Common use of Submission Matters and Title Information Clause in Contracts

Submission Matters and Title Information. (a) Patriot and Patriot's potential lessee or manager shall have the right, until 5:00 p.m., Dallas, Texas time on the last day of the Study Period, and thereafter if Patriot does not deliver to Crow written notice prior to the expiration of the Study Period that Patriot has elected to terminate this Agreement, to enter upon the Property and to perform, at Patriot's expense, tests, studies and investigations with respect to the following matters concerning the Property: (i) condition of title, including ground leases, (ii) surveys, (iii) compliance with laws, (iv) other conditions affecting the Property as set forth on Schedule 2.4 attached hereto, and (v) the matters set ------------ forth in any Schedules referenced herein which are not attached to this Agreement as of the Effective Date. If, in Patriot's reasonable judgment, Patriot determines, based upon its review of the matters described in the immediately preceding sentence, or based upon its inability to review any of such matters due to Crow's failure to provide the Submission Matters or to deliver any Exhibit or Schedule as required by Section 2.4(b), that any such -------------- matter has, had or is reasonably likely to have a material adverse effect on the operation, value, use, marketability or insurability of the Property, Patriot may terminate this Agreement by written notice delivered to Crow on or prior to the expiration of the Study Period (which notice shall specify the reason(s) why Patriot is terminating this Agreement), at which time this Agreement shall terminate and Patriot and Crow shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. Patriot's determination to terminate this Agreement based upon its inability to review any of such matters due to Crow's failure to provide any material Submission Matter or to deliver any of the Exhibits or Schedules as required by Section 2.4(b) shall be conclusively reasonable. If Patriot does -------------- not timely deliver a termination notice under this Section 2.4(a), then it shall -------------- have waived its right to terminate this Agreement under this Section 2.4(a). -------------- (b) Crow shall use reasonable and diligent efforts to deliver the following to Patriot, to the extent not previously delivered to Patriot, and to deliver any Exhibit or Schedule not attached to this Agreement as of the Effective Date, in each case within seven (7) days after execution of this Agreement: (1) Copies of all Occupancy Agreements in effect as of the date of this Agreement. (2) Copies of the Space Leases in effect as of the date of this Agreement. (3) Any existing list of all Tangible Personal Property, including an indication of whether any Tangible Personal Property is Leased Property, which list may be the most recent list prepared by Crow's management agent under the Management Agreement, if any, and the accuracy of which list prepared by Crow's management agent shall not be represented or warranted by Crow. (4) To the extent in Crow's possession or reasonably available to Crow, copies of all Authorizations including, without limitation, all certificates of occupancy, liquor licenses, liquor license applications and permits, authorizations, approvals (including site plans and other zoning materials and approvals), and licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. For the purpose of this Agreement "reasonably available to Crow" shall mean any Submission Matters in the actual possession of Crow's management company or located at the Hotel.

