Condition of DCFA Parcel Sample Clauses

Condition of DCFA Parcel. The DCFA Parcel shall be leased to DCFA in its “as- is”, “where is” condition, with all faults. It shall be the sole responsibility of DCFA, at DCFA’s expense, to investigate and determine the soil conditions of the DCFA Parcel and their suitability for the improvements to be constructed by DCFA. If the condition of the DCFA Parcel is not, in the opinion of DCFA, suitable for such improvements, then it is the sole responsibility of DCFA to take all actions and do all things required to render such DCFA Parcel suitable, or to terminate the Agreement prior to the Acceptance Date. Prior to the Acceptance Date, DCFA may, at DCFA’s sole risk and expense, undertake a complete physical inspection of the DCFA Parcel as DCFA deems appropriate, including but not limited to soil tests and environmental audits; provided, however, that any such inspection does not cause any permanent damage to the DCFA Parcel. In addition, DCFA shall have the right to review, and City shall make available to DCFA all reports, studies, projections, or other materials relating to the ownership, use, operation, management, maintenance or physical and environmental condition of the DCFA Parcel to the extent in City’s possession or control. DCFA’s right to inspect the DCFA Parcel shall include the right to conduct such investigations, tests, surveys, interviews and other analyses as DCFA determines is necessary, including, without limitation, entry into or upon every portion of the DCFA Parcel. All such inspections, investigations and examinations shall be undertaken at DCFA’s sole cost and expense. DCFA will coordinate all on-site inspections with the City so that the City shall have the option of having one of City’s representatives present at any and all such on-site inspections. After completing any such inspections, DCFA shall restore and repair any damage caused by DCFA’s inspections to substantially the same condition that existed immediately prior to such inspection, and DCFA hereby agrees to indemnify and hold City harmless from any and all claims made or causes of action brought against City or the DCFA Parcel resulting from the activities of DCFA or any of DCFA’s agents or servants in conducting any of such inspections on the DCFA Parcel. Notwithstanding the foregoing, DCFA’s indemnity shall not cover any loss, claim or damage to the DCFA Parcel or to any person directly related (i) to any conditions or environmental issues which existed prior to DCFA’s inspection or to the exist...
Sample 1
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Related to Condition of DCFA Parcel

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Definitions For purposes of this Agreement:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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