MANAGER REPRESENTS THAT Clause Samples

MANAGER REPRESENTS THAT. IT HAS INSPECTED THE HOTELS INCLUDING THE FF&E AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY; AS OF THE INITIAL HOTELS EFFECTIVE DATE, THE INITIAL HOTELS WERE IN COMPLIANCE WITH THE BRAND STANDARDS IN ALL MATERIAL RESPECTS; AS OF THE PARSIPPANY HOTEL EFFECTIVE DATE, THE PARSIPPANY HOTEL WAS IN COMPLIANCE WITH THE BRAND STANDARDS IN ALL MATERIAL RESPECTS; EXCEPT FOR CAPITAL REPLACEMENTS TO BE MADE FROM TIME TO TIME USING FUNDS TO BE DEPOSITED IN THE RESERVE ACCOUNT PURSUANT TO SECTION 5.2(a) AND SECTION 5.2(g), EXCEPT AS TO CERTAIN EXPANSION HOTELS PREVIOUSLY DISCLOSED TO HPTSHC, MANAGER CURRENTLY DOES NOT ANTICIPATE THE NEED TO MAKE CAPITAL REPLACEMENTS AT ANY HOTEL DURING THE FIRST FIVE YEARS OF THE TERM WITH RESPECT TO SUCH HOTEL (PROVIDED, HOWEVER, SUCH REPRESENTATION IS NOT A GUARANTY OR WARRANTY THAT NO SUCH CAPITAL REPLACEMENTS WILL BE REQUIRED); AND, EXCEPT AS PROVIDED IN SECTIONS 2.7, AND 2.8, IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF OWNER, PURCHASER OR ANY OF THEIR AGENTS OR EMPLOYEES WITH RESPECT TO ANY OF THE MATTERS SET FORTH IN THIS SECTION. SUBJECT TO THE TERMS OF SECTIONS 2.7 AND 2.8, MANAGER WAIVES ANY CLAIM OR ACTION AGAINST OWNER AND PURCHASER WITH RESPECT TO THE CONDITION OF THE HOTELS. EXCEPT AS PROVIDED IN SECTIONS 2.7 AND 2.8, PURCHASER AND OWNER MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY HOTEL OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT.