Common use of Disclosed Information Clause in Contracts

Disclosed Information. 3.3.1 The Authority does not give any warranty or undertaking as to the relevance, completeness, accuracy or fitness for any purpose of any of the Disclosed Information. The Disclosed Information is for information only, and is not mandatory or binding on Developer. Developer is not entitled to rely on the Disclosed Information as accurately describing existing conditions, presenting design, engineering or maintenance solutions or directions, or defining means or methods for complying with the requirements of the Project Documents, Governmental Approvals or Applicable Law. 3.3.2 Subject to the terms of the Project Documents, neither the Authority nor any of its agents or employees shall have any liability to Developer in respect of any: 3.3.2.1 inaccuracy, omission, unfitness for any purpose or inadequacy of any kind whatsoever in the Disclosed Information; 3.3.2.2 failure to make available to Developer any materials, documents, drawings, plans or other information relating to the Project; or 3.3.2.3 causes of action, claims or Losses whatsoever suffered by any Developer-Related Entity by reason of any use of information contained in, or any action or forbearance in reliance on, the Disclosed Information. 3.3.3 Developer shall, subject to the terms of the Project Documents, be deemed to have: 3.3.3.1 satisfied itself as to the assets to which it will receive rights (including each part of the Project Right of Way and, where applicable, any existing structures, Utilities or work on, over or under such part of the Project Right of Way) and the nature and extent of the risks assumed by it under the Project Documents; 3.3.3.2 satisfied itself as to the nature of the geotechnical, climatic, hydrological, ecological, environmental and general conditions of each part of the Project Right of Way, the nature of the ground and subsoil, the form and nature of each part of the Project Right of Way, the risk of injury or damage to property near to or affecting each part of the Project Right of Way and to occupiers of such property, the nature of the materials (whether natural or otherwise) to be excavated, and the nature of the design, work, materials, plant, machinery or equipment necessary for the purpose of carrying out its obligations under the Project Documents; and 3.3.3.3 satisfied itself as to: (a) the access to and through each part of the Project Right of Way and the adequacy of the Access in respect thereof for the purpose of carrying out its obligations under the Project Documents; (b) the precautions and times and methods of working necessary to prevent or (if it is not possible to prevent) to mitigate or reduce, any nuisance or interference, whether public or private, being caused to any third parties, including the Project Third Parties; and (c) the scope of the Hazardous Materials Baseline Report, the Geotechnical Reports and the Utility Data. 3.3.4 Developer acknowledges and confirms that it has not entered into this Agreement on the basis of, and has not relied upon, any statement or representation (whether negligent, innocent or otherwise) or warranty or other provision (in each case whether oral, written, express or implied) made or agreed to by the Authority or any of its agents or employees, except those expressly repeated or referred to in the Project Documents and the only remedy or remedies available in respect of any misrepresentation or untrue statement made to it shall be any remedy available under this Agreement. 3.3.5 Subject to any rights that Developer has pursuant to the terms of the Project Documents, Developer shall not in any way be relieved from any obligation under the Project Documents nor shall it be entitled to claim against the Authority on grounds that any information, whether obtained from the Authority or otherwise (including information made available by the Authority), is incorrect or insufficient and shall make its own enquiries as to the accuracy and adequacy of that information. 3.3.6 Nothing in this Section 3.3 (Disclosed Information) shall: 3.3.6.1 prejudice Developer’s express rights and remedies under or pursuant to the Project Documents; or 3.3.6.2 exclude any liability which the Authority or any of its agents or employees would otherwise have to Developer in respect of any statements made fraudulently or in bad faith or constituting willful misconduct.

