SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN.
PURCHASER
ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS, WHERE IS"
NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE
MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY.
PURCHASER, WITH PURCHASER'S
COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS
AGREEMENT AND UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE
DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS
AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO
PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS
SET FORTH IN THIS AGREEMENT.
3.7.3
PURCHASER COVENANTS AND AGREES ON BEHALF OF ITSELF AND PURCHASER'S
AFFILIATES NOT TO SUE SELLER AND THE SELLER PARTIES AND RELEASE SELLER AND THE
SELLER PARTIES OF AND FROM AND WAIVES ANY CLAIM OR CAUSE OF ACTION, INCLUDING
WITHOUT LIMITATION ANY STRICT LIABILITY CLAIM OR CAUSE OF ACTION, THAT PURCHASER
OR PURCHASER'S AFFILIATES MAY HAVE AGAINST SELLER OR THE SELLER PARTIES UNDER
ANY ENVIRONMENTAL LAW, WHETHER NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED,
RELATING TO ENVIRONMENTAL MATTERS OR ENVIRONMENTAL CONDITIONS IN, ON, UNDER,
ABOUT OR MIGRATING FROM OR ONTO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, OR BY
VIRTUE OF ANY COMMON LAW RIGHT, NOW EXISTING OR HEREAFTER CREATED, RELATED TO
ENVIRONMENTAL CONDITIONS OR ENVIRONMENTAL MATTERS IN, ON, UNDER, ABOUT OR
MIGRATING FROM OR ONTO THE PROPERTY; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE
FOREGOING, IN THE EVENT THAT PURCHASER IS SUED BY A THIRD PARTY IN RESPECT OF
ANY CLAIM OR CAUSE OF ACTION WAIVED BY PURCHASER PURSUANT TO THE FOREGOING
PROVISIONS OF THIS SECTION 3.7.3, PURCHASER SHALL HAVE THE RIGHT TO IMPLEAD
SELLER AND/OR THE APPLICABLE SELLER PARTIES. THE TERMS AND CONDITIONS OF THIS
SECTION 3.7 WILL EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT OR THE
CLOSING, AS THE CASE MAY BE, AND WILL NOT MERGE WITH THE PROVISIONS OF ANY
CLOSING DOCUMENTS AND ARE HEREBY DEEMED INCORPORATED INTO THE DEED AS FULLY AS
IF SET FORTH AT LENGTH THEREIN.
ARTICLE 4
TRANSFER TAX, PRORATIONS AND OTHER CLOSING COSTS
4.1
Transfer Taxes; Reserves.
If any Governmental Authority determines
that documentary transfer taxes or similar fees or taxes ("Transfer Taxes") are
due in connection with the transactions contemplated hereby (when considered
individually or when considered with any prior transfers of any direct or
indirect ownership or other individual interests in the Resort), Seller shall be
responsible for payment of such Transfer Taxes at Closing and shall file all
necessary Tax Returns with respect to all Transfer Taxes.
Purchaser shall
cooperate with Seller in filing such Tax Returns to the extent required by
applicable law.
Purchaser shall be responsible for payment of the cost of any
mortgage documentary taxes or intangibles taxes on any financing obtained by
Purchaser.
4.2
Prorations; Credits and Adjustments.
4.2.1
All assets and liabilities of the Resort, determined in accordance
with the Uniform System (provided that all non-Resort assets and liabilities, if