Common use of Limitation on Access to Records and Plans Clause in Contracts

Limitation on Access to Records and Plans. Notwithstanding anything in this Agreement to the contrary, Buyer acknowledges and agrees that the Records and Plans or other information made available to or delivered to Buyer prior to, or at the Closing, shall not include any information which is privileged, confidential or proprietary to Seller or any of its constituent partners or affiliates, including without limitation, (i) Seller's internal financial analyses, any appraisals undertaken for Seller or other parties, income tax returns, financial statements, corporate or partnership governance records, investment advisory records, and other records concerning Seller's professional relationships, any Hotel Employee personnel files (prior to the Closing), or any other internal, proprietary, or confidential information, files, or records of Seller, (ii) the work papers, memoranda, analysis, correspondence, and similar materials prepared by or for Seller in connection with the negotiation and documentation of the transaction contemplated hereby or any other offer to purchase the Property received by Seller, and (iii) any documents or communications subject to the attorney/client privilege or attorney work product privilege. Buyer expressly agrees that its review of the Records and Plans, and any and all other information of any type or nature, whether oral or written, provided to Buyer by or on behalf of Seller and relating to the Property (collectively, the "PROPERTY INFORMATION") is for informational purposes only, and neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller has verified either the accuracy of the Property Information, or the adequacy of any method used to compile the Property Information or the qualifications of any person preparing the Property Information except that, in delivering or making available a copy of any document or papers to Buyer, Seller has delivered or made available copies of the originals of such documents or papers in Seller's possession or included in the Records and Files. Except as expressly set forth in this SECTION 6, neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller is making or giving any representation or warranty about, or assuming any responsibility for, the accuracy or completeness of the Property Information. Reliance by Buyer upon any Property Information shall not create or give rise to any liability of or against Seller or any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of

Limitation on Access to Records and Plans. Notwithstanding anything in this Agreement to the contrary, Buyer acknowledges and agrees that the Records and Plans or other information made available to or delivered to Buyer prior to, or at the Closing, shall not include any information which is privileged, confidential or proprietary to Seller or any of its constituent partners or affiliates, including without limitation, (i) Seller's internal financial analyses, any appraisals undertaken for Seller or other parties, income tax returns, financial statements, corporate or partnership governance records, investment advisory records, and other records concerning Seller's professional relationships, any Hotel Employee personnel files (prior to the Closing), or any other internal, proprietary, or confidential information, files, or records of Seller, (ii) the work papers, memoranda, analysis, correspondence, and similar materials prepared by or for Seller in connection with the negotiation and documentation of the transaction contemplated hereby or any other offer to purchase the Property received by Seller, and (iii) any documents or communications subject to the attorney/client privilege or attorney work product privilege. Buyer expressly agrees that its review of the Records and Plans, and any and all other information of any type or nature, whether oral or written, provided to Buyer by or on behalf of Seller and relating to the Property (collectively, the "PROPERTY INFORMATION") is for informational purposes only, and neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller has verified either the accuracy of the Property Information, or the adequacy of any method used to compile the Property Information or the qualifications of any person preparing the Property Information except that, in delivering or making available a copy of any document or papers to Buyer, Seller has delivered or made available copies of the originals of such documents or papers in Seller's possession or included in the Records and Files. Except as expressly set forth in this SECTION 6, neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller is making or giving any representation or warranty about, or assuming any responsibility for, the accuracy or completeness of the Property Information. Reliance by Buyer upon any Property Information shall not create or give rise to any liability of or against Seller or any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf ofof Seller. Subject to Seller's express representations and warranties set forth herein, the consummation of the Closing shall constitute Buyer's unconditional approval of all aspects of the Property and Buyer's unconditional acknowledgment that Buyer has had the opportunity to request from Seller and review such documents and materials relating of the Property as Buyer deems appropriate. All copies of such documents delivered to Buyer shall be returned to Seller if the Closing fails to occur for any reason.