Disclosed Information. 3.3.1 (a) The Authority does Department and the Transit Agencies do not give any warranty or undertaking as to the relevance, completeness, accuracy or fitness for any purpose of any of the Disclosed Information. The Disclosed Information is for information purposes only, and is not mandatory or binding on Developerthe Development Entity. Developer Subject to the terms of the Project Documents, the Development Entity is not entitled to rely on the Disclosed Information as accurately describing existing conditions, presenting design, engineering or maintenance solutions or directions, or defining means or methods for complying with the requirements of the Project Documents, Governmental Approvals or Applicable Law. 3.3.2 (b) Subject to the terms of the Project Documents, neither the Authority Department, the Transit Agencies nor any of its agents their respective agents, officers or employees shall have any liability to Developer the Development Entity in respect of any: 3.3.2.1 (i) inaccuracy, omission, unfitness for any purpose or inadequacy of any kind whatsoever in the Disclosed Information; 3.3.2.2 (ii) failure to make available to Developer the Development Entity any materials, documents, drawings, plans or other information relating to the Project; or 3.3.2.3 (iii) causes of action, claims or Losses whatsoever suffered by any Developer-Development Entity- Related Entity by reason of any use of information contained in, or any action or forbearance in reliance on, the Disclosed Information. 3.3.3 Developer (c) The Development Entity shall, subject to the terms of the Project Documents, be deemed to have: 3.3.3.1 (i) satisfied itself as to the assets to which it will receive rights (including each part of the Project Right of Way Site and, where applicable, any existing structures, Utilities or work on, over or under such part of the Project Right of WaySite) and the nature and extent of the risks assumed by it under the Project Documents; 3.3.3.2 (ii) satisfied itself as to the nature of the geotechnical, climatic, hydrological, ecological, environmental and general conditions of each part of the Project Right of WaySite, the nature of the ground and subsoil, the form and nature of each part of the Project Right of WaySite, the risk of injury or damage to property near to or affecting each part of the Project Right of Way Site and to occupiers of such property, the nature of the materials (whether natural or otherwise) to be excavated, and the nature of the design, work, materials, plant, machinery or equipment necessary for the purpose of carrying out its obligations under the Project Documents; and 3.3.3.3 (iii) satisfied itself as to: (aA) the access to and through each part of the Project Right of Way Site and the adequacy of the Access in respect thereof for the purpose of carrying out its obligations under the Project Documents; (bB) the precautions and times and methods of working necessary to prevent or (if it is not possible to prevent) to mitigate or reduce, any nuisance or interference, whether public or private, being caused to any third parties, including the Project Third Parties; and (cC) the scope of the Hazardous Materials Baseline Report, the Geotechnical Reports and the Utility DataDisclosed Information. 3.3.4 Developer (d) The Development Entity acknowledges and confirms that it has not entered into this Agreement PPA on the basis of, and has not relied upon, any statement or representation (whether negligent, innocent or otherwise) or warranty or other provision (in each case whether oral, written, express or implied) made or agreed to by the Authority Department, the Transit Agencies or any of its their respective agents or employees, except those expressly repeated or referred to in the Project Documents and the only remedy or remedies available in respect of any misrepresentation or untrue statement made to it shall be any remedy available under this AgreementPPA. 3.3.5 (e) Subject to any rights that Developer the Development Entity has pursuant to the terms of the Project Documents, Developer the Development Entity shall not in any way be relieved from any obligation under the Project Documents nor shall it be entitled to claim against the Authority Department or the Transit Agencies on grounds that any information, whether obtained from the Authority Department, the Transit Agencies or otherwise (including information made available by the AuthorityDepartment and the Transit Agencies), is incorrect or insufficient and shall make its own enquiries as to the accuracy and adequacy of that information. 3.3.6 Nothing (f) Notwithstanding the other terms of this Section 3.3 (Disclosed Information), nothing in this Section 3.3 (Disclosed Information) shall: 3.3.6.1 (i) prejudice Developeror qualify the Development Entity’s express rights and remedies under or pursuant to the Project DocumentsDocuments including, without limitation, the Development Entity’s rights pursuant to Article 12 (Supervening Events); or 3.3.6.2 (ii) exclude any liability which the Authority Department, the Transit Agencies or any of its their respective agents or employees would otherwise have to Developer the Development Entity in respect of any statements made fraudulently or in bad faith or constituting willful misconduct.

