Common use of Property Conditions Clause in Contracts

Property Conditions. THIS SALE OF THE EQUIPMENT AND ALL OTHER PERSONAL PROPERTY THAT IS A PART OF THE PROPERTY IS MADE ON AN "AS IS, WHERE IS" BASIS WITH ALL FAULTS AS TO ITS CONDITION, AND SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES AS TO THE CONDITION OF THE EQUIPMENT (NOTE, HOWEVER, THERE ARE CERTAIN WARRANTIES AS TO TITLE AS HEREIN SET FORTH) INCLUDING, WITHOUT LIMITATIONS, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. Seller agrees that for a period of time commencing with the date of the letter of intent dated October 17, 1996, above described, and continuing until five (5) business days before Closing (the "Review Period"), Purchaser, personally or through its authorized agents or representatives, shall have the right to make any and all physical inspections of the Property which Purchaser may desire to make or to have made and to make all such other inspections, surveys, tests, or other studies (including, but not limited to, environmental assessments and evaluations) as Purchaser deems necessary or desirable. Upon reasonable notice to Seller, Purchaser, and its authorized agents and representatives, at Purchaser's sole risk, may enter upon the Property for the purpose of conducting those PURCHASE AND SALE AGREEMENT - PAGE 4 133 inspections, surveys, tests, and studies. If Purchaser shall determine that the condition of the Property is not in substantial compliance with any governmental regulations (including environmental regulations), then upon discovery, Purchaser must promptly give written notice to Seller of such condition ("Condition"). Upon receipt of such notice, Seller shall have the option, but not the obligation, to (a) cure or remedy such Condition to the reasonable satisfaction of Purchaser (if current remediation of such Condition is required by a governmental agency, Seller agrees that the Condition shall be remedied in accordance with and to the satisfaction of the appropriate agency's requirements); or (b) agree with Purchaser on a reduction to the Purchase Price which reduction shall reflect Purchaser's anticipated reasonable cost to remedy such Condition. If the Condition cannot be cured or remedied to Purchaser's reasonable satisfaction, and if agreement cannot be reached on reduction to the Purchase Price, then the affected Property may be excluded by Purchaser from the Property to be acquired by Purchaser hereunder. In such event , the Purchase Price shall be reduced by the Allocated Purchase Price (see subparagraph (c) below) for such excluded Property.

Property Conditions. THIS SALE OF THE EQUIPMENT AND ALL OTHER PERSONAL PROPERTY THAT IS A PART OF THE PROPERTY IS MADE ON AN "AS IS, WHERE IS" BASIS WITH ALL FAULTS AS TO ITS CONDITION, AND SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES AS TO THE CONDITION OF THE EQUIPMENT (NOTE, HOWEVER, THERE ARE CERTAIN WARRANTIES AS TO TITLE AS HEREIN SET FORTH) INCLUDING, WITHOUT LIMITATIONS, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. Seller agrees that for a period of time commencing with the date of the letter of intent dated October 17, 1996, above described, and continuing until five (5) business days before Closing (the "Review Period"), Purchaser, personally or through its authorized agents or representatives, shall have the right to make any and all physical inspections of the Property which Purchaser may desire to make or to have made and to make all such other inspections, surveys, tests, or other studies (including, but not limited to, environmental assessments and evaluations) as Purchaser deems necessary or desirable. Upon reasonable notice to Seller, Purchaser, and its authorized agents and representatives, at Purchaser's sole risk, may enter upon the Property for the purpose of conducting those PURCHASE AND SALE AGREEMENT - PAGE 4 133 101 inspections, surveys, tests, and studies. If Purchaser shall determine that the condition of the Property is not in substantial compliance with any governmental regulations (including environmental regulations), then upon discovery, Purchaser must promptly give written notice to Seller of such condition ("Condition"). Upon receipt of such notice, Seller shall have the option, but not the obligation, to (a) cure or remedy such Condition to the reasonable satisfaction of Purchaser (if current remediation of such Condition is required by a governmental agency, Seller agrees that the Condition shall be remedied in accordance with and to the satisfaction of the appropriate agency's requirements); or (b) agree with Purchaser on a reduction to the Purchase Price which reduction shall reflect Purchaser's anticipated reasonable cost to remedy such Condition. If the Condition cannot be cured or remedied to Purchaser's reasonable satisfaction, and if agreement cannot be reached on reduction to the Purchase Price, then the affected Property may be excluded by Purchaser from the Property to be acquired by Purchaser hereunder. In such event , the Purchase Price shall be reduced by the Allocated Purchase Price (see subparagraph (c) below) for such excluded Property.

