Effect of Closing Over Known Unsatisfied Conditions or Breached Representations, Warranties or Covenants. If Seller, TOPIII or Purchaser elects to proceed with the Closing with Knowledge that any closing condition in its favor has not been satisfied or with Knowledge of a breach of any representation, warranty or covenant by the other Party, the closing condition that is unsatisfied or the representation, warranty or covenant which is breached as of the Closing Date will be deemed waived by such Party, and absent a written waiver, the terms of which shall govern, such Party will be deemed to fully release and forever discharge the other Party on account of any and all claims, demands or charges, known or unknown, with respect to the same.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Public Service Co of New Mexico), Purchase and Sale Agreement (Public Service Co of New Mexico), Purchase and Sale Agreement (Public Service Co of New Mexico)
Effect of Closing Over Known Unsatisfied Conditions or Breached Representations, Warranties or Covenants. If Seller, TOPIII TNMP or Purchaser elects elect to proceed with the Closing with Knowledge that any closing condition in its favor has not been satisfied or with Knowledge of a breach of any representation, warranty or covenant by the other Party, the closing condition that is unsatisfied or the representation, warranty or covenant which is breached as of the Closing Date will be deemed waived by such Party, and absent a written waiver, the terms of which shall govern, such Party will be deemed to fully release and forever discharge the other Party on account of any and all claims, demands or charges, known or unknown, with respect to the same.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Texas New Mexico Power Co)