Physical Condition and Legal Compliance of the Project Sample Clauses

Physical Condition and Legal Compliance of the Project. Subject to the representations, warranties and covenants of the Transferors set forth in Article 7 of this Contribution Agreement, and without limiting the provisions of Section 12.3, the Projects are being transferred in an "AS IS" condition and on a "WHERE IS AND WITH ALL FAULTS" basis as of the close of Escrow. By closing the Escrow, the Partnership will assume the risk of, and liability associated with, (a) the condition of the Projects, including but not limited to known or unknown defects in the structural or other physical condition of the Projects, and/or (b) the compliance of the Projects, or lack of compliance, with any law or regulation applicable thereto and all ordinances, rules, regulations, rulings and orders promulgated or adopted pursuant thereto. The Partnership acknowledges that, except as specifically set forth in this Contribution Agreement, no representations or warranties have been made or are made and no responsibility has been or is assumed by the Transferors or by any member, partner, officer, person, firm, agent or representative acting or purporting to act on behalf of the Transferors as to the condition or repair of the Projects, including without limitation as to the environmental condition of, on, under or around the Parcels, as to the compliance of the Projects with applicable laws, codes, ordinances, rules or regulations affecting the Projects including, without limitation, laws, codes, ordinances, rules or regulations relating to fire or life safety, or access by disabled persons, as to requirements relating to leasing, zoning, subdivision, planning, building, safety, health, Hazardous Materials (as defined below) or environmental matters, as to the value, expense of operation, or income potential thereof or as to any other fact or condition which has or might affect the Projects or the condition, repair, value, expense of operation or income potential of the Projects or any portion thereof. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Contribution Agreement and the Schedules and Exhibits hereto annexed, which alone fully and completely express their agreement. Further, to the extent the Transferors have provided the Partnership information from any inspection, engineering or
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Related to Physical Condition and Legal Compliance of the Project

  • Legal Compliance Contractor represents and warrants that it shall secure all notices and comply with all applicable laws, ordinances, rules and regulations of any governmental entity in conjunction with the performance of obligations under the Contract. Prior to award and during the Contract term and any renewals thereof, Contractor must establish to the satisfaction of the Commissioner that it meets or exceeds all requirements of the Bid and Contract and any applicable laws, including but not limited to, permits, licensing, and shall provide such proof as required by the Commissioner. Failure to comply or failure to provide proof may constitute grounds for the Commissioner to terminate or suspend the Contract, in whole or in part, or to take any other action deemed necessary by the Commissioner. Contractor also agrees to disclose information and provide affirmations and certifications to comply with Sections 139-j and 139-k of the State Finance Law.

  • Effect of Completion This agreement shall, as to any of its provisions remaining to be performed or capable of having or taking effect following Completion, remain in full force and effect notwithstanding Completion.

  • Inspection and Tests 3.8.1 The Procuring entity or its representative shall have the right to inspect and/or to test the goods to confirm their conformity to the Contract specifications. The Procuring entity shall notify the tenderer in writing in a timely manner, of the identity of any representatives retained for these purposes.

  • Inspection and Testing Each Constructing Entity shall cause inspection and testing of the Interconnection Facilities that it constructs in accordance with the provisions of this section. The Construction Parties acknowledge and agree that inspection and testing of facilities may be undertaken as facilities are completed and need not await completion of all of the facilities that a Constructing Entity is building.

  • Response/Compliance with Audit or Inspection Findings A. Grantee must act to ensure its and its Subcontractors’ compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Contract and the services and Deliverables provided. Any such correction will be at Grantee’s or its Subcontractor's sole expense. Whether Xxxxxxx's action corrects the noncompliance shall be solely the decision of the System Agency.

  • COMMENCEMENT AND COMPLETION OF THE PROJECT Section 3.01 The Project

  • Legal Construction If one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions and this Agreement shall be construed as if it did not contain the invalid, illegal, or unenforceable provision.

  • Inspection of Agreement A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent for inspection by the holder of any Warrant Certificate. The Warrant Agent may require such holder to submit his Warrant Certificate for inspection by it.

  • Commencement and Completion of Construction The Company shall begin Construction Activities no later than January 1, 2014 (“Commencement Date”) and secure a final Certificate of Compliance by August 27, 2015 (hereinafter, “Completion Date”).

  • Inspection; Compliance with Law Lessor, Lessor's agents, employees, contractors and designated representatives, and the holders of any mortgages, deeds of trust or ground leases on the Premises ("Lenders") shall have the right to enter the Premises at any time in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease and all Applicable Requirements (as defined in Paragraph 6.3), and Lessor shall be entitled to employ experts and/or consultants in connection therewith to advise Lessor with respect to Lessee's activities, including but not limited to Lessee's installation, operation, use, monitoring, maintenance, or removal of any Hazardous Substance on or from the Premises. The costs and expenses of any such inspections shall be paid by the party requesting same, unless a Default or Breach of this Lease by Lessee or a violation of Applicable Requirements or a contamination, caused or materially contributed to by Lessee, is found to exist or to be imminent, or unless the inspection is requested or ordered by a governmental authority as the result of any such existing or imminent violation or contamination. In such case, Lessee shall upon request reimburse Lessor or Lessor's Lender, as the case may be, for the costs and expenses of such inspections.

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