Exchange A Clause Samples
The 'Exchange A' clause defines the terms and conditions under which a specific exchange of goods, services, or information takes place between parties. Typically, this clause outlines what is being exchanged, the timing, and any obligations or requirements each party must fulfill to complete the exchange. For example, it may specify that Party A will deliver a product in return for payment or another service from Party B. The core practical function of this clause is to ensure both parties have a clear understanding of their respective duties in the exchange, thereby reducing the risk of disputes and misunderstandings.
Exchange A. (i) The City shall give to VSU and its designated agents and representatives full access to Premises A during normal business hours throughout the VSU Study Period as defined in Paragraph 14a.(ii), including the right, at VSU's own risk to cause its agents or representatives to enter upon Premises A for the purpose of (i) making physical and topographic surveys; and (ii) conducting such tests, investigations and studies as VSU may desire, including those related to engineering, water, groundwater, sanitary and storm sewer, utilities and environmental matters, as well as soil borings. In the event it does not purchase Premises A, VSU shall, at its expense, restore Premises A to its prior condition to the extent of any changes made by its agents or representatives. The City shall furnish to VSU during the VSU Study Period all information concerning Premises A which VSU may reasonably request and which is in the possession of the City.
(ii) VSU shall have thirty (30) days from the Effective Date, or the date on which all information and data and the copies of all documents to be provided hereunder are in fact provided to VSU by the City, whichever occurs last ("VSU Study Period"), to complete the studies described in Paragraph 14a.
(i) and to determine in its sole discretion that the condition of Premises A is satisfactory for the intended use of VSU. In the event that VSU is not so satisfied for any reason whatsoever at any time prior to the expiration of the VSU Study Period, VSU shall advise the City in writing of its intention not to proceed to Settlement under the terms of this Agreement, and in such event, this Agreement shall automatically be terminated, and no party shall have any liability hereunder.
(iii) Nothing in this Agreement shall bar the Commonwealth of Virginia or any agency thereof from enforcing any applicable laws or regulations if contamination by toxic or hazardous substances is discovered on Premises A.
Exchange A. (i) Premises A shall be sold free from all mortgages, deeds of trust, liens, security interests and other encumbrances. Title shall be good, marketable and insurable, without exception, at regular rates by a title insurance company of VSU's choice, subject, however, to those covenants, easements, conditions and restrictions of record as of the date the City executes this Agreement constituting constructive notice in the chain of title to Premises A which have not expired by a time limitation contained therein or otherwise become ineffective and that do not, in VSU's sole opinion, materially adversely affect the use and enjoyment of Premises A by VSU.
(ii) If the City is unable because of any defect in title to deliver acceptable title as aforesaid at Settlement and VSU is unwilling to waive such defect, VSU may either (i) request the City to correct the defect if same can be done within a reasonable time not to exceed thirty (30) days from the date of the City's receipt of notice of the defect, or (ii) immediately terminate this Agreement. If the City is unwilling or unable or fails to timely remedy the defect, VSU may immediately terminate this Agreement upon written notice to the City, and no party shall have any further liability hereunder.
Exchange A. All risk of loss or damage to Premises A shall be borne by the City until Settlement. However, in the event of any loss of or damage to Premises A, or any part thereof, prior to Settlement, VSU shall have the option, in its sole discretion, to (i) terminate this Agreement or (ii) proceed to Settlement as required hereunder, conditioned upon the City assigning all its interest in insurance or other payments for loss or damage to Premises A. In the event of condemnation or threat of condemnation of any part of Premises A prior to Settlement, VSU shall have the option, in its sole discretion, to (i) terminate this Agreement or (ii) proceed to Settlement conditioned upon any condemnation award being paid, credited, or assigned, as appropriate, to VSU at Settlement.
Exchange A. The City warrants and represents that there are no actions or suits in law or equity or proceedings by any governmental agency now pending or, to the knowledge of the City, threatened against the City in connection with Premises A, and there is no outstanding order, writ, injunction or decree of any court or governmental agency affecting Premises A.
Exchange A. The City represents that Premises A is zoned R-7 Residential, as defined by the Chesterfield County Planning and Zoning Ordinance; there are no eminent domain or condemnation proceedings pending against Premises A, and the City has no knowledge of such proceedings or of any intentions or plans, definite or tentative, that such proceedings might be instituted; and the City has no knowledge of any federal, state, county or municipal zoning or other restrictions, rules, or regulations that will prevent the utilization of Premises A for the purposes of residential use.
Exchange A. The City agrees to provide to VSU, at no cost, immediately, but not later than ten (10) days after the Effective Date (hereinafter defined), any physical or topographic surveys, development information, soil boring or groundwater data, environmental assessments and other agreements affecting the Premises, all title examination records, and a copy of the title insurance policy issued when the City acquired Premises A, as well as any other records relating to Premises A.
Exchange A. The City warrants and represents that to the best of the City's knowledge, information and belief, there have never been, nor are there now, any underground storage tanks on Premises A; nor has there been any activity on Premises A which has been conducted or is being conducted, except in compliance with all statutes, ordinances, regulations, orders, permits and common law requirements concerning (1) handling of any toxic or hazardous substances, (2) discharges of toxic or hazardous substances to the air, soil, surface water or groundwater, and (3) storage, treatment or disposal of any toxic or hazardous substances at or connected with any activity on Premises A; nor is there any contamination present on or in Premises A; nor is there any of the following present on or in Premises A: (i) polychlorinated biphenyls or substances containing polychlorinated biphenyls; (ii) asbestos or materials containing asbestos; (iii) urea formaldehyde or materials containing urea formaldehyde; (iv) lead or lead-containing paint; or
Exchange A. The City represents there has not been made and will not be made, without VSU's consent, any proffers or other commitments relating to Premises A, which would impose any obligation on VSU or its successors and assigns, after Settlement, to make any contribution of money or dedications of land or to construct, install or maintain any improvements of a public or private nature on or off Premises A.
Exchange A. The City warrants and represents that it is the sole fee simple owner of Premises A and has all necessary authority to sell Premises A; there are no other contracts for sale or options involving Premises A; no other party has any right, title or interest in Premises A; and there are no oral or written leases affecting or relating to Premises A. Between the date the City executes this Agreement and Settlement, the City shall not subject Premises A to or consent to any leases, liens, encumbrances, covenants, conditions, restrictions, easements, rights of way, or agreements, or take any other action affecting or modifying the status of title or otherwise affecting Premises A, without the written consent of VSU.
Exchange A. The City warrants and represents that the execution and delivery of this Agreement, the completion of the transaction(s) contemplated hereby, and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement, indenture, or other instrument to which the City is a party or by which it or Premises A is bound, or any judgment, decree, order, or award of any court, governmental body or arbitrator, or any law, rule or regulation applicable to the City.