Common use of Adjacent Land Clause in Contracts

Adjacent Land. No ShoLodge Party or any of its affiliates owns any property adjacent to the Properties which is not being conveyed to the Purchaser pursuant to this Agreement or is not subject to a binding agreement for sale to an unaffiliated third party except as disclosed in writing by the Sellers to the Purchaser. The representations and warranties made in this Agreement by the ShoLodge Parties shall be continuing and shall be deemed remade by the ShoLodge Parties as of the Closing Date with the same force and effect as if made on, and as of, such date; provided, however, that, the ShoLodge Parties shall have the right, from time to time prior to the Closing Date, to modify the representations and warranties as a result of changes in condition of the Properties by notice to the Purchaser and, in such event, the Purchaser shall have the rights provided in Section 2.3. The ShoLodge Parties' liability with respect to all representations and warranties made in this Agreement by the ShoLodge Parties with respect to the Properties shall survive the Closing for a period of one (1) year, after which the ShoLodge Parties shall have no liability with respect thereto other than as to any matters for which claims have been asserted prior to the expiration of such one (1) year period. Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the ShoLodge Parties disclaim the making of any representations or warranties, express or implied, regarding the Properties or matters affecting the Properties, whether made by the ShoLodge Parties, on the ShoLodge Parties' behalf or otherwise, including, without limitation, the physical condition of the Properties, title to or the boundaries of the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property and (ii) that the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing made by the ShoLodge Parties. The Purchaser further acknowledges that it has not received from or on behalf of the ShoLodge Parties any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "as is" condition on the Closing Date.

Adjacent Land. No ShoLodge Party or any of its affiliates owns any property adjacent to the Properties which is not being conveyed to the Purchaser pursuant to this Agreement or is not subject to a binding agreement for sale to an unaffiliated third party except as disclosed in writing by the Sellers to the Purchaserparty. The representations and warranties made in this Agreement by the ShoLodge Parties shall be continuing and shall be deemed remade by the ShoLodge Parties as of the Closing Date with the same force and effect as if made on, and as of, such date; provided, however, that, the ShoLodge Parties shall have the right, from time to time prior to the Closing Date, to modify the representations and warranties as a result of changes in condition of the Properties by notice to the Purchaser and, in such event, the Purchaser shall have the rights provided in Section 2.3. The ShoLodge Parties' liability with respect to all representations and warranties made in this Agreement by the ShoLodge Parties with respect to the Properties shall survive the Closing for a period of one (1) year, after which the ShoLodge Parties shall have no liability with respect thereto other than as to any matters for which claims have been asserted prior to the expiration of such one (1) year period. Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the ShoLodge Parties disclaim the making of any representations or warranties, express or implied, regarding the Properties or matters affecting the Properties, whether made by the ShoLodge Parties, on the ShoLodge Parties' behalf or otherwise, including, without limitation, the physical condition of the Properties, title to or the boundaries of the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property and (ii) that the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing made by the ShoLodge Parties. The Purchaser further acknowledges that it has not received from or on behalf of the ShoLodge Parties any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "as is" condition on the Closing Date.

Adjacent Land. No ShoLodge Party or any of its affiliates owns any property adjacent to the Properties which is not being conveyed to the Purchaser pursuant to this Agreement or is not subject to a binding agreement for sale to an unaffiliated third party except as disclosed in writing by other than the Sellers to the PurchaserAdjacent Land. The representations and warranties made in this Agreement by the ShoLodge Parties shall be continuing and shall be deemed remade by the ShoLodge Parties as of the Closing Date with the same force and effect as if made on, and as of, such date; providedPROVIDED, howeverHOWEVER, that, the ShoLodge Parties shall have the right, from time to time prior to the Closing Date, to modify the representations and warranties as a result of changes in condition of the Properties by notice to the Purchaser and, in such event, the Purchaser shall have the rights provided in Section SECTION 2.3. The ShoLodge Parties' liability with respect to all representations and warranties made in this Agreement by the ShoLodge Parties with respect to the Properties shall survive the Closing for a period of one (1) year, after which the ShoLodge Parties shall have no liability with respect thereto other than as to any matters for which claims have been asserted prior to the expiration of such one (1) year period. Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the ShoLodge Parties disclaim the making of any representations or warranties, express or implied, regarding the Properties or matters affecting the Properties, whether made by the ShoLodge Parties, on the ShoLodge Parties' behalf or otherwise, including, without limitation, the physical condition of the Properties, title to or the boundaries of the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property and (ii) that the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing made by the ShoLodge Parties. The Purchaser further acknowledges that it has not received from or on behalf of the ShoLodge Parties any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "as is" condition on the Closing Date.

