Common use of RELIANCE ON DUE DILIGENCE Clause in Contracts

RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) PURCHASER SHALL HAVE HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS BEING CONDUCTED AT THE PROPERTY AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIOD, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESS; (B) IF PURCHASER ELECTS TO CLOSE, THEN PURCHASER SHALL BE DEEMED TO BE SATISFIED WITH THE RESULTS OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY AND THE BUSINESS CONDUCTED AT THE PROPERTY; (C) PURCHASER WILL BE RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE PROPERTY, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING IN PURCHASING THE PROPERTY; AND (D) PURCHASER WILL NOT BE RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY THE SELLER (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING) OR ANY OF SELLER’S SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING.

RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) PURCHASER SHALL HAVE HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS BEING CONDUCTED AT THE PROPERTY AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIOD, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESS; (B) IF PURCHASER ELECTS TO CLOSE, THEN PURCHASER SHALL BE DEEMED TO BE SATISFIED WITH THE RESULTS OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY AND THE BUSINESS CONDUCTED AT UPON THE PROPERTYEXPIRATION OF THE DUE DILIGENCE PERIOD; (C) PURCHASER WILL BE RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE PROPERTY, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND THE REPRESENTATIONS REPRESENTATIONS, WARRANTIES AND WARRANTIES COVENANTS EXPRESSLY MADE BY THE SELLER OR ANY AFFILIATE THEREOF IN THIS MASTER PURCHASE AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING AGREEMENT IN PURCHASING THE PROPERTY; AND (D) PURCHASER WILL NOT BE RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY THE SELLER (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING) OR ANY OTHER STARWOOD ENTITY, OR ANY OF SELLER’S THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING.

RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) 6.3.1 PURCHASER SHALL HAVE HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS BEING CONDUCTED AT THE PROPERTY AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIOD, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESS; (B) IF PURCHASER ELECTS TO CLOSE, THEN . PURCHASER SHALL BE DEEMED TO BE SATISFIED WITH THE RESULTS OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY AND THE BUSINESS CONDUCTED AT IF PURCHASER DOES NOT TERMINATE THIS AGREEMENT UPON THE PROPERTY;EXPIRATION OF THE DUE DILIGENCE PERIOD. 6.3.2 EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, OR ANY SELLER DOCUMENT, (CI) SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE SELLER DUE DILIGENCE MATERIALS, (II) PURCHASER WILL BE RELYING ONLY ON ITS ACKNOWLEDGES AND AGREES THAT THE SELLER DUE DILIGENCE INSPECTIONS OF THE PROPERTY, ITS REVIEW MATERIALS ARE PROVIDED TO PURCHASER AS A CONVENIENCE ONLY AND THAT ANY RELIANCE ON OR USE OF THE SELLER DUE DILIGENCE MATERIALS SHALL BE AT THE SOLE RISK OF PURCHASER, AND (III) NEITHER SELLER, MANAGER, NOR ANY RESPECTIVE AFFILIATE THEREOF, NOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING IN PURCHASING THE PROPERTY; AND (D) PURCHASER WILL NOT BE RELYING ON ANY STATEMENT MADE PERSON OR INFORMATION PROVIDED TO PURCHASER BY THE SELLER (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING) OR ANY OF SELLER’S SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ENTITY WHICH PREPARED ANY OF THE FOREGOINGSELLER DUE DILIGENCE MATERIALS DELIVERED OR MADE TO PURCHASER SHALL HAVE ANY LIABILITY TO PURCHASER FOR ANY INACCURACY IN OR OMISSION FROM ANY SUCH SELLER DUE DILIGENCE MATERIALS.

RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT: (Aa) PURCHASER SHALL HAVE HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS BEING CONDUCTED AT PRIOR TO THE PROPERTY AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIODAUS-6206654-10 6055890/60 EFFECTIVE DATE, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESS; (Bb) IF PURCHASER ELECTS TO CLOSE, THEN PURCHASER SHALL BE DEEMED TO BE IS SATISFIED WITH THE RESULTS OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY AND THE BUSINESS CONDUCTED AT PRIOR TO THE PROPERTYEFFECTIVE DATE; (Cc) PURCHASER WILL BE RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE PROPERTYPROPERTY AND THE BUSINESS, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, AGREEMENT OR IN THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE SELLER CLOSING DOCUMENTS DELIVERED AT CLOSING IN PURCHASING THE PROPERTY; AND (Dd) PURCHASER WILL IS NOT BE RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY THE SELLER (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENTAGREEMENT OR IN ANY SELLER CLOSING DELIVERIES), THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING) RADISSON, EXISTING MANAGER OR ANY OF SELLER’S THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING. THIS SECTION 6.3 SHALL SURVIVE THE CLOSING.

RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) 4.2.1 UPON COMPLETION OF DUE DILIGENCE, PURCHASER SHALL WILL HAVE HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS BEING CONDUCTED AT THE PROPERTY AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIODCLOSING DATE, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS DISCLOSURE DOCUMENTS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESSTARGET INTEREST; (B) IF PURCHASER ELECTS TO CLOSE, THEN PURCHASER SHALL BE DEEMED TO BE SATISFIED WITH THE RESULTS OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY AND THE BUSINESS CONDUCTED AT THE PROPERTY; (C) 4.2.2 PURCHASER WILL BE RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE PROPERTYPROPERTY AND THE BUSINESS, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS CERTAIN DISCLOSURE DOCUMENTS, AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE ANY SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING AGREEMENT IN PURCHASING THE PROPERTYTARGET INTEREST; AND (D) 4.2.3 PURCHASER WILL NOT BE RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY THE SELLER (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE ANY SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT), THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING) OR ANY OF SELLER’S SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVESTHE SELLER INDEMNITEES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING.

RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT:: 2230752.03F-NYCSR03A - MSW (A) PURCHASER SHALL HAVE HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS BEING CONDUCTED AT THE PROPERTY AS OPERATION OF THE EXPIRATION OF THE DUE DILIGENCE PERIODPROPERTY, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESSOPERATION OF THE PROPERTY; (B) IF PURCHASER ELECTS TO CLOSE, THEN PURCHASER SHALL BE DEEMED TO BE SATISFIED WITH THE RESULTS OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY AND THE BUSINESS CONDUCTED AT OPERATION OF THE PROPERTYPROPERTY UPON ITS DEPOSIT OF THE INITIAL DEPOSIT; (C) PURCHASER WILL BE RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE PROPERTY, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING AGREEMENT IN PURCHASING THE PROPERTY; AND (D) PURCHASER WILL NOT BE RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY THE SELLER (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AGREEMENT AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND ANY OF THE DOCUMENTS DELIVERED AT CLOSING) CLOSING BY OR ON BEHALF OF SELLER), MANAGER, LIQUOR LICENSE HOLDER, OR ANY OF SELLER’S THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING.

RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) PURCHASER SHALL HAVE HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE TRANSFERRED PROPERTY AND THE BUSINESS BEING CONDUCTED AT THE PROPERTY AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIODEFFECTIVE DATE, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESSTRANSFERRED PROPERTY; (B) IF PURCHASER ELECTS TO CLOSE, THEN PURCHASER SHALL BE DEEMED TO BE SATISFIED WITH THE RESULTS OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY AND THE BUSINESS CONDUCTED AT THE PROPERTY; (C) PURCHASER WILL BE RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE PROPERTYTRANSFERRED PROPERTY AND THE BUSINESS, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING AGREEMENT IN PURCHASING THE TRANSFERRED PROPERTY; AND (DC) PURCHASER WILL IS NOT BE RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY SELLER OR THE SELLER OWNER PARTIES (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE STATED BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING) OR ANY OF SELLER’S THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING.

RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) PURCHASER SHALL HAVE HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS BEING CONDUCTED AT THE PROPERTY AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIOD, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESS; (B) IF PURCHASER ELECTS TO CLOSE, THEN PURCHASER SHALL BE DEEMED TO BE SATISFIED WITH THE RESULTS OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY AND THE BUSINESS CONDUCTED AT UPON ITS DEPOSIT OF THE PROPERTYADDITIONAL DEPOSIT; (C) PURCHASER WILL BE RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE PROPERTY, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND THE REPRESENTATIONS REPRESENTATIONS, WARRANTIES, AND WARRANTIES COVENANTS EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING AGREEMENT IN PURCHASING THE PROPERTY; AND (D) PURCHASER WILL NOT BE RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY THE SELLER (EXCEPT FOR THE REPRESENTATIONS REPRESENTATIONS, WARRANTIES, AND WARRANTIES COVENANTS EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT), THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING) OPERATING TENANT, STARWOOD, EMPLOYER OR ANY OF SELLER’S THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING.

RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) PURCHASER SHALL HAVE HAS HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS BEING CONDUCTED AT THE PROPERTY AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIODEFFECTIVE DATE, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESS; (B) IF PURCHASER ELECTS TO CLOSE, THEN PURCHASER SHALL BE IS DEEMED TO BE SATISFIED WITH THE RESULTS OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY AND THE BUSINESS CONDUCTED AT THE PROPERTYUPON ITS EXECUTION OF THIS AGREEMENT; (C) PURCHASER WILL BE IS RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE PROPERTY, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER OR ANY AFFILIATE THEREOF IN THIS MASTER PURCHASE AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING AGREEMENT IN PURCHASING THE PROPERTY; AND (D) PURCHASER WILL IS NOT BE RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY THE SELLER OR ANY OTHER STARWOOD ENTITY (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT), THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING) OR ANY OF SELLER’S THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING.

RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) PURCHASER SHALL HAVE HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS BEING CONDUCTED AT THE PROPERTY AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIOD, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESS; (B) IF PURCHASER ELECTS TO CLOSE, THEN PURCHASER SHALL BE DEEMED TO BE SATISFIED WITH THE RESULTS OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY AND THE BUSINESS CONDUCTED AT AS OF AND UPON ITS DEPOSIT OF THE PROPERTYADDITIONAL DEPOSIT; (C) PURCHASER WILL BE RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE PROPERTYPROPERTY AND THE BUSINESS, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, AGREEMENT OR IN THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE SELLER DOCUMENTS DELIVERED AT CLOSING IN PURCHASING THE PROPERTY; AND (D) PURCHASER WILL IS NOT BE RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY THE SELLER (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENTAGREEMENT OR IN THE SELLER DOCUMENTS), THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING) MANAGER, EMPLOYER OR ANY OF SELLER’S THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR ANY OTHER PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING.

RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) PURCHASER SHALL HAVE HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS BEING CONDUCTED AT THE PROPERTY AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIOD, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESS; (B) IF PURCHASER ELECTS TO CLOSE, THEN PURCHASER SHALL BE DEEMED TO BE SATISFIED WITH THE RESULTS OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY AND THE BUSINESS CONDUCTED AT UPON THE PROPERTYEXPIRATION OF THE DUE DILIGENCE PERIOD; (C) PURCHASER WILL BE RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE PROPERTY, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AGREEMENT AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING ANY OTHER TRANSACTION DOCUMENT IN PURCHASING THE PROPERTY; AND (D) PURCHASER WILL NOT BE RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY THE SELLER (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT), THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING) MANAGER OR ANY OF SELLER’S THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING.

RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT: : (Aa) PURCHASER SHALL HAVE HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS BEING CONDUCTED AT PRIOR TO THE PROPERTY AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIOD22 AUS-6206654-10 6055890/60 EFFECTIVE DATE, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESS; ; (Bb) IF PURCHASER ELECTS TO CLOSE, THEN PURCHASER SHALL BE DEEMED TO BE IS SATISFIED WITH THE RESULTS OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY AND THE BUSINESS CONDUCTED AT PRIOR TO THE PROPERTY; EFFECTIVE DATE; (Cc) PURCHASER WILL BE RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE PROPERTYPROPERTY AND THE BUSINESS, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, AGREEMENT OR IN THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE SELLER CLOSING DOCUMENTS DELIVERED AT CLOSING IN PURCHASING THE PROPERTY; AND AND (Dd) PURCHASER WILL IS NOT BE RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY THE SELLER (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENTAGREEMENT OR IN ANY SELLER CLOSING DELIVERIES), THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS DELIVERED AT CLOSING) RADISSON, EXISTING MANAGER OR ANY OF SELLER’S THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING.. THIS SECTION 6.3 SHALL SURVIVE THE CLOSING. ARTICLE VII

RELIANCE ON DUE DILIGENCE. PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) PURCHASER SHALL HAVE HAS HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS BEING CONDUCTED AT PRIOR TO THE PROPERTY AS OF THE EXPIRATION OF THE DUE DILIGENCE PERIODEFFECTIVE DATE, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESS; (B) IF PURCHASER ELECTS TO CLOSE, THEN PURCHASER SHALL BE DEEMED TO BE SATISFIED WITH THE RESULTS OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY AND THE BUSINESS CONDUCTED AT THE PROPERTYIntentionally Omitted; (C) PURCHASER WILL BE RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE PROPERTY, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND THE ONLY THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AGREEMENT AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS ANY DOCUMENT DELIVERED AT CLOSING IN PURCHASING THE PROPERTYCLOSING; AND (D) PURCHASER WILL NOT BE RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY THE SELLER (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS MASTER PURCHASE AND SALE AGREEMENT, THE INDIVIDUAL PURCHASE AND SALE AGREEMENTS AND THE DOCUMENTS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING) ), MANAGER, OR ANY OF SELLER’S THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, INVESTMENT ADVISORS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING.