Common use of Condition of the Assets Clause in Contracts

Condition of the Assets. In consummating the purchase of the Assets contemplated hereunder, Buyers acknowledge that they will become the owners of the Assets, and that BUYERS ACCEPT SUCH ASSETS IN THEIR AS-IS, WHERE-IS, CONDITION, WITH ALL FAULTS, WITHOUT ANY EXPRESS OR IMPLIED COVENANT, REPRESENTATION OR WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (ALL OF WHICH REPRESENTATIONS, WARRANTIES AND COVENANTS SELLERS HEREBY EXPRESSLY DISCLAIM), OR RECOURSE, OTHER THAN AS EXPRESSLY SET FORTH HEREIN OR IN THE ENVIRONMENTAL AGREEMENT, AS APPLICABLE. FURTHER, AND FOR THE AVOIDANCE OF DOUBT (BUT WITHOUT LIMITING ANY PROVISIONS IN THE ENVIRONMENTAL AGREEMENT) ALL LOSSES AND CLAIMS RESULTING FROM EXPOSURES, INJURIES, ACCIDENTS AND OTHER EVENTS HAPPENING AFTER CLOSING, EVEN IF CAUSED (IN WHOLE OR IN PART) BY A CONDITION OF THE ASSETS THAT EXISTED ON OR BEFORE CLOSING, SHALL BE ASSUMED OBLIGATIONS, AND NOT RETAINED LIABILITIES. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary elsewhere herein, Buyers expressly acknowledge and understand that Premcor Refining permanently ceased refining operations at the Refinery at the time of the Shutdown and shut down the Refining Assets on or before that time, and Sellers make no representations or warranties as to whether the Refining Assets are in, or could be put in, a condition suitable for use.

Condition of the Assets. In consummating Buyer has conducted all due diligence that Buyer deems necessary or desirable with respect to the purchase Total Assets, the Assumed Liabilities, the Other Assumed Liabilities, this Agreement and the transactions contemplated hereby in order for it to enter into this Agreement and consummate the transactions contemplated hereby. Except for the limited representations of Seller specifically set forth in Section 3 hereof, Buyer will rely solely upon such due diligence in acquiring the Assets contemplated hereunder, Buyers acknowledge that they will become and in assuming the owners of the Assets, and that BUYERS ACCEPT SUCH ASSETS IN THEIR AS-IS, WHERE-IS, CONDITION, WITH ALL FAULTS, WITHOUT ANY EXPRESS OR IMPLIED COVENANT, REPRESENTATION OR WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (ALL OF WHICH REPRESENTATIONS, WARRANTIES AND COVENANTS SELLERS HEREBY EXPRESSLY DISCLAIM), OR RECOURSE, OTHER THAN AS EXPRESSLY SET FORTH HEREIN OR IN THE ENVIRONMENTAL AGREEMENT, AS APPLICABLE. FURTHER, AND FOR THE AVOIDANCE OF DOUBT (BUT WITHOUT LIMITING ANY PROVISIONS IN THE ENVIRONMENTAL AGREEMENT) ALL LOSSES AND CLAIMS RESULTING FROM EXPOSURES, INJURIES, ACCIDENTS AND OTHER EVENTS HAPPENING AFTER CLOSING, EVEN IF CAUSED (IN WHOLE OR IN PART) BY A CONDITION OF THE ASSETS THAT EXISTED ON OR BEFORE CLOSING, SHALL BE ASSUMED OBLIGATIONS, AND NOT RETAINED LIABILITIESAssumed Liabilities. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes and notwithstanding anything will make no representation or warranty concerning environmental conditions heretofore, now or hereafter existing on properties adjoining or proximate to the contrary elsewhere hereinTotal Assets. Notwithstanding anything in this Agreement, Buyers it is expressly acknowledge understood and understand agreed that Premcor Refining permanently ceased refining operations at Buyer is acquiring the Refinery at Assets "AS IS", "WHERE IS" and "WITH ALL FAULTS", and that Seller has not made and does not and will not make any representations or warranties, express or implied, including any with respect to the time quality, physical condition, expenses, legal status, zoning, value, utility or development or operating potential of the Shutdown Total Assets, or the absence of any Hazardous Substances on, in, under or near the Total Assets, or any other matter or thing affecting or relating to the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities or this Agreement (including, without limitation, warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the Assets, assume the Assumed Liabilities or to make and shut down enter into this Agreement, except, in each case, to the Refining Assets on extent of the limited representations set forth in Section 3 hereof. Seller is not liable or before that timebound in any manner by any warranties, and Sellers make no either expressed or implied, guaranties, or any promises, statements, representations or warranties as information pertaining to whether the Refining Total Assets are inor to the value thereof made or furnished by any broker or any real estate agent, employee, servant or could be put inother Person representing or purporting to represent Seller. As of the Agreement Date, Buyer is not aware of any events, facts or circumstances which, individually or in the aggregate, have or would have a condition suitable for useMaterial Adverse Effect.

