Effect of COVID-19 or other Emergency Sample Clauses

Effect of COVID-19 or other Emergency. Purchaser understands and agrees that any deadline contained in this Agreement for Purchaser to object under or to terminate this Agreement are strict and absolute (including, without limitation, Purchaser’s right to terminate prior to the Termination Deadline pursuant to the second paragraph of this Agreement) and such deadline will not be extended or deemed extended due to any Purchaser inability to perform its review due to a Service Provider Delay or a Quarantine (each as defined in this Section below) or otherwise—Purchaser must timely object under this Agreement or must timely terminate this Agreement on or before the actual deadline date set forth in this Agreement and, if Purchaser elects not to so object or terminate, Purchaser’s corresponding right to object or terminate will be deemed wholly waived by Purchaser and thereafter void. PURCHASER UNDERSTANDS AND AGREES THAT THE STRICT NATURE OF THE DEADLINES HEREUNDER IS A VALID AND PROPER ALLOCATION OF RISK, ACKNOWLEDGING THAT PURCHASER’S UNILATERAL RIGHT TO OBJECT OR TERMINATE ON OR BEFORE THE APPLICABLE DEADLINE, EVEN IF PURCHASER IS UNABLE TO COMPLETE ITS REVIEW, IS SUFFICIENT PROTECTION OF PURCHASER’S RIGHTS. In the event, due to COVID‐19 or other health or safety emergency, that (a) a Service Provider Delay or a Quarantine occurs, and (b) such Service Provider Delay or Quarantine renders performance by either Purchaser or Seller of its Closing obligations under this Agreement legally “impossible” under Colorado law, the date of Closing shall be extended during the period of such impossibility of performance and Closing shall occur three (3) days after the date that the Service Provider Delay or Quarantine, as applicable, has ended. It is understood and agreed that the foregoing extension of Closing is not intended to permit an extension in the event that the emergency situation makes performance of a party’s Closing obligations merely more expensive or difficult or in the event that a party merely desires to take precautionary measures. For example, current Colorado law permits electronic signatures, electronic notary acknowledgments and electronic public record filings so as to accomplish a fully electronic, remote Closing and most lenders are offering fully remote loan closings and/or curbside closing services and, as such, the unavailability of face-to-face business dealings shall not effect an extension of Closing.
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Effect of COVID-19 or other Emergency. In the event, due to COVID‐19 or other health or safety emergency, that (a) a Service Provider Delay or a Quarantine occurs, and (b) such Service Provider Delay or Quarantine renders performance by either Purchaser or Seller of its Closing obligations under this Agreement legally “impossible” under Colorado law, the date of Closing shall be extended during the period of such impossibility of performance and Closing shall occur three (3) days after the date that the Service Provider Delay or Quarantine, as applicable, has ended. It is understood and agreed that the foregoing extension of Closing is not intended to permit an extension in the event that the emergency situation makes performance of a party’s Closing obligations merely more expensive or difficult or in the event that a party merely desires to take precautionary measures. For example, current Colorado law permits electronic signatures, electronic notary acknowledgments and electronic public record filings so as to accomplish a fully electronic, remote Closing and most lenders are offering fully remote loan closings and/or curbside closing services and, as such, the unavailability of face-to-face business dealings shall not effect an extension of Closing.

Related to Effect of COVID-19 or other Emergency

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 5 Does Vendor agree? Yes, Vendor agrees Payment Terms and Funding Out Clause This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. 2

  • EFFECT OF PROPERTY VALUE APPEAL OR OTHER ADJUSTMENT If the Applicant has appealed any matter relating to the valuations placed by the Appraisal District on the Applicant’s Qualified Property, and such appeal remains unresolved at the time the Third Party selected under Section 4.3 makes its calculations under this Agreement, the Third Party shall base its calculations upon the values placed upon the Applicant’s Qualified Property by the Appraisal District. The calculations shall be readjusted, if necessary, based on the outcome of the appeal as set forth below. In the event that the Taxable Value of the Qualified Property is changed after an appeal of its valuation, or the Taxable Value is otherwise altered for any reason, the calculations required under Article IV of this agreement shall be recalculated by the Third Party at Applicant’s sole expense using the revised property values. If as a result of an appeal or for any other reason, the Taxable Value of the Applicant’s Qualified Property is changed, once the determination of the new Taxable Value becomes final, the Parties shall immediately notify the Third Party who shall immediately issue new calculations for the applicable year or years using the new Taxable Value. In the event the new calculations result in a change in any amount paid or payable by the Applicant under this Agreement, the Party from whom the adjustment is payable shall remit such amount to the other Party within thirty (30) days of the receipt of the new calculations from the Third Party.

  • Protection of Site from encroachments During the Concession Period, the Concessionaire shall protect the Site from any and all occupations, encroachments or Encumbrances, and shall not place or create nor permit any Contractor or other person claiming through or under the Concessionaire to place or create any Encumbrance or security interest over all or any part of the Site or the Project Assets, or on any rights of the Concessionaire therein or under this Agreement, save and except as otherwise expressly set forth in this Agreement.

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