Common use of PURCHASER'S INSPECTION AND WAIVER Clause in Contracts

PURCHASER'S INSPECTION AND WAIVER. Purchaser shall have 20 days after the later of the Effective Date or delivery by Seller to Purchaser of the last of the Due Diligence Materials which are within the possession or control of or accessible to Seller ("Inspection Period") within which to inspect the Property and review all documents requested in the Due Diligence Request List ("Due Diligence Materials") to determine whether the Property in its current status is suitable, in the exercise of the sole business judgment discretion of Purchaser, for the purposes of Purchaser, which inspection may, at Purchaser's discretion and cost, include environmental assessments. Purchaser shall only use the Due Diligence Materials for the purpose of evaluating the Property, as opposed to any competitive use, and shall restrict access to the Due Diligence Materials to those persons required to evaluate the Property. This Agreement shall terminate, the Earnest Money shall be refunded to Purchaser, and all responsibilities of the parties to one another shall terminate unless, prior to the end of the Inspection Period, Purchaser notifies Seller that Purchaser has determined to its satisfaction the Property can be used for these purposes to Purchaser's satisfaction. The start date of the Inspection Period shall be established as follows: Seller shall deliver (or make available at the Hotels if so provided in the Due Diligence Request List) all Due Diligence Materials to Purchaser within five business days of the Effective Date, or such earlier date as Seller can accomplish, together with a listing of the materials furnished and a written certification to Purchaser that such delivery constitutes all of the Due Diligence Materials except materials which, to Seller's Actual Knowledge, do not exist or cannot be obtained by Seller. In the event Seller discovers additional Due Diligence Materials after the certification and delivery described in the preceding sentence, Seller shall immediately deliver such materials together with a supplemental certification in the same form as described in the preceding sentence, in which event the Inspection Period, as to such additional materials only, will be presumed to have commenced on the date of this supplemental delivery and certification by Seller. Immediately upon execution of this Agreement, Seller shall provide Purchaser with continuing access to the Property and complementary guest rooms for Purchaser's inspection personnel to complete such inspections and reports as Purchaser may elect, provided they shall be conducted without disruption of the operation of the Hotels and at Purchaser's sole expense and Purchaser shall indemnify Seller against any physical damage to the Property or claim resulting from negligent or unlawful actions by Purchaser or Purchaser's agents arising out of Purchaser's inspection activities. To facilitate this inspection, and for information purposes only, with no recourse to Seller for mistakes, Seller shall have its onsite staff complete, to the best of their knowledge and ability, and deliver to Purchaser within five business days of the Effective Date, the Facility Inspection Questionnaire which is attached to and incorporated in this Agreement by this reference as Exhibit D. Article VI ---------- REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents to Seller that the following statements are true:

PURCHASER'S INSPECTION AND WAIVER. Purchaser shall have 20 45 days after the later of the Effective Date or delivery by Seller to Purchaser of the last of the Due Diligence Materials which are within the possession or control of or accessible to Seller ("Inspection Period") within which to inspect the Property and review all documents requested in the Due Diligence Request List ("Due Diligence Materials") Materials to determine whether the Property in its current status is suitable, in the exercise of the sole business judgment discretion of Purchaser, for the purposes of Purchaser, which inspection may, at Purchaser's discretion and cost, include environmental assessmentsassessments and surveys. Purchaser shall only use the Due Diligence Materials for the purpose of evaluating the Property, as opposed to any competitive use, and shall restrict access to the Due Diligence Materials to those persons required to evaluate the Property. This Agreement shall terminate, the Earnest Xxxxxxx Money shall be refunded to Purchaser, and all responsibilities of the parties to one another shall terminate unless, prior to the end of the Inspection Period, Purchaser notifies Seller that Purchaser has determined to its satisfaction the Property can be used for these purposes to Purchaser's satisfactionsatisfaction ("Waiver Notice"). The start date If a survey promptly requested by Purchaser following the Effective Date is not received more than five business days prior to the end of the Inspection Period, then the Inspection Period shall be established as follows: Seller shall deliver (or make available at the Hotels if so provided in the Due Diligence Request List) all Due Diligence Materials extended to Purchaser within five business days of the Effective Date, or such earlier date as Seller can accomplish, together with a listing of the materials furnished and a written certification to Purchaser that such delivery constitutes all of the Due Diligence Materials except materials which, to Seller's Actual Knowledge, do not exist or cannot be obtained by Seller. In the event Seller discovers additional Due Diligence Materials after the certification and delivery described in Purchaser receives the preceding sentence, Seller shall immediately deliver such materials together with a supplemental certification in the same form as described in the preceding sentence, in which event survey. During the Inspection Period, as Purchaser and Purchaser's representatives, agents and designees will have the right, at reasonable times and upon reasonable advance notice to such additional materials