Common use of Covenants, Representations and Warranties of Buyer Clause in Contracts

Covenants, Representations and Warranties of Buyer. Buyer makes the following representations and warranties as of the Effective Date, each of which is material and is relied upon by Seller and shall be repeated and true at the time of Closing: (a) Buyer represents and warrants that: (i) Buyer is a Delaware limited partnership, validly existing, and in good standing under the laws of the State of Delaware; (ii) Buyer has duly and validly executed this Agreement, and has full power to enter into and perform this Agreement, (iii) Buyer has obtained all necessary authorizations; and (iv) the parties executing this Agreement and the documents referred to hereunder on behalf of Buyer have been duly authorized, and the Agreement and such documents have been duly executed; (b) Buyer is not contemplating either (i) the filing of a petition by it under any bankruptcy or insolvency laws (and Buyer has no knowledge of any person contemplating the filing of any such petition against it), or (ii) the liquidation of all or a major portion of the assets of Buyer; (c) Buyer shall indemnify and save Seller and the Company and its members harmless for all acts of Buyer, its agents, servants, employees, contractors, successors and assigns subsequent to Closing, provided, however, that the foregoing indemnification shall not apply to any acts for which Buyer is indemnified in connection with breaches of Seller’s representations and warranties herein or otherwise under this Agreement; and (d) Buyer acknowledges that the Company will, subsequent to Closing, have continuing obligations pursuant to agreements entered in by Company prior to Closing, including but not limited to obligations, if any, arising from the Property Purchase Contracts to the extent that such obligations survive the closing of such acquisitions. (e) The covenants, representations and warranties provided in this Agreement shall survive Closing.

Covenants, Representations and Warranties of Buyer. Buyer makes the following representations and warranties as of the Effective Datecovenants, each of which is material and is relied upon by Seller and shall be repeated and true at the time of Closing: (a) Buyer represents and warrants that: (i) to Seller as follows: 7.01 Buyer is a Delaware limited partnership, validly existing, corporation duly organized and in good standing under the laws of the State of Delaware; (ii) Arizona. 7.02 Buyer has duly the full right and validly executed this Agreement, and has full power authority to enter into and fully perform its obligations under this Agreement, (iii) Buyer has obtained all necessary authorizations; and (iv) the parties executing . 7.03 The persons signing this Agreement and the documents referred to hereunder on behalf of Buyer have been duly authorizedare authorized to do so, and to bind Buyer to the Agreement terms hereof. 7.04 Buyer shall assume all of the Existing Liabilities, as shown on Exhibit "L" attached hereto, and such documents have been duly executed;shall pay when due all items appearing thereon. (b) 7.05 Buyer is not contemplating either (i) the filing of a petition by it under shall defend, indemnify and hold Seller harmless from any bankruptcy and all liability to third parties arising out of, connected to or insolvency laws (and Buyer has no knowledge of resulting from, any person contemplating the filing of any such petition against it)act, transaction, or (ii) omission of Buyer occurring after the liquidation of all or a major portion of Closing Date with respect to the assets of Buyer; (c) Buyer shall indemnify and save Seller and the Company and its members harmless for all acts of BuyerResort, its agentscondition or the operation thereof, servants, employees, contractors, successors and assigns subsequent to Closing, provided, provided however, that the foregoing such indemnification shall not apply (except as may be otherwise herein specifically provided) extend to any acts for which Buyer is indemnified in connection with breaches cost, expense or liability arising out of Seller’s representations 's indemnifications and warranties herein or otherwise under this Agreement; and (d) Buyer acknowledges that the Company will, subsequent to Closing, have continuing obligations pursuant to agreements entered in by Company any omission or act of Seller on or prior to Closingthe Closing Date. 7.06 As of the Closing Date, including but not limited Buyer has inspected the Resort and the books and records of the Resort and has made all other inquiries which it deems necessary to obligations, if any, arising from the Property Purchase Contracts satisfy itself as to the extent that such obligations survive condition and the closing operation of such acquisitions. (e) The the Resort, and agrees to accept possession of the Resort in its "as is" condition, except for the express covenants, representations and warranties provided of Seller contained in this Agreement. 7.07 Buyer accepts Seller's assignment to it of all Leases, Service Contracts and Contract Rights contained in Exhibit "F" related to the Resort and assumes all obligations of Seller thereunder arising after the Closing Date. 7.08 If Buyer assigns its interest in this Agreement to a nominee, Buyer shall survive guarantee the prompt payment and full performance of the nominee in form approved by Seller. 7.10 The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any provision of, or result in the breach of, any of the terms, provisions, or conditions of, or constitute a default under or conflict with respect to, any other agreement by which Buyer is bound. 7.11 The Shares of common stock described in paragraph 2.01(c) above are authorized but unissued stock of Buyer, and Buyer will deliver or issue to Seller the Shares free and clear of all liens, encumbrances, security agreements, options, claims, charges and restrictions (except as may be imposed by Rule 144 or other state or federal securities laws) and fully paid and non-assessable. 7.12 The Financial Statements delivered to Seller have been prepared in accordance with generally accepted accounting principles, and fairly present the financial position of Buyer as of the respective dates thereof, and the results of its operations for the period(s) indicated. 7.13 To the best of Buyer's knowledge, there is no suit, action, arbitration, or legal, administrative, or other proceeding, or governmental investigation pending or threatened against or affecting Buyer which if resolved adversely to Buyer would have a material adverse affect on Buyer or its business, assets, or financial condition. 7.14 It shall be a condition precedent to Seller's obligation to close this transaction that Buyer's covenants, representations and warranties in this Agreement be fully performed and true and accurate as of the Closing.

Covenants, Representations and Warranties of Buyer. Buyer makes the following representations and warranties as of the Effective Date, each of which is material and is relied upon by Seller and shall be repeated and true at the time of Closing: (a) Buyer represents and warrants that: (i) Buyer is a Delaware limited partnership, validly existing, and in good standing under the laws of the State of Delaware; (ii) Buyer has duly and validly executed this Agreement, and has full power to enter into and perform this Agreement, (iii) Buyer has obtained all necessary authorizations; and (iv) the parties executing this Agreement and the documents referred to hereunder on behalf of Buyer have been duly authorized, and the Agreement and such documents have been duly executed; (b) Buyer is not contemplating either (i) the filing of a petition by it under any bankruptcy or insolvency laws (and Buyer has no knowledge of any person contemplating the filing of any such petition against it), or (ii) the liquidation of all or a major portion of the assets of Buyer; (c) Buyer shall indemnify and save Seller and the Company Companies and its their members harmless for all acts of Buyer, its agents, servants, employees, contractors, successors and assigns subsequent to Closing, provided, however, that the foregoing indemnification shall not apply to any acts for which Buyer is indemnified in connection with breaches of Seller’s representations and warranties herein or otherwise under this Agreement; and (d) Buyer acknowledges that the Company Companies will, subsequent to Closing, have continuing obligations pursuant to agreements entered in by Company the Companies prior to Closing, including but not limited to obligations, if any, arising from the Property Purchase Contracts to the extent that such obligations survive the closing of such acquisitions. (e) The covenants, representations and warranties provided in this Agreement shall survive Closing.

Covenants, Representations and Warranties of Buyer. Buyer makes the following representations and warranties as of the Effective Datecovenants, each of which is material and is relied upon by Seller and shall be repeated and true at the time of Closing: (a) Buyer represents and warrants that: (i) to Seller as follows: 7.01 Buyer is a Delaware limited partnership, validly existing, corporation duly organized and in good standing under the laws of the State of Delaware; (ii) Arizona. 7.02 Buyer has duly the full right and validly executed this Agreement, and has full power authority to enter into and fully perform its obligations under this Agreement, (iii) Buyer has obtained all necessary authorizations; and (iv) the parties executing . 7.03 The persons signing this Agreement and the documents referred to hereunder on behalf of Buyer have been duly authorizedare authorized to do so, and to bind Buyer to the Agreement terms hereof. 7.04 Buyer shall assume all of the existing liabilities, as shown on Exhibit "L" attached hereto, and such documents have been duly executed;shall pay when due all items appearing thereon. (b) 7.05 Buyer is not contemplating either (i) the filing of a petition by it under shall defend, indemnify and hold Seller harmless from any bankruptcy and all liability to third parties arising out of, connected to or insolvency laws (and Buyer has no knowledge of resulting from any person contemplating the filing of any such petition against it)act transaction, or (ii) omission of Buyer occurring after the liquidation of all Closing Date with respect to the Resort its condition or a major portion of the assets of Buyer; (c) Buyer shall indemnify and save Seller and the Company and its members harmless for all acts of Buyeroperation thereof, its agents, servants, employees, contractors, successors and assigns subsequent to Closing, provided, provided however, that the foregoing such indemnification shall not apply (except as may be otherwise herein specifically provided) extend to any acts for which Buyer is indemnified in connection with breaches cost expense or liability arising out of Seller’s representations seller's indemnification's and warranties herein or otherwise under this Agreement; and (d) Buyer acknowledges that the Company will, subsequent to Closing, have continuing obligations pursuant to agreements entered in by Company any omissions or act of Seller on or prior to Closingthe Closing Date. 7.06 As of the Closing Date, including but not limited Buyer has inspected the Resort and the books and records of the Resort and has made all other inquiries which it deem necessary" to obligations, if any, arising from the Property Purchase Contracts satisfy itself as to the extent that such obligations survive condition and the closing operation of such acquisitions. (e) The the Resort and agrees to accept possession of the Resort in its "as is" condition, except for the express covenants, representations and warranties provided of Seller contained in this Agreement 7.07 Buyer accepts Seller's assignment to it of all Leases, Service Contracts and Contract Rights contained in Exhibit "F" related to the Resort and assumes all obligations of Seller thereunder arising after the Closing Date. 7.08 If Buyer assigns its interest in this Agreement to a nominee, Buyer shall survive guarantee the prompt payment and full performance of the nominee in form approved by Seller. 7.09 Buyer agrees to inform Seller in writing immediately upon obtaining actual knowledge that arty of Buys(s) representations or warranties herein are inaccurate. 7.10 The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any provision of, or result in the breach of, any of the terms, provisions, or conditions of, or constitute a default under or conflict with respect to, any other agreement by which Buyer is bound. 7.11 The Shares of common stock described in paragraph 2.01(c) above are authorized but unissued stock of Buyer, and Buyer will deliver or issue to Seller the Shares free and clear of all liens, encumbrances, security agreements, options, claims, charges and restriction (except as may be imposed by Rule 144 or other state or federal securities laws) and fully paid and non-assessable. 7.12 The Financial Statements delivered to Seller have been prepared In accordance with generally accepted accounting principles, and fairly present the financial position of Buyer as of the respective date thereof, and the results of its operations for the period(s) indicated. 7.13 To the best of Buyer's knowledge, there is no suit, action, arbitration or legal, administrative, or other proceeding, or governmental investigation pending or threatened against or affecting Buyer which if resolved adversely to Buyer would have a material adverse affect on Buyer or its business, assets, or financial condition. 7.14 It shall be a condition precedent to Seller's obligation to close this transaction that Buyer's covenants, representations and warranties in this Agreement be fully performed and true and accurate as of the Closing.