Disclosed Information. 3.3.1 (a) The Authority Department does not give any warranty or undertaking as to the relevance, completeness, accuracy or fitness for any purpose of any of the Disclosed Information. The Disclosed Information is for information purposes only, and is not mandatory or binding on Developerthe Development Entity. Developer Subject to the terms of the Project Documents, the Development Entity is not entitled to rely on the Disclosed Information as accurately describing existing conditions, presenting design, engineering or maintenance solutions or directions, or defining means or methods for complying with the requirements of the Project Documents, Governmental Approvals or Applicable Law. 3.3.2 (b) Subject to the terms of the Project Documents, neither the Authority Department nor any of its agents respective agents, officers or employees shall have any liability to Developer the Development Entity in respect of any: 3.3.2.1 (i) inaccuracy, omission, unfitness for any purpose or inadequacy of any kind whatsoever in the Disclosed Information; 3.3.2.2 (ii) failure to make available to Developer the Development Entity any materials, documents, drawings, plans or other information relating to the Project; or 3.3.2.3 (iii) causes of action, claims or Losses whatsoever suffered by any DeveloperDevelopment Entity-Related Entity by reason of any use of information contained in, or any action or forbearance in reliance on, the Disclosed Information. 3.3.3 Developer (c) The Development Entity shall, subject to the terms of the Project Documents, be deemed to have: 3.3.3.1 (i) satisfied itself as to the assets to which it will receive rights (including each part of the Project Right of Way Site and, where applicable, any existing structures, Utilities or work on, over or under such part of the Project Right of WaySite) and the nature and extent of the risks assumed by it under the Project Documents; 3.3.3.2 (ii) satisfied itself as to the nature of the geotechnical, climatic, hydrological, ecological, environmental and general conditions of each part of the Project Right of WaySite, the nature of the ground and subsoil, the form and nature of each part of the Project Right of WaySite, the risk of injury or damage to property near to or affecting each part of the Project Right of Way Site and to occupiers of such property, the nature of the materials (whether natural or otherwise) to be excavated, and the nature of the design, work, materials, plant, machinery or equipment necessary for the purpose of carrying out its obligations under the Project Documents; and 3.3.3.3 (iii) satisfied itself as to: (a) A. the access Access to and through each part of the Project Right of Way Site and the adequacy of the Access in respect thereof for the purpose of carrying out its obligations under the Project Documents; (b) B. the precautions and times and methods of working necessary to prevent or (if it is not possible to prevent) to mitigate or reduce, any nuisance or interference, whether public or private, being caused to any third parties, including the Project Third Parties; and (c) C. the scope of the Hazardous Materials Baseline Report, the Geotechnical Reports and the Utility DataDisclosed Information. 3.3.4 Developer (d) The Development Entity acknowledges and confirms that it has not entered into this Agreement PPA on the basis of, and has not relied upon, any statement or representation (whether negligent, innocent or otherwise) or warranty or other provision (in each case whether oral, written, express or implied) made or agreed to by the Authority Department or any of its respective agents or employees, except those expressly repeated or referred to in the Project Documents and the only remedy or remedies available in respect of any misrepresentation or untrue statement made to it shall be any remedy available under this AgreementPPA. 3.3.5 (e) Subject to any rights that Developer the Development Entity has pursuant to the terms of the Project Documents, Developer the Development Entity shall not in any way be relieved from any obligation under the Project Documents nor shall it be entitled to claim against the Authority Department on grounds that any information, whether obtained from the Authority Department or otherwise (including information made available by the AuthorityDepartment), is incorrect or insufficient and shall make its own enquiries inquiries as to the accuracy and adequacy of that information. 3.3.6 Nothing (f) Notwithstanding the other terms of this Section 3.4 (Disclosed Information), nothing in this Section 3.3 3.4 (Collaborative Nature of the Project Each Party agrees to cooperate, at its own expense, with the other Party in the fulfillment of the purposes and intent of this PPA. Neither Party shall be under any obligation to perform any of the other Party’s obligations under the Project Documents. Disclosed Information) shall: 3.3.6.1 (i) prejudice Developeror qualify the Development Entity’s express rights and remedies under or pursuant to the Project Documents; or 3.3.6.2 (ii) exclude any liability which the Authority Department or any of its respective agents or employees would otherwise have to Developer the Development Entity in respect of any statements made fraudulently or in bad faith or constituting willful misconduct.