onlySeller (which notice must describe the scope of the planned testing and investigations) to enter upon the Property, in connection with its purchase of the Property. However, Purchaser agrees that: (a) all tests will be presumed to have commenced on the date of this supplemental delivery and certification by Seller. Immediately upon execution of this Agreement, Seller shall provide Purchaser with continuing access to the Property and complementary guest rooms for at Purchaser's inspection personnel to complete such inspections sole cost and reports as Purchaser may elect, provided they shall be conducted without disruption of the operation of the Hotels expense and at Purchaser's sole expense risk; (b) the persons or entities performing such tests will be properly licensed and qualified and will have obtained all appropriate permits for performing such tests and will be reasonably acceptable to Seller; (c) Seller will have the right, in its reasonable discretion, to approve Purchaser's work plan for any proposed physical testing or drilling on or beneath the Property ("Phase II Testing Plan"). For purposes of this Section 5.3.1(c) the term "reasonable discretion" shall include, but not be limited to, Seller's right to withhold approval due to the potential liability of Seller or the cost or inconvenience to Seller as a result of the proposed work performed under Phase II Testing Plan. If Seller disapproves of Purchaser's Phase II Testing Plan, Seller shall advise Purchaser in writing, within four business days after the Plan is submitted to Seller, of the specific reasons why Seller disapproves of the Phase II Testing Plan. Purchaser shall indemnify have the right to revise its Phase II Testing Plan once and submit such a revised plan to Seller for Seller's approval thereof in accordance with this Section 5.3.1(c) Seller's disapproval of the Phase II Testing Plan or the revised version of such plan, if any, shall not be deemed a default of Seller under this Agreement. If Seller disapproves of the Phase II Testing Plan or the revised version of such plan, if any, Purchaser will have the option to cancel the Escrow by providing written notice to Seller, in which case Seller shall pay any cancellation costs incurred as a result of the cancellation of this Agreement. Seller shall be deemed to have approved Purchaser's Phase II Testing Plan if Seller does not respond or approve such plan within four (4) business days after submission thereof to Seller; (d) Purchaser will advise Seller in advance of the dates of all tests and other work and will schedule all tests and other work during normal business hours whenever feasible unless otherwise requested by Seller; (e) Seller will have the right to have a representative of Seller accompany Purchaser and Purchaser's representatives, agents or designees while they are on the Property; (f) Any entry by Purchaser, its representative, agents or designees will not materially interfere with Seller's use of the Property; (g) Purchaser will indemnify, defend and hold Seller harmless for, from and against any physical damage and all claims, damages, costs, liabilities and losses (including mechanics' liens) arising out of any entry by Purchaser or its agents, designees or representatives. Without limiting the foregoing, Purchaser shall remove any mechanic's liens or other liens which may be filed against the Property by a party providing labor or materials or other services at the request of Purchaser. This indemnity shall survive the Closing, or if the sale is not consummated, shall survive the termination of this Agreement; and (h) Purchaser will restore the Property at Purchaser's sole cost and expense if this transaction does not close. Until restoration is complete, Purchaser will take all steps necessary to ensure that any conditions on the Property created by Purchaser's testing will not materially interfere with the normal operation of the Property or claim resulting from negligent create any dangerous, unhealthy, unsightly or unlawful actions noise conditions on the Property. In addition, prior to any entry involving physical testing, drilling or other physical disturbance, Purchaser shall provide Seller with proof of commercial general liability insurance maintained by Purchaser, with a combined single limit of at least One Million Dollars ($1,000,000), covering Purchaser and its consultants or contractors performing the work, which insurance shall include, but not be limited to, completed operations and broad form property damage coverage and which shall name Seller and its lender as additional insureds. Seller may require Purchaser and its consultants or contractors performing the work to obtain pollution liability insurance which shall include, but not be limited to, specific coverage for removal, remediation, cleanup and disposal of hazardous or nonhazardous materials (i) which have been brought onto the Property by Purchaser or Purchaser's agents arising out its consultants or contractors or (ii) the removal, remediation cleanup or disposal of Purchaser's inspection activitieswhich is required as a result of the acts or omissions of Purchaser or its consultants or contractors. To facilitate this inspection, Purchaser shall provide Seller with certificates and for information purposes only, with no recourse to Seller for mistakes, Seller shall have its onsite staff complete, endorsements evidencing the foregoing coverages prior to the best first entry by Purchaser or its consultants and contractors onto the Property. The insurers and the amounts and coverages of their knowledge and ability, and deliver such policies shall be satisfactory to Purchaser within five business days Seller. This provision will survive the Closing or any earlier termination of the Effective Date, the Facility Inspection Questionnaire which is attached to and incorporated in this Agreement by this reference as Exhibit D. Article VI ---------- REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents to Seller that the following statements are true:Agreement.

