purchaser against any loss that may be suffered by Purchaser as a result of such changes, then Purchaser will be required to close hereunder without any abatement of Allocable Purchase Price or changes in any other condition, and (b) if Seller and MI elect not to so indemnify Purchaser, Purchaser shall have the option to either accept the change and close, or reject the change, in which case Purchaser's obligation to purchase the Property in question shall terminate. All representations and warranties made in this Agreement by the Seller and MI (and CBM, as applicable) shall survive the applicable Closing for a period of one year. Any action, suit or proceeding with respect to the truth, accuracy or completeness of any such representation or warranty shall be commencedcommenced and served, if at all, on or before the date which is twelve (12) months after the date of such Closing and, if not commenced on or before such date, thereafter shall be void and of no force or effect. Prior Except as contemplated by Section 12, prior to any the Closing contemplated by this Agreement, Purchaser will have had the opportunity to investigate independently all physical aspects of the Property which is the subject of the ClosingProperty, and to make all such independent inspections and/or investigations of such the Property that Purchaser deems necessary or desirable including, without limitation, review of the building permits, certificates of occupancy, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, agreements with associations or other private parties affecting or concerning the PropertyProperty (if any), the condition of title, soils and geological reports, engineering and structural certificates, tests and third-party reports (if any), governmental agreements and approvals and architectural plans and site plans. Purchaser represents and warrants that, in entering into this Agreement, Purchaser has not relied on any representation, warranty, promise or statement, express or implied, of Seller Seller, CBM, MI or MIOwner, or anyone acting for or on behalf of Seller Seller, CBM, MI or MIOwner, other than as expressly set forth in this Agreement; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER AND SELLER, CBM OR MI, PURCHASER ACKNOWLEDGES THAT THE PROPERTY OWNED BY THE SELLER WILL, UPON THE ACQUISITION BY PURCHASER OF SUCH PROPERTYTHE OWNERSHIP INTEREST, BE IN ITS "AS IS" CONDITION AND IN ITS "AS IS" STATE OF REPAIR, WITH ALL FAULTS SUBJECT ONLY, HOWEVER, TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER SELLER, CBM, AND MI FOR THE BENEFIT OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT. Except as otherwise expressly provided in this Agreement or any documents executed and delivered by Seller Seller, CBM, or MI to the Purchaser at the Closing, the Seller Seller, MI, CBM and MI Owner disclaim the making of any representations or warranties, express or implied, regarding the Properties Ownership Interest, Owner or Property or matters affecting the same, whether made by the Seller Seller, CBM, MI or MIOwner, on the Seller's behalf, CBM's behalf, MI's behalf or on MIOwner's behalf, or otherwise, including, without limitation, the physical condition of the PropertiesProperty, title to, the boundaries or other survey matters of, the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties Property or the market and physical environments in which they are it is located. The Purchaser acknowledges that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property, except as expressly provided in Section 6.12, Section 6.13, Section 6.15, Section 6.16, Section 6.17, Section 6.19, Section 6.20 and Section 6.22. The Purchaser further acknowledges that it has not received from or on behalf of the Seller Seller, CBM, MI or MIOwner, any accounting, feasibility, marketing, economic, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. As used in this Agreement, the phrases "to Seller's knowledge," "to Owner's knowledge", "to MI's knowledge" and and/or "to Seller's and MICBM's knowledge" or words of similar import shall mean the actual (and not constructive or imputed) knowledge, without independent investigation or inquiry, of Xxxxx Xxxxxx (and any subsequent officer of Lodging Development at MI having direct oversight responsibility for the transactions contemplated hereby), or Xxxxxxxxx Xxxxx Xxxxxxx X. Xxxxxxx (and any subsequent finance officer of MI having direct oversight responsibility for the transactions contemplated hereby), or Xxx Xxxxx (and any subsequent officer of MI serving as project manager for the transaction contemplated hereby), or Xxxx Xxx (and any subsequent Vice President - Design and Project Management of Marriott International Design and Construction Services, Inc. having direct oversight responsibility for the transactions contemplated hereby) or of an employee of Seller or MI, or any Affiliated Person as to either, assigned to work at the Property in connection with construction of the Improvements and/or in connection with the installment of the FF&E on a full-time basis, if any.

