Common use of Additional Terms of Purchase Clause in Contracts

Additional Terms of Purchase. (a) Payment of any invoice by Purchaser does not constitute acceptance of Products covered by any invoice and is without prejudice to any or all claims Purchaser may have against Supplier in connection therewith. (b) Except as otherwise provided herein, time is of the essence in performance by Supplier and Purchaser under this Agreement. (c) The Products to be provided hereunder are each warranted by Supplier to equal or surpass all federal, state and local occupational safety and health standards applicable thereto. (d) No reasonable delay in inspecting or in rejecting Products shall be deemed an acceptance of them by Purchaser or a waiver of Purchaser's right to reject the Products for any cause hereunder. Purchaser shall have the right to accept any portion of Products delivered by Supplier to Purchaser notwithstanding that it may reject the balance thereof. Acceptance by Purchaser of all or any part of the Products shall not constitute a waiver of any claim which Purchaser may have regarding the Products. (e) EXCEPT AS EXPRESSLY SET FORTH HEREIN, SUPPLIER DOES NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER PARTY UNDER ANY CIRCUMSTANCES FOR ANY CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING LOST PROFITS OR DAMAGES ARISING ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES, PROPERTY IMPROVEMENTS OR COMMITMENTS MADE OR ENTERED INTO IN RELIANCE UPON THE CONTINUITY OF THE RELATIONSHIP CREATED BY THIS AGREEMENT.

Additional Terms of Purchase. If Tenant elects to purchase the Premises pursuant to any purchase option or right of first offer granted by Landlord to Tenant under the Lease and this Addendum, then the following additional terms and conditions will apply to such purchase: (a) Payment Landlord shall convey to Tenant at close of escrow by Grant Deed fee simple title to the Premises, free and clear of any invoice taxes, assessments, liens, encumbrances or other exceptions to title, other than such matters as may exist as of the Commencement Date of the Lease or as agreed to by Purchaser does not constitute acceptance Tenant (the "Permitted Exceptions"). Tenant's obligation to purchase the Premises shall be conditioned upon Tenant's obtaining at close of Products covered by any invoice escrow an ALTA extended coverage owner's policy of title insurance excluding all pre-printed exceptions (the "Title Policy") naming Tenant as the insured in the amount of the Purchase Price and showing fee title to the Premises as vested in Tenant subject only to the Permitted Exceptions. If Tenant is without prejudice unable to obtain such a Tide Policy, Tenant may elect, in Tenant's sole discretion, to pursue any or all claims Purchaser may have against Supplier of the following courses: (i) accept the title insurance policy that can be obtained and close the purchase of the Premises, (ii) accept a title insurance policy with one or more exceptions to title which are not Permitted Exceptions, (iii) delay the closing date to allow Landlord to remove any exception which is not a Permitted Exception, in connection therewithwhich event Landlord shall use all reasonable efforts to remove such exceptions prior to the extended closing date, or (iv) rescind Tenant's exercise of the purchase option or the right of first offer. (b) Except as otherwise provided herein, time is The sale and purchase of the essence Premises shall be consummated through an escrow established with a reputable title company selected by Tenant (the "Escrow Holder"). Close of escrow shall occur on the date specified by Tenant in performance by Supplier its notice of exercise of the purchase option or right of first refusal, which date shall not be earlier than thirty (30) nor more than ninety (90) days after Tenant's notice of exercise. Prior to the scheduled closing date. Landlord and Purchaser under this AgreementTenant shall execute and deliver to Escrow Holder all escrow instructions, deeds, assignments, and other documents as may be necessary to close the purchase and sale. (c) The Products There shall be no proration of any amounts paid by Tenant for insurance, maintenance or utilities. Tenant shall pay all Monthly Base Rent and additional rent and all other obligations that accrue under the Lease prior to the close of escrow; provided, however, that all Monthly Base Rent and additional rent shall be prorated between Landlord and Tenant as of the close of escrow with Tenant being refunded any prepayments of such sums and Landlord receiving any underpaid amounts through the day immediately preceding close of escrow. Any taxes, assessments, liens, encumbrances or other exceptions to title which are not Permitted Exceptions shall be paid and satisfied by Landlord at close of escrow. All costs of title, escrow, transfer taxes, and other closing costs (except as otherwise specifically provided hereunder are each warranted herein) shall be paid by Supplier to equal or surpass all federal, state Landlord and Tenant in accordance with local occupational safety and health standards applicable theretocustom in Alameda County as determined by the Escrow Holder. (d) No reasonable delay in inspecting or in rejecting Products shall be deemed an acceptance Risk of them by Purchaser or a waiver of Purchaser's right to reject the Products for any cause hereunder. Purchaser shall have the right to accept any portion of Products delivered by Supplier to Purchaser notwithstanding that it may reject the balance thereof. Acceptance by Purchaser of all or any part loss of the Products Premises shall not constitute a waiver remain with Landlord, subject to the terms of any claim which Purchaser may have regarding the ProductsLease, until close of escrow, notwithstanding possession of the Premises by Tenant under the terms of the Lease. (e) EXCEPT AS EXPRESSLY SET FORTH HEREIN, SUPPLIER DOES NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER PARTY UNDER ANY CIRCUMSTANCES FOR ANY CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING LOST PROFITS OR DAMAGES ARISING ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES, PROPERTY IMPROVEMENTS OR COMMITMENTS MADE OR ENTERED INTO IN RELIANCE UPON THE CONTINUITY OF THE RELATIONSHIP CREATED BY THIS AGREEMENT.