PURCHASER'S INSPECTION AND WAIVER. Purchaser shall have 20 30 days after the later of the Effective Date or delivery by Seller to Purchaser of the last of the documents requested in the Due Diligence Materials which are within the possession or control of or accessible to Seller ("Inspection Period") Request List within which to inspect the Property and review all documents requested in the Due Diligence Request List ("Due Diligence Materials") to determine whether the Property in its current status is suitable, in the exercise of the sole business judgment discretion of Purchaser, for the purposes of Purchaser, which inspection may, at Purchaser's discretion and cost, include environmental assessments. Purchaser shall only use the Due Diligence Materials for the purpose of evaluating the Property, as opposed to any competitive use, and shall restrict access to the Due Diligence Materials to those persons required to evaluate the Property. This Agreement shall terminate, the Earnest Money shall be refunded to Purchaserxx Xxxchaser, and all responsibilities of the parties to one another shall terminate unless, prior to the end within 30 days of the Inspection Periodlater of complete execution and delivery of this Agreement or delivery of all Due Diligence Materials, Purchaser notifies Seller that Purchaser has determined to its satisfaction the Property can be used for these purposes to Purchaser's satisfaction. The start date In the event Purchaser waives its contingency as described in the preceding sentence, Purchaser shall immediately increase the amount of Earnest Money which it deposits xx x xotal of $600,000. Completion of delivery of Due Diligence Materials shall be conclusively established as starting on the earlier of the Inspection Period shall be established as follows: following events. Seller shall deliver (or make available at the Hotels Hotel if so provided in the Due Diligence Request ListExhibit C) all Due Diligence Materials to Purchaser within five business days of the Effective Date, or such earlier date as Seller can accomplish, together with a listing of the materials furnished furnished. Purchaser will notify Seller within three business days of receipt of the items described in the preceding sentence of any Due Diligence Materials which have not been included in the delivery, and a written certification in the absence of such notice the 30 day period will be presumed to have commenced on the delivery. Seller will, within three business days of receipt of the notice described in the preceding sentence, either deliver the missing materials or represent and warrant to Purchaser that such delivery constitutes all of the Due Diligence Materials except materials whichmaterials, to the best of Seller's Actual Knowledgeknowledge, do not exist or cannot be obtained by Seller. In , and the event Seller discovers additional Due Diligence Materials after the certification and delivery described in the preceding sentence, Seller shall immediately deliver such materials together with a supplemental certification in the same form as described in the preceding sentence, in which event the Inspection Period, as to such additional materials only, 30 day period will be presumed to have commenced on the date of this supplemental delivery and certification second delivery/notice by Seller. Immediately upon execution of this Agreement, Seller shall provide Purchaser with continuing access to the Property and complementary guest rooms for Purchaser's inspection personnel to complete such inspections and reports as Purchaser may elect, provided they shall be conducted without disruption of the operation of the Hotels Hotel and at Purchaser's sole expense and Purchaser shall indemnify Seller against any physical damage to the Property or claim resulting from negligent or unlawful actions by Purchaser or Purchaser's agents arising out of Purchaser's inspection activities. To facilitate this inspection, and for information purposes only, with no recourse to Seller for mistakes, Seller shall use its best efforts to have its onsite staff complete, complete to the best of their knowledge and ability, ability and deliver to Purchaser within five business days of the Effective Date, the Facility Inspection Questionnaire which is attached to and incorporated in this Agreement by this reference as Exhibit D. Article VI ---------- REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents to Seller that the following statements are true:D.