FF&E. The FF&E Schedule and the Plans and Specifications (to the extent the Plans and Specifications describe FF&E) accurately describe in all material respects the FF&E owned by the applicable Seller and located at such Seller's the Property and, to Seller's knowledge, such FF&E is "new" and has not been used prior to its use at such the Property. The representations and warranties made in this Agreement by Seller and, if applicable, MI, in Section 6.1 through Section 6.14, inclusive, are made as of the date hereof and shall be deemed remade by the Seller and, if applicable, MI, as of each the Closing Date for the Property then being conveyed by the SellerDate, with the same force and effect as if made on, and as of, such date; and the representations and warranties made in this Agreement by Seller and, if applicable, MI, in Section 6.15 through Section 6.23, inclusive, shall be made as of the Closing Date in respect of the Property being sold and transferredDate, provided, however, that, the Seller shall have the right, from time to time prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, to modify the representations and warranties made in Section 6.12 (No Violation of Agreements), Section 6.13 (Litigation) and Section 6.18 (Insurance) as a result of changes in applicable conditions beyond the control of Seller, by notice to the Purchaser and, in such event, the representations and warranties shall be deemed modified to the extent required by such changes, and (a) if Seller and MI agree to indemnify Purchaser against any loss that may be suffered by Purchaser as a result of such changes, then Purchaser will be required to close hereunder without any abatement of Allocable Purchase Price or changes in any other condition, and (b) if Seller and MI elect not to so indemnify Purchaser, Purchaser shall have the option to either accept the change and close, or reject the change, in which case Purchaser's obligation to purchase the Property in question shall terminate. All representations and warranties made in this Agreement by the Seller and MI shall survive the applicable Closing for a period of one year. Any action, suit or proceeding with respect to the truth, accuracy or completeness of any such representation or warranty shall be commenced, if at all, on or before the date which is twelve (12) months after the date of such Closing and, if not commenced on or before such date, thereafter shall be void and of no force or effect. Prior to any Closing contemplated by this Agreementthe Closing, Purchaser will have had the opportunity to investigate independently all physical aspects of the Property which is the subject of the ClosingProperty, and to make all such independent inspections and/or investigations of such the Property that Purchaser deems necessary or desirable including, without limitation, review of the building permits, certificates of occupancy, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, agreements with associations or other private parties affecting or concerning the Property, the condition of title, soils and geological reports, engineering and structural certificates, tests and third-party reports (if any), governmental agreements and approvals and architectural plans and site plans. Purchaser represents and warrants that, in entering into this Agreement, Purchaser has not relied on any representation, warranty, promise or statement, express or implied, of Seller or MI, or anyone acting for or on behalf of Seller or MI, other than as expressly set forth in this Agreement; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER AND MI, PURCHASER ACKNOWLEDGES THAT THE PROPERTY OWNED BY THE SELLER WILL, UPON THE ACQUISITION BY PURCHASER OF SUCH THE PROPERTY, BE IN ITS "AS IS" CONDITION AND IN ITS "AS IS" STATE OF REPAIR, WITH ALL FAULTS SUBJECT ONLY, HOWEVER, TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER AND MI FOR THE BENEFIT OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT. Except as otherwise expressly provided in this Agreement or any documents executed and delivered by Seller or MI to the Purchaser at the Closing, the Seller and MI disclaim the making of any representations or warranties, express or implied, regarding the Properties Property or matters affecting the same, whether made by the Seller or MI, on the Seller's behalf or on MI's behalf, or otherwise, including, without limitation, the physical condition of the PropertiesProperty, title to, the boundaries or other survey matters of, the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties Property or the market and physical environments in which they are located. The Purchaser acknowledges that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each the Property, except as expressly provided in Section 6.12, Section 6.13, Section 6.15, Section 6.16, Section 6.17, Section 6.19, Section 6.20 and Section 6.22. The Purchaser further acknowledges that it has not received from or on behalf of the Seller or MI, any accounting, feasibility, marketing, economic, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. As used in this Agreement, the phrases "to Seller's knowledge," "to MI's knowledge" and "to Seller's and MI's knowledge" or words of similar import shall mean the actual (and not constructive or imputed) knowledge, without independent investigation or inquiry, of Xxxxx Xxxxxx (and any subsequent officer of Lodging Development at MI having direct oversight responsibility for the transactions contemplated hereby), or Xxxxxxxxx Xxxxx Xxxxxxx X. Xxxxxxx (and any subsequent finance officer of MI having direct oversight responsibility for the transactions contemplated hereby), or Xxxx Xxx (and any subsequent Vice President - Design and Project Management of Marriott International Design and Construction Services, Inc. having direct oversight responsibility for the transactions contemplated hereby) or Xxxxxxx Xxxxxxx, or of an employee of Seller or MI, or any Affiliated Person as to either, assigned to work at the Property in connection with construction of the Improvements and/or in connection with the installment of the FF&E on a full-time basis, if any.

