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closing. The Museum may, by delivery of written termination notice within ten (10)
<br /> business days after receipt of such notice from City,terminate this Agreement.
<br /> 4. Default. If a Party breaches or otherwise fails to perform any of its obligations
<br /> under this Agreement prior to closing, then the other Party's exclusive remedy will be to
<br /> terminate this Agreement by written notice to the breaching party and neither party shall
<br /> have any liability hereunder.
<br /> 5. Notices. All notices shall be in writing and shall be(1)personally delivered,
<br /> (2) sent by U.S. Mail to the addressee's mailing address set forth below, or (3) sent to the
<br /> addressee's email address(es)below. Either Party hereto may,by proper notice to the other,
<br /> designate any other address for the giving of notice. Any notice shall be deemed effective
<br /> upon earlier of actual receipt or three(3) days after mailing or emailing.
<br /> City: City of Everett
<br /> Real Property Manager
<br /> 3200 Cedar Street
<br /> Everett, WA 98201
<br /> Museum: Barbara George
<br /> Everett Museum of History
<br /> P. O. Box 5556
<br /> Everett, WA 98206
<br /> 6. Strictly As-Is.
<br /> A. As-Is. The Museum acknowledges and agrees that the Museum is
<br /> receiving the Van Valey House in an "as-is" condition, "with all faults," and without any
<br /> warranties, representations, or guarantees, either express or implied, of any nature
<br /> whatsoever from or on behalf of City, including, without limitation, those of fitness for a
<br /> particular purpose and use. As of Closing,the Museum becomes exclusively responsible for
<br /> the Van Valey House, including without limitation all upkeep and maintenance.
<br /> B. No Reliance. The Museum acknowledges and agrees that (i) the
<br /> Museum has had an adequate opportunity to make such legal, factual, and other inquiries
<br /> and investigation as the Museum deems necessary, desirable, or appropriate with respect to
<br /> the Van Valey House, (ii) the transfer of the Van Valey House will be on the basis of the
<br /> Museum's own investigation of the physical, environmental and other condition of the
<br /> Property and the condition of the physical improvements, including subsurface conditions,
<br /> and (iii), neither the City, nor anyone acting for or on behalf of the City, has made any
<br /> representation,warranty,promise,or statement,express or implied,to the Van Valey House,
<br /> or to anyone acting for or on behalf the Museum, concerning the Van Valey House or the
<br /> condition, use, or development thereof. The Museum represents that, in entering into this
<br /> Agreement, the Museum has not relied on any representation, warranty, promise, or
<br /> statement, express or implied, of the City, or anyone acting for or on behalf of the City.
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