Common use of Condition of the Project Clause in Contracts

Condition of the Project. The Developer and the Lessee each acknowledge and agree that: (a) no inspections or any approvals of the Project during or after construction shall constitute a warranty or representation by the Lessor or any of the Consultants as to the technical sufficiency, adequacy or safety of any structure or any of its component parts, including, without limitation, any fixtures, equipment or furnishings, or as to the subsoil conditions or any other physical condition or feature pertaining to the Leased Property and (b) all acts, including any failure to act, relating to the Leased Property by any agent, representative or designee of the Lessor (including, without limitation, the Consultants) are performed solely for the benefit of the Lessor to assure the payment and performance of the Development Obligations and are not for the benefit of the Lessee or the benefit of any other Person. WITHOUT LIMITING THE FOREGOING, THE LESSOR MAKES NO WARRANTY OR REPRESENTATION TO THE LESSEE OR THE DEVELOPER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY OR THE PROJECT, EITHER AS TO ITS FITNESS FOR ANY PARTICULAR PURPOSE OR USE, ITS DESIGN OR CONDITION OR OTHERWISE, OR AS TO DEFECTS IN THE QUALITY OF THE MATERIAL OR WORKMANSHIP NOW OR HEREAFTER, LATENT OR PATENT; IT BEING AGREED BY AND BETWEEN THE LESSOR AND THE LESSEE, THAT ALL RISKS RELATING TO THE DESIGN, CONDITION AND/OR USE OF THE LEASED PROPERTY AND THE PROJECT ARE, AS BETWEEN THE LESSOR AND THE LESSEE, TO BE BORNE BY LESSEE. IN ADDITION, AS BETWEEN THE LESSOR AND THE LESSEE, THE LESSEE HEREBY ASSUMES ALL RISK OF THE PHYSICAL CONDITION OF THE LEASED PROPERTY AND THE PROJECT, THE SUITABILITY OF THE LEASED PROPERTY AND THE PROJECT FOR LESSEE'S PURPOSES, AND THE COMPLIANCE OR NON-COMPLIANCE OF THE LEASED PROPERTY AND THE PROJECT WITH ALL APPLICABLE REQUIREMENTS OF LAW, INCLUDING BUT NOT LIMITED TO ENVIRONMENTAL LAWS AND ZONING OR LAND USE LAWS. Nothing set forth in this Section 7.7 shall, however, limit in any manner whatsoever (i) any of the Developer's obligations hereunder or any of the other Development Documents, including, without limitation, the Developer's obligations to construct the Project in accordance with the terms hereof and (ii) any claims that the Lessor and/or the Lessee may now or hereafter have against the Developer hereunder or at law or in equity as a result of any acts or omissions by the Developer.

Condition of the Project. The Developer and the Lessee each acknowledge and agree that: (a) no inspections or any approvals 8.1 Condition of the Project during or after construction shall constitute a warranty or representation by the Lessor or any Project; Disclaimer of the Consultants as to the technical sufficiencyWarranties. WITHOUT LIMITING ANY CLAIM LESSEE MAY HAVE AGAINST ANY CONTRACTOR, adequacy or safety of any structure or any of its component partsSUBCONTRACTOR, includingSUPPLIER OR MANUFACTURER, without limitationLESSEE EXPRESSLY