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 PARENT OR THE
51
BUYER. IN ADDITION, EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLE IV, NONE OF THE
PARENT, THE BUYER OR 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. EACH PURCHASER HEREBY ACKNOWLEDGES AND
AFFIRMS THAT IT HAS CONDUCTED AND COMPLETED ITS OWN INVESTIGATION, ANALYSIS AND
EVALUATION OF THE COMPANY, ITS ASSETS AND THE RESORT, THAT IT HAS MADE ALL SUCH
REVIEWS AND INSPECTIONS OF THE RESULTS OF OPERATIONS, CONDITION (FINANCIAL AND
OTHERWISE) AND PROSPECTS OF SUCH ASSETS, THE RESORT AND THE COMPANY 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 COMPANY AND ASC AND
HAS RECEIVED 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.
13.20. WOLF DISCLAIMER. THE PARTIES ACKNOWLEDGE THAT THE COMPANY AND WOLF
HAVE AND HAVE HAD VARIOUS ARRANGEMENTS AND RELATIONSHIPS, INCLUDING THE
COMPANY'S PURCHASE OF A PORTION OF THE RESORT FROM WOLF, THE COMPANY'S LEASE OF
LAND AT THE RESORT FROM WOLF PURSUANT TO THE GROUND LEASE, AND PRIOR LITIGATION
BETWEEN THE COMPANY AND WOLF. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
IN THIS AGREEMENT, WHILE MISREPRESENTATIONS AND OTHER MATTERS INVOLVING WOLF MAY
CONSTITUTE EITHER A MISREPRESENTATION AND/OR A "MATERIAL ADVERSE EFFECT" ON THE
COMPANY FOR PURPOSES OF SECTIONS 7.1 AND 7.2 OF THIS AGREEMENT, NO
REPRESENTATIONS AND WARRANTIES SHALL BE REQUIRED TO BE MADE BY THE SELLERS WITH
REGARD TO ANY MATTERS INVOLVING WOLF, AND ASC WILL HAVE NO INDEMNIFICATION
OBLIGATIONS TO THE PURCHASER INDEMNITIES WITH REGARD TO ANY MATTERS INVOLVING
WOLF.
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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.
ASC UTAH
By:
/s/ Foster Stewart, Jr.
Name:
Foster Stewart, Jr.
Title:
Senior Vice President & General Councel
AMERICAN SKIING COMPANY
By:
/s/ Foster Stewart, Jr.
Name:
Foster Stewart, Jr.
Title:
Senior Vice President & General Councel
TALISKER CANYONS FINANCE
CO LLC
By:
/s/ Jack Bistricer
Name:
Jack Bistricer
Title:
Chairman and Chief Executive Officer
TALISKER CORP.
By:
/s/ Jack Bistricer
Name:
Jack Bistricer
Title:
Chairman and Chief Executive Officer
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Exhibit A
INDEMNIFICATION AND RELEASE AGREEMENT
This Indemnification and Release Agreement (the "Agreement"), dated as of
, 2007, is by and among TALISKER CORP., a Delaware
corporation ("Talisker"), TALISKER CANYONS FINANCE CO LLC, a Delaware limited
liability company ("Buyer"), ASC UTAH, INC., a Utah corporation ("ASCU" and,
together with Talisker