WAY RELATED TO THE PROPERTY OR ANY PORTION
THEREOF. THIS RELEASE INCLUDES CLAIMS OF WHICH PURCHASER IS PRESENTLY UNAWARE OR
WHICH PURCHASER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY
PURCHASER, WOULD MATERIALLY AFFECT PURCHASER'S RELEASE TO SELLER. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER EXPRESSLY WAIVES ANY AND ALL
RIGHTS CONFERRED UPON IT BY ANY STATUTE OR RULE OF LAW WHICH PROVIDES
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THAT A RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CLAIMANT DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED
PARTY, AND PURCHASER HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW
HAS, OR IN THE FUTURE MAY HAVE, CONFERRED UPON PURCHASER BY VIRTUE OF THE
PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR."
IN THIS CONNECTION AND TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY
AGREES, REPRESENTS AND WARRANTS THAT PURCHASER REALIZES AND ACKNOWLEDGES THAT
FACTUAL MATTERS NOW UNKNOWN TO IT MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO
CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES
AND EXPENSES WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND
PURCHASER FURTHER AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES
HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND
THAT PURCHASER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT
SELLER FROM ANY SUCH UNKNOWN CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS,
CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES.
SELLER HAS GIVEN PURCHASER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN
EXCHANGE FOR PURCHASER AGREEING TO THE PROVISIONS OF THIS SECTION 11(C). SELLER
AND PURCHASER HAVE EACH INITIALED THIS SECTION 11(C) TO FURTHER INDICATE THEIR
AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF.
SELLER'S INITIALS
PURCHASER'S INITIALS
12. Seller's Representations and Warranties.
(a) As an inducement to Purchaser to enter into this Agreement and to consummate
the transactions contemplated herein, Seller represents and warrants to
Purchaser as of the date hereof and as of the Closing Date as follows:
(i) Organization. Seller is a limited liability company duly organized, validly
existing in good standing in the state of its formation and is authorized to do
business in the state in which the Resort is located.
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(ii) Power and Authority of Seller. Except with respect to any consent which may
be required in connection with the assignment of any Contract pursuant to the
terms and conditions hereof, Seller has the requisite right, power and authority
to sell, convey and transfer the Property to Purchaser, as provided herein, and
to enter into and carry out the terms of this Agreement and the execution and
delivery hereof and of all other