AS-IS from Contribution Agreement
THIS CONTRIBUTION AGREEMENT (this Agreement) is made and entered into as of September 11, 2015 (the Effective Date), by and among WPPI BELLEVUE MFS, LLC, a Washington limited liability company (WPPI), CWI BELLEVUE HOTEL, LLC, a Delaware limited liability (the CWI or the Company), CWI OP, LP, a Delaware limited partnership (CWI 1 Member), and CWI 2 OP, LP, a Delaware limited partnership (CWI 2 Member and together with the CWI 1 Member, the CWI Members). WPPI and CWI are sometimes referred to collectively in this Agreement as the Parties and individually as a Party. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in Exhibit A attached hereto and incorporated by this reference.
AS-IS. The Property shall be conveyed, transferred and contributed to the Company AS IS, WHERE IS AND WITH ALL FAULTS and (except for the representations and warranties set forth in Section 3.1 or in any of WPPIs Closing deliverables pursuant to Section 6.1) specifically and expressly without any warranties, representations or guarantees, either express or implied, of any kind, nature or type whatsoever from or on behalf of WPPI. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT INCLUDING THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.1 OR ANY OF WPPIS CLOSING DELIVERIES PURSUANT TO SECTION 6.1, CWI HAS NOT RELIED AND WILL NOT RELY ON, AND WPPI HAS NOT MADE AND IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE HOTEL OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, HOTEL INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE HOTEL) MADE OR FURNISHED BY WPPI, OR ANY HOTEL MANAGER, ANY BROKER, AGENT OR THIRD PARTY REPRESENTING OR PURPORTING TO REPRESENT WPPI, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. CWI REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED ACQUIRER OF REAL ESTATE AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT INCLUDING THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.1 OR ANY OF WPPIS CLOSING DELIVERIES PURSUANT TO SECTION 6.1, IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF CWIS CONSULTANTS IN ACQUIRING THE HOTEL THROUGH THE COMPANY AND HAS MADE AN INDEPENDENT VERIFICATION OF THE ACCURACY OF ANY DOCUMENTS AND INFORMATION PROVIDED BY WPPI. CWI HAS CONDUCTED SUCH INSPECTIONS AND INVESTIGATIONS OF THE HOTEL AS CWI DEEMED NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND IS RELYING UPON SAME. CWI ACKNOWLEDGES THAT WPPI AFFORDED CWI A FULL OPPORTUNITY TO CONDUCT INVESTIGATIONS OF THE HOTEL AS CWI DEEMED NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE HOTEL AND THE EXISTENCE OR NON-EXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS MATERIALS ON OR DISCHARGED FROM THE HOTEL AND ANY FACT OR CONDITION EXISTING REGARDING THE PRESENCE OF, TESTING FOR, OR REMEDIATION OF, MILDEW, MOLD OR MOLD SPORES ON THE HOTEL, AND IS RELYING SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF WPPI OR ITS AGENTS WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF WPPI AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF WPPIS CLOSING DELIVERIES PURSUANT TO SECTION 6.1. UPON CLOSING, CWI AND/OR THE COMPANY SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL OR CONSTRUCTION DEFECTS OR ADVERSE ENVIRONMENTAL, HEALTH OR SAFETY CONDITIONS, MAY NOT HAVE BEEN REVEALED BY CWIS INSPECTIONS AND INVESTIGATIONS. CWI HEREBY REPRESENTS AND WARRANTS TO WPPI THAT: (A) CWI IS REPRESENTED BY LEGAL COUNSEL IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT; AND (B) CWI IS ACQUIRING THE HOTEL FOR BUSINESS, COMMERCIAL, INVESTMENT OR OTHER SIMILAR PURPOSE AND NOT FOR USE AS CWIS RESIDENCE. CWI WAIVES ANY AND ALL RIGHTS OR REMEDIES IT MAY HAVE OR BE ENTITLED TO, DERIVING FROM DISPARITY IN SIZE OR FROM ANY SIGNIFICANT DISPARATE BARGAINING POSITION IN RELATION TO WPPI.