UPON
HARDWARE OR OTHER SOFTWARE DEVELOPED BY OTHERS (INCLUDING OPERATING SYSTEMS THAT
MUST BE INITIALIZED AT HARDWARE START-UP AND WHICH CONTROL SYSTEM SERVICES AND
OPERATION), LICENSOR SHALL NOTIFY LICENSEE OF SUCH REQUIREMENT.
11.
MISCELLANEOUS.
(A)
COMPLETE AGREEMENT.
THIS AGREEMENT AND THE EXHIBITS ATTACHED
HERETO AND THE DOCUMENTS REFERRED TO HEREIN AND THEREIN SHALL CONSTITUTE THE
ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND THEREOF AND SHALL SUPERSEDE ALL PREVIOUS NEGOTIATIONS, COMMITMENTS
AND WRITINGS WITH RESPECT TO SUCH SUBJECT MATTER.
6
(B)
ASSIGNMENT.
FOR A PERIOD OF TWENTY-FOUR (24) MONTHS AFTER THE
EFFECTIVE DATE, THIS AGREEMENT MAY NOT BE ASSIGNED, IN WHOLE OR IN PART, BY
LICENSOR WITHOUT LICENSEE'S WRITTEN CONSENT, NOT TO BE UNREASONABLY WITHHELD.
AFTER A PERIOD OF TWENTY-FOUR (24) MONTHS AFTER THE EFFECTIVE DATE, THIS
AGREEMENT MAY BE FREELY ASSIGNED BY LICENSOR.
LICENSEE MAY ASSIGN THIS
AGREEMENT, INCLUDING THE LICENSE, IN CONNECTION WITH A TRANSFER OF THE OWNERSHIP
(INCLUDING WITHOUT LIMITATION IN CONNECTION WITH AN ASSET SALE) OF LICENSEE.
IN
THE EVENT OF ANY ASSIGNMENT HEREUNDER, THE ASSIGNEE SHALL ASSUME ALL OF THE
OBLIGATIONS OF THE ASSIGNOR TO THE EXTENT ACCRUING AFTER SUCH ASSIGNMENT.
IN
THE EVENT THAT LICENSEE SELLS, CONVEYS OR OTHERWISE TRANSFERS ITS OWNERSHIP OF
(INCLUDING WITHOUT LIMITATION IN CONNECTION WITH AN ASSET SALE), OR
SUBSTANTIALLY ALL OF ITS DIRECT OR INDIRECT EQUITY INTERESTS IN, ANY OF THE
LICENSED RESORTS, THEN LICENSOR SHALL ENTER INTO AN AGREEMENT WITH THE
PURCHASER(S) OF SUCH LICENSED RESORT(S) PURSUANT TO SECTION 1(C) ABOVE.
LICENSOR OR LICENSEE MAY COLLATERALLY ASSIGN THIS AGREEMENT TO AN INSTITUTIONAL
LENDER THAT IS PROVIDING FINANCING IN CONNECTION WITH THE STEAMBOAT SKI RESORT
OR ANY OF THE LICENSED RESORTS AND THIS AGREEMENT MAY BE ASSIGNED IN CONNECTION
WITH SUCH LENDER'S EXERCISE OF REMEDIES PURSUANT TO THE COLLATERAL ASSIGNMENT.
(C)
WAIVER, DISCHARGE, ETC.
THIS AGREEMENT MAY NOT BE RELEASED,
DISCHARGED, ABANDONED, WAIVED, CHANGED OR MODIFIED IN ANY MANNER, EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED ON BEHALF OF EACH OF THE PARTIES HERETO BY THEIR
DULY AUTHORIZED REPRESENTATIVES.
THE FAILURE OF ANY PARTY HERETO TO ENFORCE AT
ANY TIME ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL IN NO WAY BE CONSTRUED TO
BE A WAIVER OF ANY SUCH PROVISION, NOR IN ANY WAY BE CONSTRUED TO AFFECT THE
VALIDITY OF THIS AGREEMENT OR ANY PART THEREOF OR THE RIGHT OF ANY PARTY
THEREAFTER TO ENFORCE EACH AND EVERY SUCH PROVISION.
NO WAIVER OF ANY BREACH OF
THIS AGREEMENT SHALL BE HELD TO BE A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH.
(D)
FEES AND EXPENSES.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT, EACH PARTY HERETO SHALL PAY ALL OF THE FEES AND EXPENSES INCURRED BY
IT IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY.
(E)
AMENDMENTS.
NO AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE
UNLESS IT SHALL BE IN A WRITING SIGNED BY EACH PARTY HERETO.
(F)
NOTICES.
ALL NOTICES, REQUESTS, CONSENTS AND DEMANDS TO OR UPON
THE RESPECTIVE PARTIES HERETO SHALL BE IN WRITING,