Limitation on Access to Records and Plans. Notwithstanding anything in this Agreement to the contrary, Buyer acknowledges and agrees that the Records and Plans or other information made available to or delivered to Buyer prior to, or at the Closing, shall not include any information which is privileged, confidential or proprietary to Seller or any of its constituent partners or affiliates, including without limitation, (i) Seller's internal financial analyses, any appraisals undertaken for Seller or other parties, income tax returns, financial statements, corporate or partnership governance records, investment advisory records, and other records concerning Seller's professional relationships, any Hotel Employee personnel files (prior to the Closing), or any other internal, proprietary, or confidential information, files, or records of Seller, (ii) the work papers, memoranda, analysis, correspondence, and similar materials prepared by or for Seller in connection with the negotiation and documentation of the transaction contemplated hereby or any other offer to purchase the Property received by Seller, and (iii) any documents or communications subject to the attorney/client privilege or attorney work product privilege. Buyer expressly agrees that its review of the Records and Plans, and any and all other information of any type or nature, whether oral or written, provided to Buyer by or on behalf of Seller and relating to the Property (collectively, the "PROPERTY INFORMATIONProperty Information") is for informational purposes only, and neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller has verified either the accuracy of the Property Information, or the adequacy of any method used to compile the Property Information or the qualifications of any person preparing the Property Information except that, in delivering or making available a copy of any document or papers to Buyer, Seller has delivered or made available copies of the originals of such documents or papers in Seller's possession or included in the Records and Files. Except as expressly set forth in this SECTION Section 6, neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller is making or giving any representation or warranty about, or assuming any responsibility for, the accuracy or completeness of the Property Information. Reliance by Buyer upon any Property Information shall not create or give rise to any liability of or against Seller or any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf ofof Seller. Subject to Seller's express representations and warranties set forth herein, the consummation of the Closing shall constitute Buyer's unconditional approval of all aspects of the Property and Buyer's unconditional acknowledgment that Buyer has had the opportunity to request from Seller and review such documents and materials relating of the Property as Buyer deems appropriate. All copies of such documents delivered to Buyer shall be returned to Seller if the Closing fails to occur for any reason.

Limitation on Access to Records and Plans. Notwithstanding anything in this Agreement to the contrary, Buyer acknowledges and agrees that the Records and Plans or other information made available to or delivered to Buyer prior to, or at the Closing, shall not include any information which is privileged, confidential or proprietary to Seller or any of its constituent partners or affiliates, including without limitation, (i) Seller's internal financial analyses, any appraisals undertaken for Seller or other parties, income tax returns, financial statements, corporate or partnership governance records, investment advisory records, and other records concerning Seller's professional relationships, any Hotel Employee personnel files (prior to the Closing), or any other internal, proprietary, or confidential information, files, or records of Seller, (ii) the work papers, memoranda, analysis, correspondence, and similar materials prepared by or for Seller in connection with the negotiation and documentation of the transaction contemplated hereby or any other offer to purchase the Property received by Seller, and (iii) any documents or communications subject to the attorney/client privilege or attorney work product privilege. Buyer expressly agrees that its review of the Records and Plans, and any and all other information of any type or nature, whether oral or written, provided to Buyer by or on behalf of Seller and relating to the Property (collectively, the "PROPERTY INFORMATION") is for informational purposes only, and neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller has verified either the accuracy of the Property Information, or the adequacy of any method used to compile the Property Information or the qualifications of any person preparing the Property Information except that, in delivering or making available a copy of any document or papers to Buyer, Seller has delivered or made available copies of the originals of such documents or papers in Seller's possession or included in the Records and FilesPlans. Except as expressly set forth in this SECTION 6, neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller is making or giving any representation or warranty about, or assuming any responsibility for, the accuracy or completeness of the Property Information. Reliance by Buyer upon any Property Information shall not create or give rise to any liability of or against Seller or any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf ofof Seller. Subject to Seller's express representations and warranties 32 40 set forth herein, the consummation of the Closing shall constitute Buyer's unconditional approval of all aspects of the Property and Buyer's unconditional acknowledgment that Buyer has had the opportunity to request from Seller and review such documents and materials relating of the Property as Buyer deems appropriate. All copies of such documents delivered to Buyer shall be returned to Seller if the Closing fails to occur for any reason.

