OR IN CONNECTION WITH ANY OTHER MATTER (INCLUDING, WITHOUT
LIMITATION, THE PROVISION OF ANY BUSINESS OR FINANCIAL ESTIMATES AND PROJECTIONS
AND OTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS
UNDERLYING SUCH ESTIMATES, PROJECTIONS OR FORECASTS)).
13.17
CONDITION OF THE BUSINESS.
EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE
III OR A WRITING DELIVERED BY A SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT
AND WITHOUT LIMITING THE PROVISIONS OF SECTION 13.16, THE COMPANIES ARE BEING
SOLD WITH THEIR ASSETS AND THE RESORTS IN THEIR "AS IS" CONDITION, AND NONE OF
SELLERS, THE COMPANIES OR ANY OTHER PERSON MAKES ANY OTHER REPRESENTATIONS OR
WARRANTIES, WHATSOEVER, EXPRESS OR IMPLIED, RELATING TO SUCH ASSETS, THE
RESORTS, OR THE COMPANIES, INCLUDING ANY REPRESENTATION OR WARRANTY (A) AS TO
THE FUTURE SALES OR PROFITABILITY OF THE BUSINESS AS IT WILL BE CONDUCTED BY THE
BUYER OR (B) ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR
USAGE OF TRADE.
ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY
EXPRESSLY DISCLAIMED BY THE SELLERS.
13.18
NO OTHER REPRESENTATIONS.
EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES OF THE BUYER SPECIFICALLY CONTAINED IN ARTICLE IV, NEITHER THE BUYER
NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO EITHER THE TRANSACTIONS
CONTEMPLATED HEREBY OR THE CONDITION (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER
MATTER INVOLVING, THE BUYER.
IN ADDITION, EXCEPT AS SPECIFICALLY PROVIDED IN
ARTICLE IV, NEITHER THE BUYER NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR
WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE
TO THE SELLERS.
13.19
INDEPENDENT INVESTIGATION.
BUYER HEREBY ACKNOWLEDGES AND AFFIRMS
THAT IT HAS CONDUCTED AND COMPLETED ITS OWN INVESTIGATION, ANALYSIS AND
EVALUATION OF THE COMPANIES, THEIR RESPECTIVE ASSETS AND THE RESORTS, THAT IT
HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE RESULTS OF OPERATIONS,
CONDITION (FINANCIAL AND OTHERWISE) AND PROSPECTS OF SUCH ASSETS, THE RESORTS
AND THE COMPANIES AS IT HAS DEEMED NECESSARY OR APPROPRIATE, AND THAT IN MAKING
ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY IT HAS RELIED SOLELY ON (A) ITS OWN INVESTIGATION, ANALYSIS
AND EVALUATION OF THE RESORTS AND (B) THE REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE SELLERS CONTAINED IN THIS AGREEMENT.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized representatives as of the day and year first
above written.
SUNDAY RIVER SKIWAY CORPORATION
By:
/s/ Foster A. Stewart, Jr.
Name: Foster A. Stewart, Jr.
Title: Senior Vice President
SUGARLOAF MOUNTAIN CORPORATION
By:
/s/ Foster A. Stewart, Jr.
Name:
Foster A. Stewart, Jr.
Title:
Senior Vice President
S-K-I LTD.
By:
/s/ Foster A. Stewart, Jr.
Name:
Foster A. Stewart, Jr
Title:
Senior Vice President
AMERICAN SKIING COMPANY
By:
/s/ Foster A. Stewart, Jr.
Name:
Foster A. Stewart, Jr
Title:
Senior Vice President
BOYNE USA, INC.
By:
/s/ Stephen Kircher
Name:
Stephen Kircher
Title:
President - Boyne Eastern Operations
64