Disclosed Information. 3.3.1 (a) The Authority Department does not give any warranty or undertaking as to the relevance, completeness, accuracy or fitness for any purpose of any of the Disclosed Information. The Disclosed Information is for information purposes only, and is not mandatory or binding on Developerthe Development Entity. Developer Subject to the terms of the Project Documents, the Development Entity is not entitled to rely on the Disclosed Information as accurately describing existing conditions, presenting design, engineering or maintenance solutions or directions, or defining means or methods for complying with the requirements of the Project Documents, Governmental Approvals or Applicable Law. 3.3.2 (b) Subject to the terms of the Project Documents, neither the Authority Department nor any of its agents agents, officers or employees shall have any liability to Developer the Development Entity in respect of any: 3.3.2.1 (i) inaccuracy, omission, unfitness for any purpose or inadequacy of any kind whatsoever in the Disclosed Information; 3.3.2.2 (ii) failure to make available to Developer the Development Entity any materials, documents, drawings, plans or other information relating to the Project; or 3.3.2.3 (iii) causes of action, claims or Losses whatsoever suffered by any Developer-Development Entity- Related Entity by reason of any use of information contained in, or any action or forbearance in reliance on, the Disclosed Information. 3.3.3 Developer (c) The Development Entity shall, subject to the terms of the Project Documents, be deemed to have: 3.3.3.1 (i) satisfied itself as to the assets to which it will receive rights (including each part of the Project Right of Way Site and, where applicable, any existing structures, Utilities or work on, over or under such part of the Project Right of WaySite) and the nature and extent of the risks assumed by it under the Project Documents; 3.3.3.2 (ii) satisfied itself as to the nature of the geotechnical, climatic, hydrological, ecological, environmental and general conditions of each part of the Project Right of WaySite, the nature of the ground and subsoil, the form and nature of each part of the Project Right of WaySite, the risk of injury or damage to property near to or affecting each part of the Project Right of Way Site and to occupiers of such property, the nature of the materials (whether natural or otherwise) to be excavated, and the nature of the design, work, materials, plant, machinery or equipment necessary for the purpose of carrying out its obligations under the Project Documents; and 3.3.3.3 (iii) satisfied itself as to: (aA) the access to and through each part of the Project Right of Way Site and the adequacy of the Access in respect thereof for the purpose of carrying out its obligations under the Project Documents; (bB) the precautions and times and methods of working necessary to prevent or (if it is not possible to prevent) to mitigate or reduce, any nuisance or interference, whether public or private, being caused to any third parties, including the Project Third Parties; and (cC) the scope of the Hazardous Materials Baseline Report, the Geotechnical Reports and the Utility DataDisclosed Information. 3.3.4 Developer (d) The Development Entity acknowledges and confirms that it has not entered into this Agreement PPA on the basis of, and has not relied upon, any statement or representation (whether negligent, innocent or otherwise) or warranty or other provision (in each case whether oral, written, express or implied) made or agreed to by the Authority Department or any of its agents or employees, except those expressly repeated or referred to in the Project Documents and the only remedy or remedies available in respect of any misrepresentation or untrue statement made to it shall be any remedy available under this AgreementPPA. 3.3.5 (e) Subject to any rights that Developer the Development Entity has pursuant to the terms of the Project Documents, Developer the Development Entity shall not in any way be relieved from any obligation under the Project Documents nor shall it be entitled to claim against the Authority Department on grounds that any information, whether obtained from the Authority Department or otherwise (including information made available by the AuthorityDepartment), is incorrect or insufficient and shall make its own enquiries as to the accuracy and adequacy of that information. 3.3.6 Nothing (f) Notwithstanding the other terms of this Section 3.3 (Disclosed Information), nothing in this Section 3.3 (Disclosed Information) shall: 3.3.6.1 (i) prejudice Developeror qualify the Development Entity’s express rights and remedies under or pursuant to the Project DocumentsDocuments including, without limitation, the Development Entity’s rights pursuant to Article 12 (Supervening Events); or 3.3.6.2 (ii) exclude any liability which the Authority Department or any of its agents or employees would otherwise have to Developer the Development Entity in respect of any statements made fraudulently or in bad faith or constituting willful misconduct.