Pre-Existing Conditions and External Events Clause Samples
The "Pre-Existing Conditions and External Events" clause defines how circumstances or conditions that existed prior to the agreement, as well as events outside the parties' control, affect the parties' rights and obligations. Typically, this clause clarifies that neither party is liable for issues arising from situations that were already present before the contract was signed or from unforeseen external events such as natural disasters or government actions. Its core function is to allocate risk by ensuring that parties are not unfairly held responsible for problems beyond their control or for conditions that predate the agreement.
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Pre-Existing Conditions and External Events. If any environmental, construction, personnel, real property-related or other problems arise at the Managed Facility during the Term that: (a) relate to the Operation or condition of the Managed Facility, or activities undertaken at the Managed Facility or on the Leased Property, prior to the Term; (b) are caused by or arise from the actions of Landlord, Landlord’s Affiliates, Tenant or Tenant’s subsidiaries, or (c) are caused by or arise from sources not within the control of Manager and/or its Affiliates (including a Force Majeure Event), Manager’s services under this Agreement shall not extend to management of any remediation, abatement or other correction of such problems, and Tenant (or Landlord, as applicable, if and to the extent so required pursuant to the Lease) shall retain full managerial and financial responsibility and liability for and control over the remediation, abatement and correction of such problems (in each case, in accordance with the Lease and all Applicable Law), and shall take such actions in a timely manner with as little disturbance or interruption of the use and Operation of the Managed Facility as reasonably practicable. Notwithstanding the foregoing, in the event such problems exist: (i) Manager will cooperate reasonably with Landlord and/or Tenant, as applicable, in connection with such remediation, abatement and correction efforts; and (ii) if there is a reasonable likelihood that such problems would cause criminal or civil liability to Manager, Tenant, or Landlord, injury to persons using the Managed Facility or damage to the Managed Facility, Tenant shall promptly remedy such problems and if Tenant fails to do so, Manager shall have the right to take all reasonably necessary steps to comply with any Applicable Law and/or the terms of the Lease, or to avoid criminal or civil liability to Manager, Tenant, or Landlord, or injury to Persons or property; provided that Manager shall give Landlord and Tenant reasonable prior written notice thereof.
Pre-Existing Conditions and External Events. If any environmental, construction, personnel, real property-related or other problems arise at the Managed Facilities during the Term that: (a) relate to the Operation or condition of the Managed Facilities, or activities undertaken at the Managed Facilities or on the Premises, prior to the Term; or (b) are caused by or arise from sources outside of the Managed Facilities, Manager’s services under this Agreement shall not extend to management of any remediation, abatement or other correction of such problems, and Owner shall retain full managerial and financial responsibility and liability for and control over the remediation, abatement and correction of such problems, and shall take such actions in a timely manner with as little disturbance or interruption of the use and Operation of the Managed Facilities as reasonably practicable. Notwithstanding the foregoing, in the event such problems exist: (i) Manager will cooperate reasonably with Owner in connection with Owner’s remediation, abatement and correction efforts; and (ii) if there is a reasonable likelihood that such problems would cause criminal or civil liability to Manager, injury to persons using the Managed Facilities or damage to the Managed Facilities, Owner shall promptly remedy such problems and if Owner fails to do so, Manager shall have the right to take all reasonably necessary steps to comply with any Applicable Law, or to avoid criminal or civil liability to Manager, or injury to Persons or property; provided, that Manager shall give Owner prior notice thereof.
Pre-Existing Conditions and External Events. Notwithstanding any provision herein to the contrary, unless agreed to in writing in advance by the Parties, ASM Global shall have no responsibility whatsoever for the remediation, abatement, correction, cure or administration of any environmental, construction, personnel, real property or other problems that arise at the Facility during the Term that (a) relate to the operation or condition of the Facility, or activities undertaken at the Facility or on the underlying real property, prior to the Management Term, or (b) are caused by or arise from sources outside of the Facility, and the County shall retain full managerial and financial responsibility and liability for and control over the remediation, abatement, correction, cure and administration of such problems, and shall take such actions in a timely manner with as little disturbance or interruption of the use and enjoyment of the Facility as practicable. Notwithstanding the foregoing, if agreed to by the Parties, ASM Global shall take appropriate steps, at the County’s expense, to (i) comply with, or cure or prevent the violation of, any applicable Laws and (ii) avoid or minimize any actual or potential injury to persons or damage to the Facility or other property.
Pre-Existing Conditions and External Events. Notwithstanding anything to the contrary in this Ground Lease, unless agreed to in writing in advance by the Parties, Tenant has no responsibility whatsoever, unless caused by Tenant, for the remediation, abatement, correction, cure, or administration of any environmental, construction, personnel, real property, or other problems at the Arena Land or the Arena, or that relate to the Operation or condition of the Arena Land or the Arena, or activities undertaken at the Arena Land or the Arena, that either
(a) arose prior to Tenant serving as the Arena Manager pursuant to the Management Agreement, or (b) are caused by or arise from actions or omissions of the City. The City retains full managerial and financial responsibility and liability for and control over the remediation, abatement, correction, cure and administration of such problems, and must take such actions in a timely manner with as little disturbance or interruption of the use and enjoyment of the Arena Land and the Arena as practicable. Notwithstanding the foregoing, if agreed to by the Parties, Tenant will take appropriate steps, at the City’s expense, to (i) comply with, or cure or prevent the violation of, any Applicable Law and (ii) avoid or minimize any actual or potential injury to persons or damage to the Arena Land or the Arena or other property.
Pre-Existing Conditions and External Events. Notwithstanding anything to the contrary in this Agreement, Operator shall have no responsibility whatsoever for the remediation, abatement, correction, cure or administration of any environmental, construction, personnel, real property or other problems that arise at the Hotel during the Term and (a) relate to the Operation or condition of the Hotel, or activities undertaken at the Hotel or on the Premises, prior to the Term, or (b) are caused by or arise from sources outside of the Hotel, and Owner shall retain full managerial and financial responsibility and liability for and control over the remediation, abatement, correction, cure and administration of such problems, and shall take such actions in a timely manner with as little disturbance or interruption of the use and enjoyment of the Hotel as practicable. Notwithstanding the foregoing, Operator shall have the right, but not the obligation, to take appropriate steps, at Owner’s expense, to (i) comply with, or cure or prevent the violation of, any Applicable Laws as provided in this Agreement, (ii) avoid or minimize any actual or potential injury to persons or damage to the Hotel or other property, and (iii) avoid or minimize any risk of criminal or civil liability to Operator and its Affiliates.