AGREEMENT
This AGREEMENT ("Agreement") is made this 24th day of June, 1997, by
and between ROYAL ALOHA VACATION CLUB, a Hawaii nonprofit corporation, whose
principal place of business and post office address is 0000 Xxxxxxxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx 00000 ("RAVC"), and ROYAL ALOHA
DEVELOPMENT COMPANY, a Nevada corporation, whose principal place of business and
post office address is 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000
("RADC").
Recitals:
A. RAVC owned the property containing twenty condominium apartments
located at 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxxx, Xxxxxx (the
"Apartments").
B. RAVC conveyed its interest in the land and Apartments to RADC on June
24, 1997, in consideration of receiving one hundred percent (100%) of
the stock of RADC.
C. RADC is willing to permit RAVC to continue to use the Apartments under
RAVC's existing timeshare program subject to the terms and conditions
set forth below.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. RAVC and its members shall have the right to use the Apartments as part
of RAVC's timeshare program.
2. RAVC will not re required to pay rent to RADC for the use of the
Apartments.
3. RAVC will pay costs and expenses related to the Apartments and RAVC's
use of the Apartments.
4. Either party may terminate this Agreement without statement of cause
at any time by giving written notice of such termination to the other party at
least thirty (30) days before the date of such termination.
5. Both parties agree to comply with all federal, state and county
laws, ordinances, codes, rules, and regulations, as the same may be amended from
time to time, that in any way affect their performance under this Agreement.
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6. RAVC and RADC will at all times during the term of this Agreement
observe and perform all laws, ordinances, rules and regulations now or hereafter
made by any governmental authority applicable to the Apartments and will hold
harmless, defend and indemnify each other against all actions, suits, damages
and claims by whomsoever brought or made by reason of the nonobservance or
nonperformance of said laws, ordinances, rules and regulations or of this
covenant. RAVC will provide full coverage insurance and name RADC as an
additional insured.
7. The validity of this Agreement and any of its terms or provisions, as
well as the rights and duties of the parties of this Agreement, shall be
governed by the laws of the State of Hawaii. Any action at law or in equity to
enforce or interpret the provisions of this Agreement shall be brought in a
state court of competent jurisdiction in the State of Hawaii.
8. In the event that any provision of this Agreement is declared invalid
or unenforceable by a court, such invalidity or unenforceability shall not
affect the validity or enforceability of the remaining terms of this Agreement.
9. The failure of either party to insist upon the strict compliance with
any term, provision or condition of this Agreement shall not constitute or be
deemed to constitute a waiver or relinquishment of that party's right to enforce
the same in accordance with this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
ROYAL ALOHA VACATION CLUB
By: /s/ Xxxx X. Xxxxxxxx
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Its President
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ROYAL ALOHA DEVELOPMENT COMPANY
By: /s/ Xxxx X. Xxxxxxxx
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Its President
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