Seller’s Disclaimers; Condition of Hotel. Buyer acknowledges and agrees that Buyer shall have the full opportunity to inspect the Hotel and review such documents and records as it deems necessary or appropriate concerning the Hotel, including, without limitation, the condition of the soil, subsoil, surface or other physical condition of the Hotel; the existence or nonexistence of hazardous or toxic materials, wastes or substances or archaeological matters, including without limitation, access and gathering rights, burial sites and sites of religious significance; the fitness or suitability of the Hotel for any particular use or purpose; applicable restrictive covenants, governmental laws, rules, regulations and limitations; the zoning, subdivision, use, density, location or development of the Hotel; the necessity or availability of any rezoning, zoning variances, conditional use permits, special management area permits, building permits, time sharing or vacation ownership approvals, environmental impact statements and other governmental permits, approvals or acts; the physical condition of the Hotel, including, without limitation, the structural elements, foundation, roof, appurtenances, access, landscaping, whirlpool spa, swimming pool and other recreational equipment, and the electrical, mechanical, HVAC, plumbing, sewage and utility systems, facilities and appliances; the Hotel’s compliance with any building code, OSHA, Americans with Disabilities Act, as amended, and other laws, statutes, regulations or ordinances; the size, dimension or topography of the Hotel; any surface, soil, geologic, drainage, flooding or groundwater conditions or other physical conditions and characteristics of or affecting the Hotel or adjoining land, such as aircraft overflight, traffic, drainage, flooding, air, hazardous swimming conditions and riptides, and its investment value or resale value. Except as otherwise expressly provided in this Agreement and the Conveyance Documents, the Hotel is being sold “AS IS, WHERE IS, WITHOUT REPRESENTATION OR WARRANTY.” Except for the representations expressly provided in this Agreement and the Conveyance Documents, neither Seller’s nor Manager’s employees or agents, nor any other person has been authorized to make any representations about the state, condition or use of the Hotel on behalf of Seller or otherwise, and Buyer shall not rely upon (and Seller shall not be responsible for the truth or accuracy of) any such representation.
