Common use of Condition of the Equipment Clause in Contracts

Condition of the Equipment. THE LESSEE ACKNOWLEDGES AND AGREES THAT IT IS LEASING EACH ITEM OF EQUIPMENT "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY THE LESSOR TRUSTEE, THE AGENT OR ANY CERTIFICATE HOLDER AND SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING LESSOR'S LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS THAT A PHYSICAL INSPECTION MIGHT SHOW AND (D) VIOLATIONS OF REQUIREMENTS OF LAW THAT MAY EXIST ON THE CLOSING DATE. NONE OF THE LESSOR TRUSTEE, THE AGENT, OR ANY CERTIFICATE HOLDER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE, SUITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR ANY USE OF THE EQUIPMENT (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT (OR ANY PART THEREOF). THE LESSOR TRUSTEE, THE AGENT, AND THE CERTIFICATE HOLDERS SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT IN THE EQUIPMENT OR THE FAILURE OF THE EQUIPMENT, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW.

Condition of the Equipment. EACH LESSEE ACKNOWLEDGES AND AGREES THAT ALTHOUGH LESSOR WILL OWN AND HOLD LEGAL TITLE TO THE EQUIPMENT, LESSEES, JOINTLY AND SEVERALLY, ARE RESPONSIBLE (A) FOR THE SELECTION OF THE EQUIPMENT, EACH PART THEREOF AND THE MANUFACTURER THEREOF AND THE TERMS AND CONDITIONS RELATING TO THE MANUFACTURE, PURCHASE AND SHIPMENT THEREOF, (B) FOR THE DESIGN, SIZE, CAPACITY, DEVELOPMENT, BUDGETING, CONSTRUCTION, SHIPMENT, INSTALLATION, TESTING AND PLACEMENT IN SERVICE OF THE EQUIPMENT, AND (C) ANY ALTERATIONS OR MODIFICATIONS AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. EACH LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR IS NOT THE MANUFACTURER OF THE EQUIPMENT OR ANY PART THEREOF NOR IS IT A DEALER IN PROPERTY OF SUCH KIND. EACH LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING EACH ITEM OF THE EQUIPMENT "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY THE LESSOR TRUSTEELESSOR, THE COLLATERAL AGENT OR ANY CERTIFICATE HOLDER OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (INCLUDING THE INTERESTS OF ANY SELLER OR ANY OTHER PERSON HAVING AN INTEREST IN THE EQUIPMENT, BUT EXCLUDING LESSOR'S LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOFTHEREOF AND ANY SUCH PERSON'S SUCCESSORS, ASSIGNS, INVITEES, LICENSEES, LESSEES, SUBLESSEES OR ANY OTHER PERSONS CLAIMING BY OR THROUGH ANY SUCH PERSON, (C) ANY STATE OF FACTS THAT A WHICH AN ACCURATE PHYSICAL INSPECTION MIGHT SHOW SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW THAT WHICH MAY EXIST ON THE CLOSING DATEDATE HEREOF OR ON THE DELIVERY DATE FOR THE EQUIPMENT. NONE OF THE LESSOR TRUSTEELESSOR, THE AGENT, COLLATERAL AGENT OR ANY CERTIFICATE HOLDER OF THE PARTICIPANTS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLETITLE (OTHER THAN FOR LESSOR LIENS), MERCHANTABILITY, VALUE, SUITABILITYHABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE FOR ANY USE PURPOSE OF ANY OF THE EQUIPMENT (OR ANY PART THEREOF), THE ABILITY OF ANY OF THE EQUIPMENT TO PERFORM ANY FUNCTION, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE EQUIPMENT EQUIPMENT, (OR ANY PART THEREOF). ) AND NONE OF LESSOR, COLLATERAL AGENT OR ANY OF THE LESSOR TRUSTEE, THE AGENT, AND THE CERTIFICATE HOLDERS PARTICIPANTS SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT IN THE EQUIPMENT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF ANY OF THE EQUIPMENT, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. Each Lessee has been afforded full opportunity to inspect the Equipment to be leased by it hereunder, is satisfied with the results of its inspections, is satisfied that all such Equipment is suitable for its purposes and is entering into this Lease solely on the basis of the results of its own inspections, and all risks incident to the matters discussed in the preceding sentence, as between Lessor, the Collateral Agent and the Participants, on the one hand, and such Lessee, on the other, are to be borne by such Lessee unless herein expressly stated otherwise. The provisions of this Section 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor, Collateral Agent or the Participants, express or implied, with respect to the Equipment (or any interest therein), that may arise pursuant to any law now or hereafter in effect or otherwise.

