Common use of Delivery of Possession; Condition of Title Clause in Contracts

Delivery of Possession; Condition of Title. Landlord has good and marketable title to the Premises. Tenant acknowledges and agrees that it has, at all times, been in possession and occupancy of the Premises pursuant to the terms and conditions of the Original Lease and therefore, has full and complete knowledge of and responsibility for all conditions of the Premises, including, without limitation, the physical condition of the Premises and the Property, and the subleases described in Section 1.1(ii) affecting the Premises. Accordingly, subject to Section 1.1. above, Landlord has delivered actual and exclusive possession of the Premises to Tenant on the Commencement Date (as hereafter defined) in an “as is, where is” condition without representation or warranty. Tenant acknowledges that Landlord’s title to the Premises is subject to the matters set forth in Exhibit C attached to this Lease, each of which has been examined by and is acceptable to Tenant (the “Title Matters”). Except as agreed by Landlord and Tenant in writing, Tenant agrees to timely comply with any requirements contained in the Title Matters to the extent such matters are applicable to Landlord. Furthermore, the Premises are leased to Tenant in an “as is, where is” condition without representation or warranty by Landlord, subject to any state of facts which an accurate physical inspection might reveal and to all applicable laws now or hereafter in effect. Tenant waives any claim or action against Landlord in respect of the condition of the Premises. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE PREMISES OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT THE PREMISES HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PREMISES OR ANY COMPONENT PART THEREOF. Tenant acknowledges and agrees that no representations or warranties, express or implied, have been made by Landlord, or by any person, firm or agent acting or purporting to act on behalf of Landlord, as to (i) the presence or absence on or in the Premises of any particular materials or substances (including, without limitation, asbestos, hydrocarbons or hazardous or toxic substances), (ii) the condition or repair of the Premises or any portion thereof, (iii) the value, expense of operation or income potential of the Premises, (iv) the accuracy or completeness of any structural reports, environmental audits or other information provided to Tenant by any third party contractor relative to the Premises (regardless of whether the same were retained or paid for by Landlord), or (v) any other fact or condition which has or might affect the Premises or the condition, repair, value, expense of operation or income potential thereof. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Premises and agrees that Tenant will be relying solely on Tenant’s inspections of the Premises in leasing the Premises. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMER.

Delivery of Possession; Condition of Title. Landlord has good and marketable title to the Premises. Tenant acknowledges and agrees that it hasits affiliate is the owner or prior owner of the Premises and that Tenant, or affiliates, lessees or sublessees of Tenant have at all times, times been in possession and occupancy of the Premises pursuant to the terms and conditions of the Original Lease and therefore, has have full and complete knowledge of and responsibility for all current conditions of the Premises, including, without limitation, the physical condition of the Premises and the Property, Property and title to the Premises and the subleases described in Section 1.1(ii) affecting the PremisesProperty. Accordingly, subject to Section 1.1. above, Landlord has delivered actual and exclusive possession of the Premises to Tenant on the Commencement Date (as hereafter defined) in an “"as is, where is” " condition without representation or warranty. Tenant acknowledges that Landlord’s Lxxxxxxx's title to the Premises is subject to the matters set forth in Exhibit C attached to this Leaseof record as of the Commencement Date, each of which has been examined by and is acceptable to Tenant (the “Title Matters”). Except as agreed by Landlord and Tenant in writing, Tenant agrees to timely comply with any requirements contained in the Title Matters to the extent such matters are applicable to Landlord. Furthermore, the Premises are leased to Tenant in an “"as is, where is” " condition without representation or warranty by Landlord, subject to the existing state of title and any state of facts which an accurate survey or physical inspection might reveal and to all applicable laws now or hereafter in effect. Tenant waives any claim or action against Landlord in respect of the condition of the Premises. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE PREMISES OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT THE PREMISES HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PREMISES OR ANY COMPONENT PART THEREOF. Tenant acknowledges and agrees that no representations or warranties, express or implied, have been made by Landlord, or by any person, firm or agent acting or purporting to act on behalf of Landlord, as to (i) the presence or absence on or in the Premises of any particular materials or substances (including, without limitation, asbestos, hydrocarbons or hazardous or toxic substances), (ii) the condition or repair of the Premises or any portion thereof, (iii) the value, expense of operation or income potential of the Premises, (iv) the accuracy or completeness of any title, survey, structural reports, environmental audits or other information provided to Tenant by any third party contractor relative to the Premises (regardless of whether the same were retained or paid for by Landlord), or (v) any other fact or condition which has or might affect the Premises or the condition, repair, value, expense of operation or income potential thereof. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Premises and agrees that Tenant will be relying solely on Tenant’s 's inspections of the Premises in leasing the Premises. THE PROVISIONS OF THIS 4823-7309-7009.2 STORE / CSI Labs Amended and Restated Lease Agreement 2000 Xxxxxxxx Xx., Xxxxxxxxxx, XX File No.: 7210/02-432.1 2 PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMER.. ARTICLE II