Additional Terms of Purchase. (a) Payment of any invoice by Purchaser does not constitute acceptance of Products covered by any invoice and is without prejudice to any or all claims Purchaser may have against Supplier in connection therewith. (b) Except as otherwise provided herein, time is of the essence in performance by Supplier and Purchaser under this Agreement. (c) The Products to be provided hereunder are each warranted by Supplier to equal or surpass all federal, state and local occupational safety and health standards applicable thereto. (dc) No reasonable delay in inspecting or in rejecting Products shall be deemed an acceptance of them by Purchaser or a waiver of Purchaser's right to reject the Products for any cause hereunder. Purchaser shall have the right to accept any portion of Products delivered by Supplier to Purchaser notwithstanding that it may reject the balance thereof. Acceptance by Purchaser of all or any part of the Products shall not constitute a waiver of any claim which Purchaser may have regarding the Products. (ed) EXCEPT AS EXPRESSLY SET FORTH HEREIN, SUPPLIER DOES NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDINGCONTRARY, NEITHER PARTY HERETO SUPPLIER SHALL NOT BE LIABLE TO THE OTHER PARTY UNDER ANY CIRCUMSTANCES PURCHASER FOR ANY CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVERINJURIES, INCLUDING LOST PROFITS LOSSES OR DAMAGES RESULTING FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF PURCHASER, NOR SHALL SUPPLIER BE LIABLE TO PURCHASER, IN ANY EVENT, FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, WHETHER ARISING ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES, PROPERTY IMPROVEMENTS OR COMMITMENTS MADE OR ENTERED INTO IN RELIANCE UPON FROM THE CONTINUITY SALE OF THE RELATIONSHIP CREATED BY THIS AGREEMENTPRODUCTS, ANY DEFECT IN THE PRODUCTS, ANY USE OF OR INABILITY TO USE THE PRODUCTS, OR OTHERWISE. (e) Purchaser is solely responsible for proper selection and application of Products. Purchaser shall indemnify, defend and hold harmless Supplier, its managers, officers, members and affiliates from and against any and all losses, damages, liabilities, obligations, claims, demands, suits and proceedings arising out of or allegedly caused by or resulting from the use or application of the Products by Purchaser.