Condition of the Equipment. THE LESSEE ACKNOWLEDGES AND AGREES THAT IT IS LEASING EACH ITEM OF EQUIPMENT "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY THE LESSOR TRUSTEE, THE AGENT OR ANY CERTIFICATE HOLDER AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING LESSOR'S LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS THAT WHICH A PHYSICAL INSPECTION MIGHT SHOW AND (D) VIOLATIONS OF REQUIREMENTS OF LAW THAT WHICH MAY EXIST ON THE DATE HEREOF OR ON THE CLOSING DATE. NONE OF NEITHER THE LESSOR TRUSTEE, THE AGENT, OR NOR ANY CERTIFICATE HOLDER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE, SUITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR ANY USE OF THE EQUIPMENT (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT (OR ANY PART THEREOF). ) AND NEITHER THE LESSOR TRUSTEE, THE AGENT, AND THE NOR ANY CERTIFICATE HOLDERS HOLDER SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT IN THE EQUIPMENT THEREIN OR THE FAILURE OF THE EQUIPMENT, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW.. MW 1997-1 Trust Equipment Lease

Condition of the Equipment. EACH LESSEE ACKNOWLEDGES AND AGREES THAT ALTHOUGH LESSOR WILL OWN AND HOLD LEGAL TITLE TO THE EQUIPMENT, LESSEES, JOINTLY AND SEVERALLY, ARE RESPONSIBLE (A) FOR THE SELECTION OF THE EQUIPMENT, EACH PART THEREOF AND THE MANUFACTURER THEREOF AND THE TERMS AND CONDITIONS RELATING TO THE MANUFACTURE, PURCHASE AND SHIPMENT THEREOF, (B) FOR THE DESIGN, SIZE, CAPACITY, DEVELOPMENT, BUDGETING, CONSTRUCTION, SHIPMENT, INSTALLATION, TESTING AND PLACEMENT IN SERVICE OF THE EQUIPMENT, AND (C) ANY ALTERATIONS OR MODIFICATIONS AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. EACH LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR IS NOT THE MANUFACTURER OF THE EQUIPMENT OR ANY PART THEREOF NOR IS IT A DEALER IN PROPERTY OF SUCH KIND. EACH LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING EACH ITEM OF THE EQUIPMENT "“AS IS" ” WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY THE LESSOR TRUSTEELESSOR, THE COLLATERAL AGENT OR ANY CERTIFICATE HOLDER OF THE LENDERS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (INCLUDING THE INTERESTS OF ANY SELLER OR ANY OTHER PERSON HAVING AN INTEREST IN THE EQUIPMENT, BUT EXCLUDING LESSOR'S LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOFTHEREOF AND ANY SUCH PERSON’S SUCCESSORS, ASSIGNS, INVITEES, LICENSEES, LESSEES, SUBLESSEES OR ANY OTHER PERSONS CLAIMING BY OR THROUGH ANY SUCH PERSON, (C) ANY STATE OF FACTS THAT A WHICH AN ACCURATE PHYSICAL INSPECTION MIGHT SHOW SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW THAT WHICH MAY EXIST ON THE CLOSING DATEDATE HEREOF OR ON THE DELIVERY DATE FOR THE EQUIPMENT. NONE OF THE LESSOR TRUSTEELESSOR, THE AGENT, COLLATERAL AGENT OR ANY CERTIFICATE HOLDER OF THE LENDERS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLETITLE (OTHER THAN FOR LESSOR LIENS), MERCHANTABILITY, VALUE, SUITABILITYHABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE FOR ANY USE PURPOSE OF ANY OF THE EQUIPMENT (OR ANY PART THEREOF), THE ABILITY OF ANY OF THE EQUIPMENT TO PERFORM ANY FUNCTION, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE EQUIPMENT (OR ANY PART THEREOF). THE LESSOR TRUSTEE, THE AGENT, AND NONE OF LESSOR, COLLATERAL AGENT OR ANY OF THE CERTIFICATE HOLDERS LENDERS SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT IN THE EQUIPMENT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF ANY OF THE EQUIPMENT, EQUIPMENT OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. EACH LESSEE HAS BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE EQUIPMENT TO BE LEASED BY IT HEREUNDER, IS SATISFIED WITH THE RESULTS OF ITS INSPECTIONS, IS SATISFIED THAT ALL SUCH EQUIPMENT IS SUITABLE FOR ITS PURPOSES AND IS ENTERING INTO THIS LEASE SOLELY ON THE BASIS OF THE RESULTS OF ITS OWN INSPECTIONS, AND ALL RISKS INCIDENT TO THE MATTERS DISCUSSED IN THE PRECEDING SENTENCE, AS BETWEEN LESSOR, THE COLLATERAL AGENT AND THE LENDERS, ON THE ONE HAND, AND SUCH LESSEE, ON THE OTHER, ARE TO BE BORNE BY SUCH LESSEE UNLESS HEREIN EXPRESSLY STATED OTHERWISE. THE PROVISIONS OF THIS SECTION 7.1 HAVE BEEN NEGOTIATED, AND, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY STATED, THE FOREGOING PROVISIONS ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES BY ANY OF LESSOR, COLLATERAL AGENT OR THE LENDERS, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT (OR ANY INTEREST THEREIN), THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE.