Limitation on Access to Records and Plans. Notwithstanding anything in this Agreement to the contrary, Buyer acknowledges and agrees that the Records and Plans or other information made available to or delivered to Buyer prior to, or at the Closing, shall not include any information which is privileged, confidential or proprietary to Seller or any of its constituent partners or affiliates, including without limitation, (i) Seller's internal financial analyses, any appraisals undertaken for Seller or other parties, income tax returns, financial statements, corporate or partnership governance records, investment advisory records, and other 27 records concerning Seller's professional relationships, any Hotel Employee personnel files (prior to the Closing), or any other internal, proprietary, or confidential information, files, or records of Seller, (ii) the work papers, memoranda, analysis, correspondence, and similar materials prepared by or for Seller in connection with the negotiation and documentation of the transaction contemplated hereby or any other offer to purchase the Property received by Seller, and (iii) any documents or communications subject to the attorney/client privilege or attorney work product privilege. Buyer expressly agrees that its review of the Records and Plans, and any and all other information of any type or nature, whether oral or written, provided to Buyer by or on behalf of Seller and relating to the Property (collectively, the "PROPERTY INFORMATION") is for informational purposes only, and neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller has verified either the accuracy of the Property Information, or the adequacy of any method used to compile the Property Information or the qualifications of any person preparing the Property Information except that, in delivering or making available a copy of any document or papers to Buyer, Seller has delivered or made available copies of the originals of such documents or papers in Seller's possession or included in the Records and FilesPlans. Except as expressly set forth in this SECTION 6, neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller is making or giving any representation or warranty about, or assuming any responsibility for, the accuracy or completeness of the Property Information. Reliance by Buyer upon any Property Information shall not create or give rise to any liability of or against Seller or any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf ofof Seller. Subject to Seller's express representations and warranties set forth herein, the consummation of the Closing shall constitute Buyer's unconditional approval of all aspects of the Property and Buyer's unconditional acknowledgment that Buyer has had the opportunity to request from Seller and review such documents and materials relating of the Property as Buyer deems appropriate. All copies of such documents delivered to Buyer shall be returned to Seller if the Closing fails to occur for any reason.

Limitation on Access to Records and Plans. Notwithstanding anything in this Agreement to the contrary, Buyer acknowledges and agrees that the Records and Plans or other information made available to or delivered to Buyer prior to, or at the Closing, shall not include any information which is privileged, confidential or proprietary to Seller or any of its constituent partners or affiliates, including without limitation, (i) Seller's internal financial analyses, any appraisals undertaken for Seller or other parties, income tax returns, financial statements, corporate or partnership governance records, investment advisory records, and other records concerning Seller's professional relationships, any Hotel Employee personnel files (prior to the Closing), or any other internal, proprietary, or confidential information, files, or records of Seller, (ii) the work papers, memoranda, analysis, correspondence, and similar materials prepared by or for Seller in connection with the negotiation and documentation of the transaction contemplated hereby or any other offer to purchase the Property received by Seller, and (iii) any documents or communications subject to the attorney/client privilege or attorney work product privilege. Buyer expressly agrees that its review of the Records and Plans, and any and all other information of any type or nature, whether oral or written, provided to Buyer by or on behalf of Seller and relating to the Property (collectively, the "PROPERTY INFORMATIONProperty Information") is for informational purposes only, and neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller has verified either the accuracy of the Property Information, or the adequacy of any method used to compile the Property Information or the qualifications of any person preparing the Property Information except that, in delivering or making available a copy of any document or papers to Buyer, Seller has delivered or made available copies of the originals of such documents or papers in Seller's possession or included in the Records and Files. Except as expressly set forth in this SECTION 6, neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller is making or giving any representation or warranty about, or assuming any responsibility for, the accuracy or completeness of the Property Information. Reliance by Buyer upon any Property Information shall not create or give rise to any liability of or against Seller or any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf ofthe