ACKNOWLEDGES THAT IT HAS SELECTED THE PROJECT IMPROVEMENTS WITHOUT ANY ASSISTANCE FROM THE ISSUER, any fixturesTHE LESSOR OR ANY OWNER PARTICIPANT OR THEIR RESPECTIVE AGENTS OR EMPLOYEES, equipment or furnishingsAND LESSEE AGREES THAT (I) EACH ITEM OF THE PROJECT IMPROVEMENTS IS OF A SIZE, or as to the subsoil conditions or any other physical condition or feature pertaining to the Leased Property and DESIGN, AND CAPACITY SELECTED BY AND ACCEPTABLE TO LESSEE, (bII) all actsLESSEE IS SATISFIED THAT EACH ITEM OF THE PROJECT IMPROVEMENTS AND THE PROJECT IS SUITABLE FOR ITS PURPOSES, including any failure to act(III) THE PROJECT IS SUBLEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED, relating to the Leased Property by any agent(IV) IT IS SUBLEASING THE PROJECT FROM LESSOR IN AN "AS IS", representative or designee of the Lessor "WHERE IS" AND "WITH ALL FAULTS" CONDITION AND (includingV) NEITHER LESSOR NOR ANY OWNER PARTICIPANT (OTHER THAN TEXACO) NOR THE ISSUER IS A MANUFACTURER OR DEALER IN PROPERTY OF SUCH KIND. NEITHER LESSOR, without limitationTHE TRUST COMPANY, the ConsultantsTHE ISSUER NOR ANY OWNER PARTICIPANT SHALL BE DEEMED TO HAVE MADE, AND LESSEE HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE PROJECT, ANY PART THEREOF, OR ANY RECORDS OR ANY OTHER MATTER WHATSOEVER WITH RESPECT THERETO, EXCEPT AS SPECIFICALLY PROVIDED IN THE PARTICIPATION AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DESIGN, CONDITION OR CAPACITY OF THE PROJECT IMPROVEMENTS, THEIR MERCHANTABILITY OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIALS OR WORKMANSHIP OF THE PROJECT IMPROVEMENTS, THEIR VALUE, TITLE OR SAFETY, THE ABSENCE OF ANY PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OR LATENT DEFECT (WHETHER OR NOT DISCOVERABLE BY LESSEE), COMPLIANCE OF THE PROJECT WITH THE REQUIREMENTS OF ANY APPLICABLE LAWS (INCLUDING ENVIRONMENTAL LAWS) are performed solely for the benefit of the Lessor to assure the payment and performance of the Development Obligations and are not for the benefit of the Lessee or the benefit of any other PersonPERTAINING THERETO, OR THE CONFORMITY OF THE PROJECT TO THE PROVISIONS AND SPECIFICATIONS OF ANY CONSTRUCTION OR PURCHASE DOCUMENT RELATING THERETO OR ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, NOR SHALL LESSOR, THE ISSUER, NOR ANY OWNER PARTICIPANT BE LIABLE TO LESSEE, REGARDLESS OF ANY ACTUAL OR ALLEGED NEGLIGENCE OF LESSOR OR OWNER PARTICIPANT, FOR ANY DEFECTS, EITHER PATENT OR LATENT (WHETHER OR NOT DISCOVERABLE BY LESSEE), IN THE PROJECT OR ANY PART THEREOF OR ANY DIRECT OR INDIRECT DAMAGE TO PERSONS OR PROPERTY RESULTING THEREFROM OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR STRICT OR ABSOLUTE LIABILITY IN TORT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE LESSOR MAKES NO WARRANTY OR REPRESENTATION LESSEE HEREBY WAIVES, TO THE EXTENT PERMITTED BY LEGAL REQUIREMENTS, ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT OR INFRINGEMENT) IT MIGHT HAVE AGAINST LESSOR, THE ISSUER OR ANY OWNER PARTICIPANT FOR ANY