Condition of the Assets. In consummating Buyer has conducted all due diligence ------------------------ that Buyer deems necessary or desirable with respect to the purchase Total Assets, the Assumed Liabilities, the Other Assumed Liabilities, this Agreement and the transactions contemplated hereby in order for it to enter into this Agreement and consummate the transactions contemplated hereby. Except for the limited representations of Seller specifically set forth in Section 3 hereof, Buyer will - rely solely upon such due diligence in acquiring the Assets contemplated hereunder, Buyers acknowledge that they will become and in assuming the owners of the Assets, and that BUYERS ACCEPT SUCH ASSETS IN THEIR AS-IS, WHERE-IS, CONDITION, WITH ALL FAULTS, WITHOUT ANY EXPRESS OR IMPLIED COVENANT, REPRESENTATION OR WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (ALL OF WHICH REPRESENTATIONS, WARRANTIES AND COVENANTS SELLERS HEREBY EXPRESSLY DISCLAIM), OR RECOURSE, OTHER THAN AS EXPRESSLY SET FORTH HEREIN OR IN THE ENVIRONMENTAL AGREEMENT, AS APPLICABLE. FURTHER, AND FOR THE AVOIDANCE OF DOUBT (BUT WITHOUT LIMITING ANY PROVISIONS IN THE ENVIRONMENTAL AGREEMENT) ALL LOSSES AND CLAIMS RESULTING FROM EXPOSURES, INJURIES, ACCIDENTS AND OTHER EVENTS HAPPENING AFTER CLOSING, EVEN IF CAUSED (IN WHOLE OR IN PART) BY A CONDITION OF THE ASSETS THAT EXISTED ON OR BEFORE CLOSING, SHALL BE ASSUMED OBLIGATIONS, AND NOT RETAINED LIABILITIESAssumed Liabilities. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes and notwithstanding anything will make no representation or warranty concerning environmental conditions heretofore, now or hereafter existing on properties adjoining or proximate to the contrary elsewhere hereinTotal Assets. Notwithstanding anything in this Agreement, Buyers it is expressly acknowledge understood and understand agreed that Premcor Refining permanently ceased refining operations at Buyer is acquiring the Refinery at Assets "AS IS", "WHERE IS" and "WITH ALL FAULTS", and that Seller has not made and does not and will not make any representations or warranties, express or implied, including any with respect to the time quality, physical condition, expenses, legal status, zoning, value, utility or development or operating potential of the Shutdown Total Assets, or the absence of any Hazardous Substances on, in, under or near the Total Assets, or any other matter or thing affecting or relating to the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities or this Agreement (including, without limitation, warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the Assets, assume the Assumed Liabilities or to make and shut down enter into this Agreement, except, in each case, to the Refining Assets on extent of the limited representations set forth in Section 3 hereof. Seller is not liable or before that timebound in any manner by any warranties, and Sellers make no either - expressed or implied, guaranties, or any promises, statements, representations or warranties as information pertaining to whether the Refining Total Assets are inor to the value thereof made or furnished by any broker or any real estate agent, employee, servant or could be put inother Person representing or purporting to represent Seller. As of the Agreement Date, Buyer is not aware of any events, facts or circumstances which, individually or in the aggregate, have or would have a condition suitable for useMaterial Adverse Effect.

Condition of the Assets. In consummating Prior to the purchase Closing, Buyer shall have the right to make an inspection of the Assets contemplated hereunder, Buyers acknowledge that they will become prior to the owners of the Assets, and that BUYERS ACCEPT SUCH Closing. BUYER UNDERSTANDS AND AGREES THAT THE PERSONAL PROPERTY INCLUDED IN THE ASSETS IN THEIR AS-IS SOLD "AS IS, WHERE-" AND "WHERE IS, CONDITION, " WITH ALL FAULTSFAULTS AND DEFECTS. WITHOUT RECOURSE BY BUYER, ITS SUCCESSORS AND/OR ASSIGNS, AGAINST SELLER AND WITHOUT ANY EXPRESS OR IMPLIED COVENANT, REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY WHATSOEVER; AND WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING CLAUSE, SELLER EXPRESSLY DISCLAIMS AND NEGATES (A) ANY IMPLIED OR EXPRESS WARRANTY AS OF FITNESS FOR A PARTICULAR PURPOSE AND/OR TITLE TO TITLE, CONDITION THE ASSETS AND (INCLUDING B) ANY ENVIRONMENTAL CONDITION), IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY . BUYER HEREBY RELEASES SELLER FROM ANY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (ALL OF WHICH REPRESENTATIONS, WARRANTIES AND COVENANTS SELLERS HEREBY EXPRESSLY DISCLAIM), OR RECOURSE, OTHER THAN AS EXPRESSLY SET FORTH HEREIN OR IN LIABILITY WITH RESPECT TO THE ENVIRONMENTAL AGREEMENT, AS APPLICABLE. FURTHER, AND FOR THE AVOIDANCE OF DOUBT (BUT WITHOUT LIMITING ANY PROVISIONS IN THE ENVIRONMENTAL AGREEMENT) ALL LOSSES AND CLAIMS RESULTING FROM EXPOSURES, INJURIES, ACCIDENTS AND OTHER EVENTS HAPPENING AFTER CLOSING, EVEN IF CAUSED (IN WHOLE OR IN PART) BY A CONDITION OF THE ASSETS PERSONAL PROPERTY INCLUDED IN THE ASSETS, WHETHER OR NOT CAUSED BY SELLER'S SOLE OR PARTIAL NEGLIGENCE AND WAIVES ITS RIGHT TO RECOVER FROM SELLER ANY DAMAGES, CLAIMS, FINES, PENALTIES OR EXPENSES, THAT EXISTED ON MAY IN ANY WAY BE CONNECTED WITH THE PHYSICAL CONDITION OF THE PERSONAL PROPERTY INCLUDED IN THE ASSETS, WHETHER NOW KNOWN OR BEFORE CLOSING, SHALL BE ASSUMED OBLIGATIONS, AND NOT RETAINED LIABILITIES. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary elsewhere herein, Buyers expressly acknowledge and understand that Premcor Refining permanently ceased refining operations at the Refinery at the time of the Shutdown and shut down the Refining Assets on or before that time, and Sellers make no representations or warranties as to whether the Refining Assets are in, or could be put in, a condition suitable for useUNKNOWN.