Property Conditions. THIS SALE OF THE EQUIPMENT AND ALL OTHER PERSONAL PROPERTY THAT IS A PART OF THE PROPERTY IS MADE ON AN "AS IS, WHERE IS" BASIS WITH ALL FAULTS AS TO ITS CONDITION, AND SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES AS TO THE CONDITION OF THE EQUIPMENT (NOTE, HOWEVER, THERE ARE CERTAIN WARRANTIES AS TO TITLE AS HEREIN SET FORTH) INCLUDING, WITHOUT LIMITATIONS, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. Seller agrees that for a period of time commencing with the date of the letter of intent dated October 17, 1996, above described, and continuing until five (5) business days before Closing (the "Review Period"), Purchaser, personally or through its authorized agents or representatives, shall have the right to make any and all physical inspections of the Property which Purchaser may desire to make or to have made and to make all such other inspections, surveys, tests, or other studies (including, but not limited to, environmental assessments and evaluations) as Purchaser deems necessary or desirable. Upon reasonable notice to Seller, Purchaser, and its authorized agents and representatives, at Purchaser's sole risk, may enter upon the Property for the purpose of conducting those PURCHASE AND SALE AGREEMENT - PAGE 4 133 inspections, surveys, tests, and studies. If Purchaser shall determine that the condition of the Property is not in substantial compliance with any governmental regulations (including environmental regulations), then upon discovery, Purchaser must promptly give written notice to Seller of such condition ("Condition"). Upon receipt of such notice, Seller shall have the option, but not the obligation, to (a) cure or remedy such Condition to the reasonable satisfaction of Purchaser (if current remediation of such Condition is required by a governmental agency, Seller agrees that the Condition shall be remedied in accordance with and to the satisfaction of the appropriate agency's requirements); or (b) agree with Purchaser on a reduction to the Purchase Price which reduction shall reflect Purchaser's anticipated reasonable cost to remedy such Condition. If the Condition cannot be cured or remedied to Purchaser's reasonable satisfaction, and if agreement cannot be reached on reduction to the Purchase Price, then the affected Property may be excluded by Purchaser from the Property to be acquired by Purchaser hereunder. In such event , the Purchase Price shall be reduced by the Allocated Purchase Price (see subparagraph (c) below) for such excluded Propertyproperty.

Property Conditions. THIS SALE OF THE EQUIPMENT AND ALL OTHER PERSONAL PROPERTY THAT IS A PART OF THE PROPERTY IS MADE ON AN "AS IS, WHERE IS" BASIS WITH ALL FAULTS AS TO ITS CONDITION, AND SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES AS TO THE CONDITION OF THE EQUIPMENT (NOTE, HOWEVER, THERE ARE CERTAIN WARRANTIES AS TO TITLE AS HEREIN SET FORTH) INCLUDING, WITHOUT LIMITATIONS, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. Seller agrees that for a period of time commencing with the date of the letter of intent dated October 17, 1996, above described, and continuing until five (5) business days before Closing (the "Review Period"), Purchaser, personally or through its authorized agents or representatives, shall have the right to make any and all physical inspections of the Property which Purchaser may desire to make or to have made and to make all such other inspections, surveys, tests, or other studies (including, but not limited to, environmental assessments and evaluations) as Purchaser deems necessary or desirable. Upon reasonable notice to Seller, Purchaser, and its authorized agents and representatives, at Purchaser's sole risk, may enter upon the Property for the purpose of conducting those PURCHASE AND SALE AGREEMENT - PAGE 4 133 inspections, surveys, tests, and studies. If Purchaser shall determine that the condition of the Property is not in substantial compliance with any governmental regulations (including environmental regulations), then upon discovery, Purchaser must promptly give written notice to Seller of such condition ("Condition"). Upon receipt of such notice, Seller shall have the option, but not the obligation, to (a) cure or remedy such Condition to the reasonable satisfaction of Purchaser (if current remediation of such Condition is required by a governmental agency, Seller agrees that the Condition shall be remedied in accordance with and to the satisfaction of the appropriate agency's requirements); or (b) agree with Purchaser on a reduction to the Purchase Price which reduction shall reflect Purchaser's anticipated reasonable cost to remedy such Condition. If the Condition cannot be cured or remedied to Purchaser's reasonable satisfaction, and if agreement cannot be reached on reduction to the Purchase Price, then the affected Property may be excluded by Purchaser from the Property to be acquired by Purchaser hereunder. In such event , the Purchase Price shall be reduced by the Allocated Purchase Price (see subparagraph (c) below) for such excluded Property.

