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, 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.
62
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.
STEAMBOAT SKI & RESORT CORPORATION
By:
/s/ William J. Fair
Name:
William J. Fair
Title:
AMERICAN SKIING COMPANY
By:
/s/ William J. Fair
Name:
William J. Fair
Title:
STEAMBOAT ACQUISITION CORP.
By:
/s/ Randal A. Nardone
Name:
Randal A. Nardone
Title:
WINTERGAMES HOLDINGS SARL
By:
/s/ Randal A. Nardone
Name:
Randal A. Nardone
Title:
63
Exhibit A to Purchase Agreement
SOFTWARE LICENSE AGREEMENT
This Software License Agreement (this "Agreement") is made as of this
day of
, 2006, by and between
, a
corporation ("XYZ"), and Steamboat Ski and Resort
Corporation, a Delaware corporation ("SSRC" and together with XYZ the
"Licensor"), on the one hand, and American Skiing Company, a Delaware
corporation (the "Licensee"), on the other hand.
WHEREAS, SSRC owns (1) a vacation planning and ecommerce storefront system that
is comprised of certain computer software programs (in source and object code
format) and technical and user documentation and materials related to such
programs, including without limitation the software, documentation and materials
described on Exhibit A (collectively, "CORIS"); and (2) a work request and
management system that is comprised of certain computer software programs (in
source and object code format) and technical and user documentation and
materials related to such programs, including without limitation the software,
documentation and materials described on Exhibit A (collectively, "WRMS")
WHEREAS, pursuant to the Stock Purchase Agreement dated as of
, 2006 by and between XYZ and Licensee (the "SPA"),
XYZ purchased from Licensee all of the issued and outstanding shares of common
stock of SSRC; and
WHEREAS, pursuant to the SPA, XYZ agreed to grant Licensee a license to use
CORIS and WRMS on the terms and conditions set forth herein.
NOW THEREFORE, for and in consideration of the foregoing, the agreements and
undertakings hereinafter provided and for other good and valuable consideration,
the receipt and sufficiency of which is hereby expressly acknowledged by
Licensor and Licensee, Licensor and Licensee hereby agree as follows:
1.
LICENSE GRANT.
(A)
LICENSE.
LICENSOR HEREBY GRANTS TO LICENSEE A WORLDWIDE,
NONEXCLUSIVE, NON-ASSIGNABLE (EXCEPT TO THE LIMITED EXTENT SET FORTH IN SECTION
11(B) HEREOF), NONTRANSFERABLE, SUB-LICENSABLE (AS PERMITTED IN SECTION 1(C)
BELOW),