Common use of Pass Through Representations Clause in Contracts

Pass Through Representations. (a) The representations and warranties set forth in Section 4.1 through 4.17 hereof are substantially identical to those certain representations and warranties made by CTF to Marriott in Sections 5.1 through 5.17 of the CTF Agreement (the “Pass Through Representations”). Purchaser acknowledges that Marriott may have no direct or actual knowledge of the facts contained in certain of the Pass Through Representations and that except as set forth in Section 5.18A, Marriott is relying exclusively on the correctness of the Pass Through Representations of CTF in making the Pass Through Representations to Purchaser. Purchaser acknowledges and agrees that Marriott’s liability to Purchaser for any Breach of the Pass Through Representations shall be limited to the actual monetary damages or other relief received by Marriott based on the breach of the Pass Through Representations by CTF. Except as set forth in this Section 10.1(a)-10.1(b), Marriott shall have no liability or obligation to Purchaser for any Breach by Marriott of the Pass Through Representations. (b) Upon the occurrence of a Breach of the Pass Through Representations and upon Purchaser making a claim against Marriott, Marriott shall exercise any and all rights and remedies available to Marriott under the CTF Agreement or at law or in equity (i) to bring against CTF a claim for indemnification and institute litigation to enforce such claim to the same extent as made by Purchaser against Marriott (but only to, and in the manner permitted by the CTF Agreement and subject to the limitations of Article 10 of the CTF Agreement, which for the avoidance of doubt, exempts Tax matters from any such limitations imposed by Article 10 of the CTF Agreement) (a “Mirror Claim”); and (ii) to seek as damages in the Mirror Claim, all Losses of the Purchaser arising from the Mirror Claim (but only to in the manner permitted by this Agreement and subject to the limitations of Article 10 as aforesaid). In taking any action against CTF, Purchaser shall have the right to select counsel and to manage any and all claims, actions, causes of action and/or litigation which Marriott may pursue in order to enforce its rights hereunder. Marriott shall cooperate fully with Purchaser in Purchaser’s efforts to enforce its right based on a Breach of the Pass Through Representations. Purchaser shall be responsible for, and shall pay all of Purchaser’s reasonable expenses which Purchaser may suffer, incur or expend in its efforts to enforce its rights against CTF, including, without limitation, reasonable counsel fees, fees of experts, and court costs and may include such costs as a part of its claim for damages.

Pass Through Representations. (a) The representations and warranties set forth in Section 4.1 5.1 through 4.17 Section 5.17 hereof are substantially identical to those certain representations and warranties made by CTF to Marriott in Sections 5.1 through 5.17 of the CTF Agreement (the “Pass Through Representations”). Wherever in this Agreement Marriott has made a covenant to perform, or to cause CTF to perform, an obligation which CTF has undertaken to perform for the benefit of Marriott in the CTF Agreement, such covenants shall be referred to herein as the “Pass Through Covenants”. Purchaser acknowledges that Marriott may have no direct or actual knowledge of the facts contained in certain of the Pass Through Representations and that except as set forth in Section 5.18A, 5.17A that Marriott is relying exclusively on the correctness of the Pass Through Representations of CTF in making the Pass Through Representations to PurchaserPurchaser and that Marriott has no independent capability to perform certain covenants of CTF. Purchaser acknowledges and agrees that Marriott’s liability to Purchaser for any Breach of the Pass Through Representations or any breach or failure to perform any of the Pass Through Covenants shall be, and shall be limited to to, the actual monetary damages or other relief received by Marriott based on the breach of the Pass Through Representations and/or Pass Through Covenants by CTF. Except as set forth in this Section 10.1(a)-10.1(b10.1(a)-(b), Marriott shall have no liability or obligation to Purchaser for any Breach by Marriott of the Pass Through RepresentationsRepresentations or Pass Through Covenants. (b) Upon the occurrence of a Breach of the Pass Through Representations and/or Pass Through Covenants and upon Purchaser making a claim against Marriott, Marriott shall exercise any and all rights and remedies available to Marriott under the CTF Agreement or at law or in equity (i) to bring against CTF a claim for indemnification and institute litigation to enforce such claim to the same extent as made by Purchaser against Marriott (but only to, and in the manner permitted by the CTF Agreement and subject to the limitations of Article 10 of the CTF Agreement, which for the avoidance of doubt, exempts Tax matters from any such limitations imposed by Article 10 of the CTF Agreement) (a “Mirror Claim”); and (ii) to seek as damages in the Mirror Claim, all Losses of the Purchaser arising from the Mirror Claim (but only to in the manner permitted by this Agreement and subject to the limitations of Article 10 as aforesaid). In taking any action against CTF, Purchaser shall have the right to select counsel and to manage any and all claims, actions, causes of action and/or litigation which Marriott may pursue in order to enforce its rights hereunder. Marriott shall cooperate fully with Purchaser in Purchaser’s efforts to enforce its right based on a Breach of the Pass Through RepresentationsRepresentations and/or Pass Through Covenants. Purchaser shall be responsible for, and shall pay all of Purchaser’s reasonable expenses which Purchaser may suffer, incur or expend in its efforts to enforce its rights against CTF, including, without limitation, reasonable counsel fees, fees of experts, and court costs and may include such costs as a part of its claim for damages.