Adjacent Land. No ShoLodge Party or any of its affiliates owns any property adjacent to the Properties which is not being conveyed to the Purchaser pursuant to this Agreement or is not subject to a binding agreement for sale to an unaffiliated third party except as disclosed in writing by other than the Sellers to the PurchaserAdjacent Land. The representations and warranties made in this Agreement by the ShoLodge Parties shall be continuing and shall be deemed remade by the ShoLodge Parties as of the Closing Date with the same force and effect as if made on, and as of, such date; provided, however, that, the ShoLodge Parties shall have the right, from time to time prior to the Closing Date, to modify the representations and warranties as a result of changes in condition of the Properties by notice to the Purchaser and, in such event, the Purchaser shall have the rights provided in Section 2.3. The ShoLodge Parties' liability with respect to all representations and warranties made in this Agreement by the ShoLodge Parties with respect to the Properties shall survive the Closing for a period of one (1) year, after which the ShoLodge Parties shall have no liability with respect thereto other than as to any matters for which claims have been asserted prior to the expiration of such one (1) year period. Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the ShoLodge Parties disclaim the making of any representations or warranties, express or implied, regarding the Properties or matters affecting the Properties, whether made by the ShoLodge Parties, on the ShoLodge Parties' behalf or otherwise, including, without limitation, the physical condition of the Properties, title to or the boundaries of the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property and (ii) that the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing made by the ShoLodge Parties. The Purchaser further acknowledges that it has not received from or on behalf of the ShoLodge Parties any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "as is" condition on the Closing Date.

Adjacent Land. No ShoLodge Developer Party or any of its affiliates owns any property adjacent to the Properties Development Property which is not being conveyed to the Purchaser Investor pursuant to this Agreement or is not subject to a binding agreement for sale to an unaffiliated third party except as disclosed in writing by the Sellers to the Purchaserparty. The representations and warranties made in this Agreement by the ShoLodge Developer Parties shall be continuing and shall be deemed remade by the ShoLodge Developer Parties as of the Closing Date with the same force and effect as if made on, and as of, such date; provided, however, that, the ShoLodge Developer Parties shall have the right, from time to time prior to the Closing Date, to modify the representations and warranties as a result of changes in condition of the Properties Development Property due to no fault on the part of the Developer Parties by notice to the Purchaser and, in such event, the Purchaser shall have the rights provided in Section 2.3Investor. The ShoLodge Developer Parties' liability with respect to all representations and warranties made in this Agreement by the ShoLodge Developer Parties with respect to the Properties Development Assets shall survive the Closing for a period of one (1) year, after which the ShoLodge Developer Parties shall have no liability with respect thereto other than as to any matters for which claims have been asserted prior to the expiration of such one (1) year period. Except as otherwise expressly provided in this Agreement or any documents to be delivered pursuant to the Purchaser at the Closingterms hereof or thereof, the ShoLodge each of Investor and Developer Parties disclaim the making of any representations or warranties, express or implied, regarding the Properties or matters affecting the Properties, whether made by the ShoLodge Parties, on the ShoLodge Parties' behalf or otherwise, including, without limitation, the physical condition of the Properties, title to or the boundaries of the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser Each of the parties hereto further acknowledges (i) that the Purchaser it has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property (except as otherwise expressly provided herein) and (ii) that the Purchaser it is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to it in connection herewith. Each of the Purchaser at the Closing made by the ShoLodge Parties. The Purchaser parties further acknowledges that it has not -13- 102 received from or on behalf of the ShoLodge Parties others any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser parties shall purchase exchange the Properties in their "as is" condition on the Closing Date.