LOSS, DAMAGE (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE) OR EXPENSE CAUSED BY THE PROJECT OR BY LESSEE'S LOSS OF USE THEREOF FOR ANY REASON WHATSOEVER EXCEPT FOR ANY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSOR, ISSUER OR ANY OWNER PARTICIPANT OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, ATTORNEYS, AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, AND ALL PERSONS ACTING ON THEIR BEHALF. LESSEE AND ANYONE CLAIMING BY, THROUGH OR UNDER LESSEE HEREBY FULLY AND IRREVOCABLY RELEASES LESSOR, THE DEVELOPER, EXPRESS OR IMPLIED, WITH RESPECT ISSUER AND EACH OTHER PERSON PARTY TO THE LEASED PROPERTY OPERATIVE AGREEMENTS, AND EACH OF THEIR EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, ATTORNEYS, AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, AND ALL PERSONS ACTING ON THEIR BEHALF, FROM ANY AND ALL CLAIMS THAT IT MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST THE PROJECTISSUER, EITHER AS TO ITS FITNESS LESSOR OR ANY OTHER SUCH PERSON, FOR ANY PARTICULAR PURPOSE COSTS, LOSS, LIABILITY, DAMAGE, EXPENSES, DEMAND, ACTION OR USE, ITS DESIGN CAUSE OF ACTION ARISING FROM OR CONDITION RELATED TO THE RELEASE OR OTHERWISE, DISCHARGE FROM THE PROJECT AT ANY TIME OF ANY HAZARDOUS MATERIALS OTHER THAN A RELEASE OR AS TO DEFECTS DISCHARGE OCCURRING AFTER LESSEE IS NO LONGER IN THE QUALITY POSSESSION OF THE MATERIAL PROJECT AND RESULTING SOLELY FROM ACTS OR WORKMANSHIP NOW OMISSIONS OF LESSOR, THE ISSUER OR HEREAFTERANY OTHER SUCH PERSON. THIS RELEASE INCLUDES CLAIMS OF WHICH LESSEE IS PRESENTLY UNAWARE OR WHICH LESSEE DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, LATENT OR PATENT; IT BEING AGREED IF KNOWN BY AND BETWEEN THE LESSEE, WOULD MATERIALLY AFFECT LESSEE'S RELEASE OF LESSOR AND THE LESSEE, THAT ALL RISKS RELATING TO THE DESIGN, CONDITION AND/OR USE OF THE LEASED PROPERTY AND THE PROJECT ARE, AS BETWEEN THE LESSOR AND THE LESSEE, TO BE BORNE BY LESSEE. IN ADDITION, AS BETWEEN THE LESSOR AND THE LESSEE, THE LESSEE HEREBY ASSUMES ALL RISK OF THE PHYSICAL CONDITION OF THE LEASED PROPERTY AND THE PROJECT, THE SUITABILITY OF THE LEASED PROPERTY AND THE PROJECT FOR LESSEE'S PURPOSES, AND THE COMPLIANCE OR NON-COMPLIANCE OF THE LEASED PROPERTY AND THE PROJECT WITH ALL APPLICABLE REQUIREMENTS OF LAW, INCLUDING BUT NOT LIMITED TO ENVIRONMENTAL LAWS AND ZONING OR LAND USE LAWSOTHER PERSONS RELEASED HEREBY. Nothing set forth contained in this Section 7.7 shall, however, limit in any manner whatsoever (i) any of the Developer's obligations hereunder or any of the other Development Documents, including, without limitation, the Developer's obligations to construct the Project in accordance with the terms hereof and (ii) any claims that the Lessor and/or the Lessee may now or hereafter have against the Developer hereunder or at law or in equity 8.1 shall be construed as a result waiver of any acts warranty or omissions by the Developerother claim against any manufacturer, supplier, dealer, vendor, contractor, subcontractor or installer.

