subsidiaries of the Company (i.e. all
subsidiaries except RL Venture Holding LLC) to sell spirits, beer and wine at
each hotel owned by the wholly-owned subsidiaries of RL Venture Holding LLC.
Except as specifically set forth herein, Seller has not made and does not make
or give any warranties or representations.
Section 5.02 Representations and Warranties of the Purchaser. The Purchaser
hereby represents and warrants the following to Seller:
(a)Authority. The Purchaser has all requisite power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby
pursuant to the terms and conditions hereof.
(b)No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with,
breach, result in a default under, or violate any commitment, document or
instrument to which the Purchaser is a party or by which it is bound.
Except as specifically set forth herein, Purchaser has not made and does not
make or give any warranties or representations.
Section 5.03 Restatement and Duration of Representations and Warranties. All
representations and warranties contained in Section 5.01 and Section 5.02 shall
be deemed restated on (and made as of) the Closing Date and shall survive the
period of one (1) year from the Closing Date.
Section 5.04
As-Is Purchase/Disclaimer of Implied Representations or
Warranties.
(a)AS-IS PURCHASE. THE PURCHASER ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT,
EXCEPT AS EXPRESSLY PROVIDED IN Section
5.01 ABOVE OR IN THE EXHIBITS AND WITHOUT AFFECTING ANY OF THE OBLIGATIONS OF
SELLER UNDER THIS AGREEMENT OR THE OBLIGATIONS OF THE SELLER UNDER THE
CONTRIBUTION AGREEMENT: (I) ANY INFORMATION INCLUDING DOCUMENTS AND OTHER
INFORMATION PROVIDED, SUPPLIED OR MADE AVAILABLE BY SELLER IS FURNISHED TO THE
PURCHASER SOLELY AS A COURTESY; (II) THE INFORMATION IS PROVIDED, AND THE
PROPERTY IS PURCHASED, ON AN AS-IS-WHERE-IS BASIS AND SELLER MAKES NO
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE,
INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY,
OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE PROPERTY (AS
DEFINED IN THE CONTRIBUTION AGREEMENT); AND (III) NO REPRESENTATIONS, WHETHER
WRITTEN OR ORAL, HAVE BEEN MADE BY SELLER, OR ITS AGENTS OR EMPLOYEES IN ORDER
TO INDUCE THE COMPANY TO ENTER INTO THIS AGREEMENT.
(b)EXCEPT AS EXPRESSLY PROVIDED IN Section 5.01, AND WITHOUT AFFECTING ANY OF
THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT OR THE OBLIGATIONS OF THE SELLER
UNDER THE CONTRIBUTION AGREEMENT OR THE OBLIGATIONS OF THE SELLER UNDER THE
AMENDED AND RESTATED OPERATING AGREEMENT, AS PART OF THE PURCHASER'S AGREEMENT
TO ACCEPT THE TRANSFERRED MEMBERSHIP INTEREST IN COMPANY ON AN AS-IS-WHERE-IS
BASIS, AND NOT AS A LIMITATION ON SUCH AGREEMENT, THE PURCHASER HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL ACTUAL OR
POTENTIAL RIGHTS THE PURCHASER MIGHT HAVE REGARDING ANY FORM OF WARRANTY,
EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE PROPERTY AND THE
INFORMATION.
(c)RELEASE. WITH THE EXCEPTION OF: (I) SELLER'S DEFAULT, SELLER'S BREACH OF ANY
REPRESENTATION OR WARRANTY OF