Limitation on Access to Records and Plans. Notwithstanding anything in this Agreement to the contrary, Buyer acknowledges and agrees that the Records and Plans or other information made available to or delivered to Buyer prior to, or at the Closing, shall not include any information which is privileged, confidential or proprietary to Seller or any of its constituent partners or affiliates, including without limitation, (i) Seller's internal financial analyses, any appraisals undertaken for Seller or other parties, income tax returns, financial statements, corporate or partnership governance records, investment advisory records, and other records concerning Seller's professional relationships, any Hotel Employee personnel files (prior to the Closing), or any other internal, proprietary, or confidential information, files, or records of Seller, (ii) the work papers, memoranda, analysis, correspondence, and similar materials prepared by or for Seller in connection with the negotiation and documentation of the transaction contemplated hereby or any other offer to purchase the Property received by Seller, and (iii) any documents or communications subject to the attorney/client privilege or attorney work product privilege. Buyer expressly agrees that its review of the Records and Plans, and any and all other information of any type or nature, whether oral or written, provided to Buyer by or on behalf of Seller and relating to the Property (collectively, the "PROPERTY INFORMATION") is for informational purposes only, and neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller has verified either the accuracy of the Property Information, or the adequacy of any method used to compile the Property Information or the qualifications of any person preparing the Property Information except that, in delivering or making available a copy of any document or papers to Buyer, Seller has delivered or made available copies of the originals of such documents or papers in Seller's possession or included in the Records and FilesPlans. Except as expressly set forth in this SECTION 6, neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller is making or giving any representation or warranty about, or assuming any responsibility for, the accuracy or completeness of the Property Information. Reliance by Buyer upon any Property Information shall not create or give rise to any liability of or against Seller or any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf ofof Seller. Subject to Seller's express representations and warranties set forth herein, the consummation of the Closing shall constitute Buyer's unconditional approval of all aspects of the Property and

Limitation on Access to Records and Plans. Notwithstanding anything in this Agreement to the contrary, Buyer acknowledges and agrees that the Records and Plans or other information made available to or delivered to Buyer prior to, or at the Closing, shall not include any information which is privileged, confidential or proprietary to Seller or any of its constituent partners or affiliates, including without limitation, (i) Seller's internal financial analyses, any appraisals undertaken for Seller or other parties, income tax returns, financial statements, corporate or partnership governance records, investment advisory records, and other records concerning Seller's professional relationships, any Hotel Employee personnel files (prior to the Closing), or any other internal, proprietary, or confidential information, files, or records of Seller, (ii) the work papers, memoranda, analysis, correspondence, and similar materials prepared by or for Seller in connection with the negotiation and documentation of the transaction contemplated hereby or any other offer to purchase the Property received by Seller, and (iii) any documents or communications subject to the attorney/client privilege or attorney work product privilege. Buyer expressly agrees that its review of the Records and Plans, and any and all other information of any type or nature, whether oral or written, provided to Buyer by or on behalf of Seller and relating to the Property (collectively, the "PROPERTY INFORMATIONProperty Information") is for informational purposes only, and neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller has verified either the accuracy of the Property Information, or the adequacy of any method used to compile the Property Information or the qualifications of any person preparing the Property Information except that, in delivering or making available a copy of any document or papers to Buyer, Seller has delivered or made available copies of the originals of such documents or papers in Seller's possession or included in the Records and FilesPlans. Except as expressly set forth in this SECTION Section 6, neither Seller nor any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf of Seller is making or giving any representation or warranty about, or assuming any responsibility for, the accuracy or completeness of the Property Information. Reliance by Buyer upon any Property Information shall not create or give rise to any liability of or against Seller or any agent, advisor, officer, attorney, representative or other person acting or purporting to act on behalf ofor