Property Conditions. THIS SALE OF THE EQUIPMENT AND ALL OTHER PERSONAL PROPERTY THAT IS A PART OF THE PROPERTY IS MADE ON AN "AS IS, ," "WHERE IS" BASIS WITH ALL FAULTS AS TO ITS CONDITION, AND SELLER SELLERS EXPRESSLY DISCLAIMS DISCLAIM ALL WARRANTIES AS TO THE CONDITION OF THE EQUIPMENT (NOTE, HOWEVER, THERE ARE CERTAIN WARRANTIES AS TO TITLE AS HEREIN SET FORTH) INCLUDING, WITHOUT LIMITATIONS, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. Seller agrees Sellers agree that for a period of time commencing with the date of the letter of intent dated October 17August 13, 1996, above described, and continuing until five (5) business days before Closing (the "Review Period"), Purchaser, personally or through its authorized agents or representatives, shall have the right to make any and all physical inspections of the Property which Purchaser may desire to make or to have made and to make all such other inspections, surveys, tests, or other studies (including, but not limited to, environmental assessments and evaluations) as Purchaser deems necessary or desirable. Upon reasonable notice to SellerSellers, Purchaser, and its authorized agents and representatives, at Purchaser's sole risk, may enter upon the Property for the purpose of conducting those PURCHASE AND SALE AGREEMENT - PAGE 4 133 inspections, surveys, tests, and studies. If Purchaser shall determine that the condition of the Property is not in substantial compliance with any governmental regulations (including environmental regulations), then upon discovery, discovery Purchaser must promptly give written notice to Seller Sellers of such condition ("Condition"). Upon receipt of such notice, Seller Sellers shall have the option, but not the obligation, to (a) cure or remedy such Condition to the reasonable satisfaction of Purchaser (if current remediation of such Condition is required by a governmental agency, Seller agrees Sellers agree that the Condition shall be remedied in accordance with and to the satisfaction of the appropriate agency's requirements); or (b) agree with Purchaser on a reduction to the Purchase Price which reduction shall reflect Purchaser's anticipated reasonable cost to remedy such Condition. If the Condition cannot be cured or remedied to Purchaser's reasonable satisfaction, and if agreement cannot be reached on reduction to the Purchase Price, then the affected Property may be excluded by Purchaser from the Property to be acquired by Purchaser hereunder. In such event , and the Parties hereto shall in good faith attempt to agree upon a reduction of the Purchase Price on account of the excluded Property. In the event the Parties fail to agree upon the implementation of either Subclause (a) or (b) prior to Closing, and if a reduction of more than twenty-five percent (25%) in the Purchase Price results from the exclusion by Purchaser of the affected Property, either Party may terminate this Agreement by delivery of written notice so indicating to the other Party, in which event this Agreement shall terminate, and the "Escrow Deposit" (as defined herein) (plus accrued interest) shall be reduced by returned to Purchaser, and the Allocated Purchase Price (see subparagraph (c) below) for such excluded Property.Parties hereto shall have no further rights or obligations under this Agreement;