FF&E. The FF&E Schedule and the Plans and Specifications (to the extent the Plans and Specifications describe FF&E) accurately describe in all material respects the FF&E owned by the applicable Seller Owner and located at such SellerOwner's Property and, to Seller's knowledge, such FF&E is "new" and has not been used prior to its use at such Property. The representations and warranties made in this Agreement by Seller Seller, Owner and, if applicable, MI, in Section 6.1 through Section 6.14, inclusive, are made as of the date hereof and shall be deemed remade by the Seller Seller, Owner and, if applicable, MI, as of each Closing Date for the Property Ownership Interests then being conveyed assigned by the Seller, and as to each Owner in respect to which such Ownership Interests relate, and as to the Property owned by such Owner, with the same force and effect as if made on, and as of, such date; and the representations and warranties made in this Agreement by Seller Seller, Owner and, if applicable, MI, in Section 6.15 through Section 6.23, inclusive, shall be made as of the Closing Date in respect of the Property in respect of which the Ownership Interests in the Owner thereof are being sold and transferred, provided, however, that, the Seller shall have the right, from time to time prior to the applicable Closing Date, with respect to any Ownership Interests and related Owner and/or Property as to which a Closing has not yet occurred, to modify the representations and warranties made in Section 6.12 (No Violation of Agreements), Section 6.13 (Litigation) and Section 6.18 (Insurance) as a result of changes in applicable conditions beyond the control of Seller, Owner by notice to the Purchaser and, in such event, the representations and warranties warranty shall be deemed modified to the extent required by such changes, and (a) if Seller and MI agree agrees to indemnify Purchaser against any loss that may be suffered by Purchaser as a result of such changes, then Purchaser will be required to close hereunder without any abatement of Allocable Purchase Price or changes in any other condition, and (b) if Seller and MI elect elects not to so indemnify Purchaser, Purchaser shall have the option to either accept the change and close, or reject the change, in which case Purchaser's obligation to purchase the Ownership Interests of the Owner of the Property in question shall terminate. All representations and warranties made in this Agreement by the Seller and MI shall survive the applicable Closing for a period of one year. Any action, suit or proceeding with respect to the truth, accuracy or completeness of any such representation or warranty shall be commencedcommenced and served, if at all, on or before the date which is twelve (12) months after the date of such Closing and, if not commenced on or before such date, thereafter shall be void and of no force or effect. The representation and warranties made by Seller herein shall not be applicable to, and expressly shall not survive, an Accelerated Closing pursuant to the provision of Section 3.2, but the provisions of the following two paragraphs of this Section 6 shall apply to any such Accelerated Closing. Prior to any Closing contemplated by this Agreement, Purchaser will have had the opportunity to investigate independently all physical aspects of the Property of the Owner which is the subject of the Closing, and to make all such independent inspections and/or investigations of such Property that Purchaser deems necessary or desirable including, without limitation, review of the building permits, certificates of occupancy, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, agreements with associations or other private parties affecting or concerning the Property, the condition of title, soils and geological reports, engineering and structural certificates, tests and third-party reports (if any), governmental agreements and approvals and architectural plans and site plans. Purchaser represents and warrants that, in entering into this Agreement, Purchaser has not relied on any representation, warranty, promise or statement, express or implied, of Seller or MISeller, any Owner, or anyone acting for or on behalf of Seller or MIany Owner, other than as expressly set forth in this Agreement; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER AND MISELLER, PURCHASER ACKNOWLEDGES THAT THE PROPERTY OWNED BY THE SELLER OWNER WILL, UPON THE ACQUISITION BY PURCHASER OF THE OWNERSHIP INTERESTS IN SUCH PROPERTYOWNER, BE IN ITS "AS IS" CONDITION AND IN ITS "AS IS" STATE OF REPAIR, WITH ALL FAULTS SUBJECT ONLY, HOWEVER, TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER AND MI FOR THE BENEFIT OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT. Except as otherwise expressly provided in this Agreement or any documents executed and delivered by Seller or MI to the Purchaser at the Closing, the Seller and MI Owners disclaim the making of any representations or warranties, express or implied, regarding the Ownership Interests, Owners or Properties or matters affecting the same, whether made by the Seller or MISeller, any Owner, on the Seller's behalf or on MIany Owner's behalf, or otherwise, including, without limitation, the physical condition of the Properties, title to, the boundaries or other survey matters of, the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property, except as expressly provided in Section 6.12, Section 6.13, Section 6.15, Section 6.16, Section 6.17, Section 6.19, Section 6.20 and Section 6.22. The Purchaser further acknowledges that it has not received from or on behalf of the Seller or MIany Owner, any accounting, feasibility, marketing, economic, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. As used in this Agreement, the phrases phrase "to Seller's knowledge," "to MI's knowledge" and "to Seller's and MI's knowledge" or words of similar import shall mean the actual (and not constructive or imputed) knowledge, without independent investigation or inquiry, of Xxxxx Xxxxxx (and any subsequent officer of Lodging Development at MI having direct oversight responsibility for the transactions contemplated hereby), or Xxxxxxxxx Xxxxxxxxxxx Xxxxx (and any subsequent finance officer of MI having direct oversight responsibility for the transactions contemplated hereby), or Xxxxx Xxxxx (and any subsequent officer of MI serving as project manager for the transaction contemplated hereby), Xxxx Xxx (and any subsequent Vice President - Design and Project Management of Marriott International Design and Construction Services, Inc. having direct oversight responsibility for the transactions contemplated hereby) or and of an employee of Seller or MI, or any Affiliated Person as to either, MI assigned to work at the Property in connection with construction of the Improvements and/or in connection with the installment of the FF&E on a full-time basis, if any.