Condition of Terminal Assets Sample Clauses

Condition of Terminal Assets. Purchaser hereby acknowledges that, except as to the express representations and warranties described in Sections 3.1 and 3.2 hereof, Seller has not and will not make any warranties or representations, either express or implied, as to any matter whatsoever relating to the Terminal Assets, including but not limited to any warranty of title (except as provided in Section 3.1), absence of vices or defects (whether apparent or latent, known or unknown, easily discoverable or hidden), fitness for any ordinary use, or fitness for any intended use or particular purpose, even for the return or reduction of the purchase price or otherwise, the sole peril and risk of eviction being assumed by Purchaser, but with full substitution and subrogation in and to all of the rights and actions of warranty which Seller has or may have against all preceding owners or sellers; it being understood that Purchaser will take the Terminal Assets "as is" and "where is," Purchaser hereby acknowledging reliance solely on its own title examination and inspection of the Terminal Assets and not on any warranties or representations from Seller (except as provided in Sections 3.1 and 3.2). In addition, Purchaser acknowledges that Seller has made no representations or warranties of any kind or character, express or implied, with respect to habitability, merchantability, zoning, tax consequences, physical or environmental condition (except as provided in Section 3.2), utilities, operation history or projections, valuation or governmental approvals of or respecting the Terminal Assets, the compliance of the Terminal Assets with governmental laws, including without limitation the Americans with Disabilities Act of 1990, 42 U.S.C. 12101, et seq., the accuracy or completeness of any materials, data, or information provided by or on behalf of Seller to Purchaser, or any other matter or thing regarding the Terminal Assets. All warranties with respect to the Terminal Assets (except as provided in Sections 3.1 and 3.2) are hereby disclaimed by Seller and expressly waived by the Purchaser. Purchaser has not relied and will not rely on, and Seller is not and will not be liable for or bound by, any express or implied warranties, guaranties, statements, representations or information pertaining to the Terminal Assets or relating thereto made or furnished by Seller, any party acting or purporting to act for Seller, or any real estate broker or agent purporting to represent Seller, to whomever made or give...
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Related to Condition of Terminal Assets

  • Conditions of Termination Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing:

  • LIABILITIES IN EVENT OF TERMINATION Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

  • In the Event of Termination In the event of termination of this Agreement:

  • Certain Effects of Termination In the event that this Agreement is terminated pursuant to Section 7.01:

  • Rights of Termination Without limiting any of the other provisions of this Agreement, the Agent will be entitled, at its option, to terminate and cancel, without any liability on its part or on the part of the Purchasers, its obligations under this Agreement by giving written notice to the Corporation at any time prior to the Closing Time if, after the date hereof and at any time prior to the Closing:

  • Notice of Termination; Effect of Termination Any proper termination of this Agreement under Section 7.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund:

  • Event of Termination As soon as reasonably practicable and in any event within two (2) Business Days after any Responsible Officer of the Borrower obtains knowledge of the occurrence of each Event of Termination or Incipient Event of Termination (if such Incipient Event of Termination is continuing on the date of such notice), the statement of a Responsible Officer of the Borrower setting forth the details of such Event of Termination or Incipient Event of Termination and the action which the Borrower is taking or proposes to take with respect thereto.

  • Termination Effect of Termination 44 9.1 TERMINATION................................................44 9.2

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