PURCHASER'S INSPECTION AND WAIVER. Purchaser shall have 20 40 days after the later of the Effective Date or delivery by Seller to Purchaser of the last of the Due Diligence Materials which are within the possession or control of or accessible to Seller ("Inspection Period") within which to inspect the Property and review all documents requested in the Due Diligence Request List ("Due Diligence Materials") Materials to determine whether the Property in its current status is suitable, in the exercise of the sole business judgment discretion of Purchaser, for the purposes of Purchaser, which inspection may, at Purchaser's discretion and cost, include environmental assessments. Purchaser shall only use the Due Diligence Materials for the purpose of evaluating the Property, as opposed to any competitive use, and shall restrict access to the Due Diligence Materials to those persons required to evaluate the Property. This Agreement shall terminate, the Earnest Money shall be refunded to PurchaserPurchasxx, and xxx all responsibilities of the parties to one another shall terminate unless, prior to the end of the Inspection Period, Purchaser notifies Seller that Purchaser has determined to its satisfaction the Property can be used for these purposes to Purchaser's satisfactionsatisfaction ("Waiver Notice"). The start date of the Inspection Period shall be established as follows: Seller shall deliver (or make available at the Hotels Hotel if so provided in the Due Diligence Request List) all Due Diligence Materials to Purchaser within five business days of the Effective Date, or such earlier date as Seller can accomplish, together with a listing of the materials furnished and a written certification to Purchaser that such delivery constitutes all of the Due Diligence Materials except materials which, to the best of Seller's Actual Knowledgeknowledge, do not exist or cannot be obtained by Seller. Purchaser will notify Seller within 48 hours of receipt of the materials, list and certification described in the preceding sentence if any of the materials listed are not in fact delivered. Within 48 hours of the notice described in the preceding sentence, if any is given, Seller shall deliver a supplemental list and certification and materials (if any) to Purchaser. The Inspection Period will begin on the date of the initial delivery of Due Diligence Materials unless additional materials are in fact delivered at the time of the supplemental certification, if any, in which event the Inspection Period will begin on the delivery of the supplemental materials. In the event Seller discovers additional Due Diligence Materials after the certification certifications and delivery deliveries described in the preceding sentencesentences, Seller shall immediately deliver such materials together with a supplemental certification in the same form as described in the preceding sentence, in which event the Inspection Period, as to such additional materials only, will be presumed to have commenced on the date of this supplemental delivery and certification by Sellercertification. Immediately upon execution of this Agreement, Seller shall provide Purchaser with continuing access to the Property and complementary guest rooms (on a space available basis) for Purchaser's inspection personnel to complete such inspections and reports as Purchaser may elect, provided they shall be conducted without disruption of the operation of the Hotels Hotel and at Purchaser's sole expense and Purchaser shall indemnify Seller against any physical damage to the Property or claim resulting from negligent or unlawful actions by Purchaser or Purchaser's agents arising out of Purchaser's inspection activities. To facilitate this inspection, and for information purposes only, with no recourse to Seller for mistakes, Seller shall have its onsite staff complete, to the best of their knowledge and ability, and deliver to Purchaser within five business days of the Effective Date, the Facility Inspection Questionnaire which is attached to and incorporated in this Agreement by this reference as Exhibit D. Article ARTICLE VI ---------- REPRESENTATIONS AND WARRANTIES OF PURCHASER. PURCHASER Purchaser represents to Seller that the following statements are true: 6.1 ORGANIZATION AND STANDING Purchaser is duly organized and in good standing in the state of its formation. Purchaser, at Closing, will be duly organized, validly existing and in good standing under the laws of the State in which the Property is located and will have all requisite power and authority to own, lease and/or operate the Property after the Closing and to carry on the businesses thereat as now being conducted.