Submission Matters and Title Information. (a) Patriot and Patriot's potential lessee or manager shall have the right, until 5:00 p.m., Dallas, Texas time on the last day of the Study Period, and thereafter if Patriot does not deliver to Crow written notice prior to the expiration of the Study Period that Patriot has elected to terminate this Agreement, to enter upon the Property and to perform, at Patriot's expense, tests, studies and investigations with respect to the following matters concerning the Property: (i) condition of title, including ground leases, (ii) surveys, (iii) compliance with laws, (iv) other conditions affecting the Property as set forth on Schedule 2.4 attached hereto, and (v) the matters set ------------ forth in any Schedules referenced herein which are not attached to this Agreement as of the Effective Date. If, in Patriot's reasonable judgment, Patriot determines, based upon its review of the matters described in the immediately preceding sentence, or based upon its inability to review any of such matters due to Crow's failure to provide the Submission Matters or to deliver any Exhibit or Schedule as required by Section 2.4(b), that any such -------------- matter has, had or is -------------- reasonably likely to have a material adverse effect on the operation, value, use, marketability marketability, financeability or insurability of the Property, Patriot may terminate this Agreement by written notice delivered to Crow on or prior to the expiration of the Study Period (which notice shall specify the reason(s) why Patriot is terminating this Agreement), at which time this Agreement shall terminate and Patriot and Crow shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. Patriot's determination to terminate this Agreement based upon its inability to review any of such matters due to Crow's failure to provide any material Submission Matter or to deliver any of the Exhibits or Schedules as required by Section 2.4(b) shall be conclusively reasonable. If Patriot does -------------- not timely deliver a termination notice under this Section 2.4(a), then it shall -------------- have waived its right to terminate this Agreement under this Section 2.4(a). -------------- (b) Crow shall use reasonable and diligent efforts to deliver the following to Patriot, to the extent not previously delivered to Patriot, and to deliver any Exhibit or Schedule not attached to this Agreement as of the Effective Date, in each case within seven (7) days after execution of this Agreement: (1) Copies of all Occupancy Agreements in effect as of the date of this Agreement. (2) Copies of the Space Leases in effect as of the date of this Agreement. (3) Copies of the Ground Lease and all notices and correspondence received from the Ground Lessor or sent by Crow to the Ground Lessor during the last two years. (4) Any existing list of all Tangible Personal Property, including an indication of whether any Tangible Personal Property is Leased Property, which list may be the most recent list prepared by Crow's management agent under the Management Agreement, if any, and the accuracy of which list prepared by Crow's management agent shall not be represented or warranted by Crow. (45) To the extent in Crow's possession or reasonably available to Crow, copies of all Authorizations including, without limitation, all certificates of occupancy, liquor licenses, liquor license applications and permits, authorizations, approvals (including site plans and other zoning materials and approvals), and licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. For the purpose of this Agreement "reasonably available to Crow" shall mean any Submission Matters in the actual possession of Crow's management company or located at the Hotel.

Submission Matters and Title Information. (a) Patriot and Patriot's potential lessee or manager shall have the right, until 5:00 p.m., Dallas, Texas time on the last day of the Study Period, and thereafter if Patriot does not deliver to Crow written notice prior to the expiration of the Study Period that Patriot has elected to terminate this Agreement, to enter upon the Property and to perform, at Patriot's expense, tests, studies and investigations with respect to the following matters concerning the Property: (i) condition of title, including ground leases, (ii) surveys, (iii) compliance with laws, (iv) other conditions affecting the Property as set forth on Schedule 2.4 attached hereto, and (v) the matters set ------------ forth in any Schedules referenced herein which are not attached to this Agreement as of the Effective Date. If, in Patriot's reasonable judgment, Patriot determines, based upon its review of the matters described in the immediately preceding sentence, or based upon its inability to review any of such matters due to Crow's failure to provide the Submission Matters or to deliver any Exhibit or Schedule as required by Section 2.4(b), that any such -------------- matter has, had or is reasonably likely to have a material adverse effect on the operation, value, use, marketability marketability, financeability or insurability of the Property, Patriot may terminate this Agreement by written notice delivered to Crow on or prior to the expiration of the Study Period (which notice shall specify the reason(s) why Patriot is terminating this Agreement), at which time this Agreement shall terminate and Patriot and Crow shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. Patriot's determination to terminate this Agreement based upon its inability to review any of such matters due to Crow's failure to provide any material Submission Matter or to deliver any of the Exhibits or Schedules as required by Section 2.4(b) shall be conclusively -------------- reasonable. If Patriot does -------------- not timely deliver a termination notice under this Section 2.4(a), then it shall -------------- have waived its right to terminate this Agreement -------------- under this Section 2.4(a). -------------- (b) Crow shall use reasonable and diligent efforts to deliver the following to Patriot, to the extent not previously delivered to Patriot, and to deliver any Exhibit or Schedule not attached to this Agreement as of the Effective Date, in each case within seven (7) days after execution of this Agreement: (1) Copies of all Occupancy Agreements in effect as of the date of this Agreement. (2) Copies of the Space Leases in effect as of the date of this Agreement. (3) Copies of the Lease Documents and any and all amendments and supplements thereto and all notices and correspondence received from any Ground Lessor or sent by any Condominium Owner to any Ground Lessor during the last two years, together with copies of the documents described on Exhibit J --------- attached hereto and incorporated herein. (4) Any existing list of all Tangible Personal Property, including an indication of whether any Tangible Personal Property is Leased Property, which list may be the most recent list prepared by Crow's management agent under the Management Agreement, if any, and the accuracy of which list prepared by Crow's management agent shall not be represented or warranted by Crow. (45) To the extent in Crow's possession or reasonably available to Crow, copies of all Authorizations including, without limitation, all certificates of occupancy, liquor licenses, liquor license applications and permits, authorizations, approvals (including site plans and other zoning materials and approvals), and licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. For the purpose of this Agreement "reasonably available to Crow" shall mean any Submission Matters in the actual possession of Crow's management company or located at the Hotel.

