Knowledge of the Sellers, the Non-Controlled Subsidiary has any Indebtedness or
Liabilities (whether or nor required under GAAP to be reflected on a balance
sheet or the notes thereto) other than those (i) that are specifically reflected
in, fully reserved against or otherwise described in the balance sheet included
in the Interim Financial Statements, or (ii) that have been incurred in the
ordinary course of business since July 31, 2006.
3.32
NO OTHER REPRESENTATIONS.
EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES OF THE SELLERS SPECIFICALLY CONTAINED IN THIS ARTICLE III OR IN ANY
CERTIFICATE DELIVERED BY THE SELLERS PURSUANT TO THIS AGREEMENT, NO SELLER 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
BUSINESS OR THE SELLERS.
IN ADDITION, EXCEPT AS SPECIFICALLY PROVIDED IN THIS
ARTICLE III, NONE OF THE SELLERS MAKES ANY REPRESENTATION OR WARRANTY WITH
RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE BUYERS,
INCLUDING IN ANY "DATA ROOMS," IN CONNECTION WITH ANY MANAGEMENT PRESENTATIONS,
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)).
3.33
CONDITION OF THE BUSINESS.
EXCEPT AS EXPRESSLY SET FORTH IN THIS
ARTICLE III AND WITHOUT LIMITING THE PROVISIONS OF SECTION 3.33, THE ASSETS ARE
BEING SOLD IN THEIR "AS IS" CONDITION, AND NO SELLER MAKES ANY OTHER
REPRESENTATIONS OR WARRANTIES, WHATSOEVER, EXPRESS OR IMPLIED, RELATING TO SUCH
ASSETS, 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.
3.34
INDEPENDENT INVESTIGATION.
THE BUYER HEREBY ACKNOWLEDGES AND
AFFIRMS THAT IT HAS CONDUCTED AND COMPLETED ITS OWN INVESTIGATION, ANALYSIS AND
EVALUATION OF THE RESORT THAT IT HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF
THE RESULTS OF OPERATIONS, CONDITION (FINANCIAL AND OTHERWISE) AND PROSPECTS OF
THE RESORT AS IT HAS DEEMED NECESSARY OR APPROPRIATE, THAT IT HAS HAD THE
OPPORTUNITY TO REQUEST ALL INFORMATION IT HAS DEEMED RELEVANT TO THE FOREGOING
FROM THE SELLERS AND SELLERS AND HAS RECEIVED
33
RESPONSES IT DEEMS ADEQUATE AND SUFFICIENT TO ALL SUCH REQUESTS FOR INFORMATION,
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 RESORT AND (B) THE
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS CONTAINED IN THIS
AGREEMENT.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to Sellers as follows:
4.1
Organization of the Buyer.
Buyer is a limited liability company
duly organized, validly existing