Condition of the Assets. In consummating The Buyer has conducted all due ----------------------- diligence that the purchase Buyer deems necessary or desirable with respect to the Acquired Assets, this Agreement and the transactions contemplated hereby in order for it to enter into this Agreement and consummate the transactions contemplated hereby. Except for the limited representations of the Sellers specifically set forth in this Agreement, the Buyer will rely solely upon such due diligence in acquiring the Acquired Assets contemplated hereunder, Buyers acknowledge that they will become and in assuming the owners of the Assets, and that BUYERS ACCEPT SUCH ASSETS IN THEIR AS-IS, WHERE-IS, CONDITION, WITH ALL FAULTS, WITHOUT ANY EXPRESS OR IMPLIED COVENANT, REPRESENTATION OR WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (ALL OF WHICH REPRESENTATIONS, WARRANTIES AND COVENANTS SELLERS HEREBY EXPRESSLY DISCLAIM), OR RECOURSE, OTHER THAN AS EXPRESSLY SET FORTH HEREIN OR IN THE ENVIRONMENTAL AGREEMENT, AS APPLICABLE. FURTHER, AND FOR THE AVOIDANCE OF DOUBT (BUT WITHOUT LIMITING ANY PROVISIONS IN THE ENVIRONMENTAL AGREEMENT) ALL LOSSES AND CLAIMS RESULTING FROM EXPOSURES, INJURIES, ACCIDENTS AND OTHER EVENTS HAPPENING AFTER CLOSING, EVEN IF CAUSED (IN WHOLE OR IN PART) BY A CONDITION OF THE ASSETS THAT EXISTED ON OR BEFORE CLOSING, SHALL BE ASSUMED OBLIGATIONS, AND NOT RETAINED LIABILITIESAssumed Obligations. Without limiting the generality of the foregoing, the Buyer acknowledges that the Sellers make and notwithstanding will make no representation or warranty concerning environmental conditions heretofore, now or hereafter existing on properties adjoining or proximate to the Acquired Assets. Notwithstanding anything to the contrary elsewhere hereinin this Agreement or any warranty deed or other document executed in connection with the transactions contemplated hereby, Buyers it is expressly acknowledge understood and understand agreed that Premcor Refining permanently ceased refining operations at the Refinery at Buyer is acquiring the time Acquired Assets "AS IS," "WHERE IS" and "WITH ALL FAULTS", and that the Sellers have not made and do not and will not make any representations or warranties, express or implied, including any with respect to the quality, physical condition, expenses, legal status, zoning, value, utility or development or operating potential of the Shutdown Acquired Assets, or any other matter or thing affecting or relating to the Acquired Assets, the Assumed Obligations, or this Agreement (including, without limitation, warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the Acquired Assets, assume the Assumed Obligations or to make and shut down enter into this Agreement, except, in each case, to the Refining Assets on extent of the limited representations set forth in this Agreement. The Sellers are not liable or before that timebound in any manner by any warranties, and Sellers make no either expressed or implied, guaranties, or any promises, statements, representations or warranties as information pertaining to whether the Refining Acquired Assets are inor to the value thereof made or furnished by any broker or any real estate agent, employee, servant or could be put inother Person representing or purporting to represent the Sellers. As of the date of this Agreement, the Buyer is not aware of any events, facts or circumstances which, individually or in the aggregate, have or would have a condition suitable for useMaterial Adverse Effect.