Common use of Representations and Warranties; Compliance with Covenants Clause in Contracts

Representations and Warranties; Compliance with Covenants. The representations and warranties of the Buyer contained herein shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar terms set forth therein) both as of the date of this Agreement and on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations and warranties need only be true and correct as of such other date or time), except where the failure to be so true and correct, individually or in the aggregate with all other such failures, does not have and would not reasonably be expected to have a Material Adverse Effect on the Buyer. The Buyer shall have performed and complied in all material respects with all material covenants and agreements required hereby to be performed or complied with by it on or prior to the Closing Date. The Buyer shall have delivered to ASC, a certificate, dated the date of the Closing and signed by an officer of the Buyer, to the foregoing effect.

Representations and Warranties; Compliance with Covenants. The representations and warranties of the Buyer Sellers contained herein shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar terms set forth therein) both as of the date of this Agreement and on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations and warranties need only be true and correct as of such other date or time), except where the failure to be so true and correct, correct individually or in the aggregate with all other such failures, does not have and would not reasonably be expected to have a Material Adverse Effect on the BuyerCompanies taken as a whole. The Buyer Sellers shall have performed and complied in all material respects with all material covenants and agreements required hereby to be performed or complied with by it them on or prior to the Closing Date. The Buyer ASC shall have delivered to ASC, the Buyer a certificate, dated the date of the Closing and signed by an officer of the BuyerASC, to the foregoing effect.

Representations and Warranties; Compliance with Covenants. The representations and warranties of the Buyer contained herein shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar terms set forth therein) both as of the date of this Agreement and on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations and warranties need only be true and correct as of such other date or time), except where the failure to be so true and correct, individually or in the aggregate with all other such failures, does not have and would not reasonably be expected to have a Material Adverse Effect on the Buyer. The Buyer shall have performed and complied in all material respects with all material covenants and agreements required hereby to be performed or complied with by it on or prior to the Closing Date. The Buyer shall have delivered to ASCSellers, a certificate, dated the date of the Closing and signed by an officer of the Buyer, to the foregoing effect.

Representations and Warranties; Compliance with Covenants. The representations and warranties of the Buyer Sellers contained herein shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar terms set forth therein) both as of the date of this Agreement and on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations and warranties need only be true and correct as of such other date or time), except where the failure to be so true and correct, correct individually or in the aggregate with all other such failures, does not have and would not reasonably be expected to have a Material Adverse Effect on the BuyerCompany. The Buyer Sellers shall have performed and complied in all material respects with all material covenants and agreements required hereby to be performed or complied with by it them on or prior to the Closing Date. The Buyer ASC shall have delivered to ASC, the Parent a certificate, dated the date of the Closing and signed by an officer of the BuyerASC, to the foregoing effect.

Representations and Warranties; Compliance with Covenants. The representations and warranties of the Buyer Sellers contained herein shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar terms set forth therein) both as of the date of this Agreement and on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations and warranties need only be true and correct as of such other date or time), except where the failure to be so true and correct, correct individually or in the aggregate with all other such failures, does not have and would not reasonably be expected to have a Material Adverse Effect on the Buyereither Resort. The Buyer Sellers shall have performed and complied in all material respects with all material covenants and agreements required hereby to be performed or complied with by it them on or prior to the Closing Date. The Buyer ASC and SKI shall have delivered to ASC, the Buyer a certificate, dated the date of the Closing and signed by an officer officers of the BuyerASC and SKI, to the foregoing effect.

Representations and Warranties; Compliance with Covenants. The representations and warranties of the Buyer Sellers contained in Article III herein shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar terms set forth therein) both as of the date of this Agreement and on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (Date, except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations and warranties need only be true and correct as of such other date or time), and except where the failure to be so true and correct, correct individually or in the aggregate with all other such failures, does not have and would not reasonably be expected to have a Material Adverse Effect on the BuyerCompanies taken as a whole. The Buyer Sellers shall have performed and complied in all material respects with all material covenants and agreements required hereby to be performed or complied with by it them on or prior to the Closing Date. The Buyer Sellers shall have delivered to ASC, Buyer a certificate, dated the date of the Closing and signed by an officer of the BuyerSellers, to the foregoing effect.

Representations and Warranties; Compliance with Covenants. The representations and warranties of the Buyer Sellers contained in Article 3 herein shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar terms set forth therein) both as of the date of this Agreement and on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (Date, except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations and warranties need only be true and correct as of such other date or time), and except where the failure to be so true and correct, correct individually or in the aggregate with all other such failures, does not have and would not reasonably be expected to have a Material Adverse Effect on the BuyerAcquired Companies taken as a whole. The Buyer Sellers shall have performed and complied in all material respects with all material covenants and agreements required hereby to be performed or complied with by it them on or prior to the Closing Date. The Buyer Sellers shall have delivered to ASC, Buyer a certificate, dated the date of the Closing and signed by an officer of the BuyerSellers, to the foregoing effect.

Representations and Warranties; Compliance with Covenants. The representations and warranties of the Buyer Purchasers contained herein shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar terms set forth therein) both as of the date of this Agreement and on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations and warranties need only be true and correct as of such other date or time), except where the failure to be so true and correct, individually or in the aggregate with all other such failures, does not have and would not reasonably be expected to have a Material Adverse Effect on the Parent or the Buyer. The Buyer Purchasers shall have performed and complied in all material respects with all material covenants and agreements required hereby to be performed or complied with by it them on or prior to the Closing Date. The Buyer Parent shall have delivered to ASC, a certificate, dated the date of the Closing and signed by an officer of the BuyerParent, to the foregoing effect.