Property Conditions. THIS SALE OF THE EQUIPMENT AND ALL OTHER PERSONAL PROPERTY THAT IS A PART OF THE PROPERTY IS MADE ON AN "AS IS, WHERE IS" BASIS WITH ALL FAULTS AS TO ITS CONDITION, AND SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES AS TO THE CONDITION OF THE EQUIPMENT (NOTE, HOWEVER, THERE ARE CERTAIN WARRANTIES AS TO TITLE AS HEREIN SET FORTH) INCLUDING, WITHOUT LIMITATIONS, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. Seller agrees that for a period of time commencing with the date of the letter of intent dated October 17, 1996, above described, and continuing until five (5) business days before Closing (the "Review Period"), Purchaser, personally or through its 117 authorized agents or representatives, shall have the right to make any and all physical inspections of the Property which Purchaser may desire to make or to have made and to make all such other inspections, surveys, tests, or other studies (including, but not limited to, environmental assessments and evaluations) as Purchaser deems necessary or desirable. Upon reasonable notice to Seller, Purchaser, and its authorized agents and representatives, at Purchaser's sole risk, may enter upon the Property for the purpose of conducting those PURCHASE AND SALE AGREEMENT - PAGE 4 133 inspections, surveys, tests, and studies. If Purchaser shall determine that the condition of the Property is not in substantial compliance with any governmental regulations (including environmental regulations), then upon discovery, Purchaser must promptly give written notice to Seller of such condition ("Condition"). Upon receipt of such notice, Seller shall have the option, but not the obligation, to (a) cure or remedy such Condition to the reasonable satisfaction of Purchaser (if current remediation of such Condition is required by a governmental agency, Seller agrees that the Condition shall be remedied in accordance with and to the satisfaction of the appropriate agency's requirements); or (b) agree with Purchaser on a reduction to the Purchase Price which reduction shall reflect Purchaser's anticipated reasonable cost to remedy such Condition. If the Condition cannot be cured or remedied to Purchaser's reasonable satisfaction, and if agreement cannot be reached on reduction to the Purchase Price, then the affected Property may be excluded by Purchaser from the Property to be acquired by Purchaser hereunder. In such event , the Purchase Price shall be reduced by the Allocated Purchase Price (see subparagraph (c) below) for such excluded Property.

Property Conditions. THIS SALE OF THE EQUIPMENT AND ALL OTHER PERSONAL PROPERTY THAT IS A PART OF THE PROPERTY IS MADE ON AN "AS IS, WHERE IS" BASIS WITH ALL FAULTS AS TO ITS CONDITION, AND SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES AS TO THE CONDITION OF THE EQUIPMENT (NOTE, HOWEVER, THERE ARE CERTAIN WARRANTIES AS TO TITLE AS HEREIN SET FORTH) INCLUDING, WITHOUT LIMITATIONS, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. Seller agrees Sellers agree that for a period of time commencing with upon the date of the letter of intent dated October 17, 1996, above described, this Agreement and continuing until five (5) 5 business days before Closing (the "Review Period"), Purchaser, personally or through its authorized agents or representatives, shall have the right to make any and all physical inspections of the Property which Purchaser may desire to make or to have made and to make all such other inspections, surveys, tests, tests or other studies (including, but not limited to, environmental assessments and evaluations) as Purchaser deems necessary or desirable. Upon reasonable notice to Seller, Purchaser, and its authorized agents and representatives, at Purchaser's sole riskwith prior notice to Sellers, may enter upon the Property for the purpose of conducting those PURCHASE AND SALE AGREEMENT - PAGE 4 133 inspections, surveys, tests, and studies. If Purchaser shall determine that the condition of the Property is not in substantial compliance with any governmental regulations (including environmental regulations), then upon discovery, discovery Purchaser must promptly give written notice to Seller Sellers (but in no event later than the last day of the Review Period) of such condition ("Condition")condition. Upon receipt of such notice, Seller Sellers shall have the option, but not the obligation, to (a) cure or remedy such Condition condition to the reasonable satisfaction of Purchaser (if current remediation of such Condition condition is required by a governmental agency, Seller agrees Sellers agree that the Condition condition shall be remedied in accordance with and to the satisfaction of the appropriate agency's requirements); or (b) agree with Purchaser on a reduction to the Purchase Price Price, which reduction shall reflect Purchaser's anticipated reasonable cost to remedy such Conditioncondition. If the Condition condition cannot be cured or remedied to Purchaser's reasonable satisfaction, satisfaction and if agreement cannot be reached on reduction to the Purchase Price, then the affected Property may be excluded by Purchaser from the Property to be acquired by Purchaser hereunder. In such event , hereunder and the Purchase Price shall be reduced according to the value of the affected Property (or that portion of such Property so affected) as determined by the Allocated allocated value shown on Schedule 2. In the event the parties fail to agree upon the implementation of either subclause (a) or (b) prior to Closing, and if a reduction of more than 20% in the Purchase Price (see subparagraph (c) below) for such excluded results from the exclusion by Purchaser of the affected Property, Purchaser may terminate this Agreement by delivery of written notice so indicating to Sellers, in which event this Agreement shall terminate, and the parties hereto shall have no further rights or obligations under this Agreement. Notwithstanding the foregoing, Purchaser shall not be entitled to exclude Main Pass Block 25 pursuant to a Defect unless Purchaser also excludes Main Pass Block 21 from the purchase hereunder.