Submission Matters and Title Information. (a) Patriot and Patriot's potential lessee or manager shall have the right, until 5:00 p.m., Dallas, Texas time on the last day of the Study Period, and thereafter if Patriot does not deliver to Crow written notice prior to the expiration of the Study Period that Patriot has elected to terminate this Agreement, to enter upon the Property and to perform, at Patriot's expense, tests, studies and investigations with respect to the following matters concerning the Property: (i) condition of title, including ground leases, (ii) surveys, (iii) compliance with laws, (iv) other conditions affecting the Property as set forth on Schedule 2.4 attached hereto, and (v) the matters set ------------ forth in any Schedules referenced herein which are not attached to this Agreement as of the Effective Date. If, in Patriot's reasonable judgment, Patriot determines, based upon its review of the matters described in the immediately preceding sentence, or based upon its inability to review any of such matters due to Crow's failure to provide the Submission Matters or to deliver any Exhibit or Schedule as required by Section 2.4(b), that any such -------------- matter has, had or is -------------- reasonably likely to have a material adverse effect on the operation, value, use, marketability marketability, financeability or insurability of the Property, Patriot may terminate this Agreement by written notice delivered to Crow on or prior to the expiration of the Study Period (which notice shall specify the reason(s) why Patriot is terminating this Agreement), at which time this Agreement shall terminate and Patriot and Crow shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. Patriot's determination to terminate this Agreement based upon its inability to review any of such matters due to Crow's failure to provide any material Submission Matter or to deliver any of the Exhibits or Schedules as required by Section 2.4(b) shall be conclusively reasonable. If Patriot does -------------- not timely deliver a termination notice under this Section 2.4(a), then it shall -------------- have waived its right to terminate this Agreement under this Section 2.4(a). -------------- (b) Crow shall use reasonable and diligent efforts to deliver the following to Patriot, to the extent not previously delivered to Patriot, and to deliver any Exhibit or Schedule not attached to this Agreement as of the Effective Date, in each case within seven (7) days after execution of this Agreement: (1) Copies of all Occupancy Agreements in effect as of the date of this Agreement. (2) Copies of the Space Leases in effect as of the date of this Agreement. (3) A copy of the Ground Lease and all material notices and correspondence received from the Ground Lessor and Ground Lessee or sent by Crow to the Ground Lessor or Ground Lessee during the last two years. (4) Any existing list of all Tangible Personal Property, including an indication of whether any Tangible Personal Property is Leased Property, which list may be the most recent list prepared by Crow's management agent under the Management Agreement, if any, and the accuracy of which list prepared by Crow's management agent shall not be represented or warranted by Crow. (45) To the extent in Crow's possession or reasonably available to Crow, copies of all Authorizations including, without limitation, all certificates of occupancy, liquor licenses, liquor license applications and permits, authorizations, approvals (including site plans and other zoning materials and approvals), and licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. For the purpose of this Agreement "reasonably available to Crow" shall mean any Submission Matters in the actual possession of Crow's management company or located at the Hotel.