Condition of the Project. The Developer and the Lessee each acknowledge and agree that: (a) no inspections The Company shall at all times preserve and protect the Project in good repair, working order and safe condition, and from time to time will make, or any approvals will cause to be made, all needed and proper repairs, renewals, replacements, betterments and improvements thereto including those required after a casualty loss, to the extent required by this Agreement. The Company shall pay or cause to be paid all operating costs, utility charges and other costs and expenses arising out of the Project during ownership, possession, use or after construction shall constitute a warranty or representation by the Lessor or any operation of the Consultants as to the technical sufficiency, adequacy or safety of any structure or any of its component parts, including, without limitation, any fixtures, equipment or furnishings, or as to the subsoil conditions or any other physical condition or feature pertaining to the Leased Property and Project. (b) all acts, including any failure to act, relating to The Authority shall have no obligation and makes no warranties respecting the Leased Property by any agent, representative condition or designee operation of the Lessor (including, without limitation, the Consultants) are performed solely for the benefit of the Lessor to assure the payment and performance of the Development Obligations and are not for the benefit of the Lessee or the benefit of any other PersonProject. WITHOUT LIMITING THE FOREGOING, THE LESSOR AUTHORITY HAS MADE AND MAKES NO REPRESENTATION OR WARRANTY OR REPRESENTATION TO THE LESSEE OR THE DEVELOPERWHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY MERCHANTABILITY, CONDITION, FITNESS, DESIGN, OPERATION OR WORKMANSHIP OF ANY PART OF THE PROJECT, EITHER AS TO ITS THEIR FITNESS FOR ANY PARTICULAR PURPOSE PURPOSE, THE QUALITY OR USE, ITS DESIGN OR CONDITION OR OTHERWISECAPACITY OF THE MATERIALS USED THEREIN, OR AS TO DEFECTS IN THE QUALITY SUITABILITY THEREOF FOR THE PURPOSES OR NEEDS OF THE MATERIAL OR WORKMANSHIP NOW OR HEREAFTER, LATENT OR PATENT; IT BEING AGREED BY COMPANY. THE COMPANY IS SATISFIED THAT THE PROJECT IS SUITABLE AND BETWEEN FIT FOR ITS PURPOSES. THE LESSOR AND THE LESSEE, THAT ALL RISKS RELATING AUTHORITY SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER TO THE DESIGNCOMPANY OR ANY OTHER PERSON FOR ANY LOSS, CONDITION AND/DAMAGE OR USE EXPENSE OF THE LEASED PROPERTY AND ANY KIND OR NATURE CAUSED, DIRECTLY OR INDIRECTLY, BY THE PROJECT AREOR THE USE OR MAINTENANCE THEREOF OR THE FAILURE OF OPERATION THEREOF, AS BETWEEN OR THE LESSOR AND THE LESSEEREPAIR, SERVICE OR ADJUSTMENT THEREOF, OR BY ANY DELAY OR FAILURE TO BE BORNE PROVIDE ANY SUCH MAINTENANCE, REPAIR, SERVICE OR ADJUSTMENT, OR BY LESSEE. IN ADDITION, AS BETWEEN THE LESSOR AND THE LESSEE, THE LESSEE HEREBY ASSUMES ALL RISK ANY INTERRUPTION OF THE PHYSICAL CONDITION SERVICE OR LOSS OF THE LEASED PROPERTY AND THE PROJECT, THE SUITABILITY USE THEREOF OF THE LEASED PROPERTY AND THE PROJECT FOR LESSEE'S PURPOSES, AND THE COMPLIANCE OR NON-COMPLIANCE ANY LOSS OF THE LEASED PROPERTY AND THE PROJECT WITH ALL APPLICABLE REQUIREMENTS OF LAW, INCLUDING BUT NOT LIMITED TO ENVIRONMENTAL LAWS AND ZONING OR LAND USE LAWS. Nothing set forth in BUSINESS HOWEVER CAUSED. (c) The Company will not use as a basis for contesting any assessment or levy of any tax the financing under this Section 7.7 shall, however, limit in any manner whatsoever (i) any Agreement or the issuance of the Developer's obligations hereunder Bonds by the Authority and, if any administrative body or court of competent jurisdiction shall hold for any reason that the Project is exempt from taxation by reason of the financing under this Agreement or the issuance of the Bonds by the Authority or other Development Documents, including, without limitationAuthority action in respect thereto, the Developer's obligations Company covenants to construct make payments in lieu of all such taxes in an amount equal to such taxes and, if applicable, interest and penalties. Notwithstanding the Project foregoing, the Company reserves any other defenses available to it in accordance connection with the terms hereof and (ii) any claims that the Lessor and/or the Lessee may now or hereafter have against the Developer hereunder or at law or in equity as a result of any acts or omissions by the Developersuch tax matters.