Condition of the Equipment. WITHOUT LIMITATION OF SECTION 2.4 HEREOF, -------------------------- ----------- THE LESSEE ACKNOWLEDGES AND AGREES THAT ALTHOUGH THE LESSOR WILL OWN AND HOLD TITLE TO THE EQUIPMENT, THE LESSEE IS SOLELY RESPONSIBLE UNDER THE TERMS OF THIS MASTER LEASE FOR THE MERCHANTABILITY, FITNESS, OPERATION, REPAIR, PERFORMANCE, SERVICING AND MAINTENANCE OF THE EQUIPMENT. THE LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING EACH ITEM OF EQUIPMENT "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY THE LESSOR TRUSTEELESSOR, THE AGENT FINANCING LENDERS OR ANY CERTIFICATE HOLDER THE EQUITY LENDERS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING LESSOR'S LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS THAT A WHICH AN ACCURATE PHYSICAL INSPECTION MIGHT SHOW SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW THAT AND EQUIPMENT LEGAL REQUIREMENTS WHICH MAY EXIST ON THE CLOSING DATEDATE HEREOF OR ON THE EFFECTIVE DATE FOR SUCH ITEM OF EQUIPMENT. NONE OF THE LESSOR TRUSTEELESSOR, THE AGENT, FINANCING LENDERS OR ANY CERTIFICATE HOLDER THE EQUITY LENDERS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLETITLE (OTHER THAN THE LESSOR FOR LESSOR LIENS), VALUE, SUITABILITYHABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF ANY USE OF THE EQUIPMENT (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE EQUIPMENT (OR ANY PART THEREOF). ) AND NONE OF THE LESSOR TRUSTEELESSOR, THE AGENT, AND FINANCING LENDERS OR THE CERTIFICATE HOLDERS EQUITY LENDERS SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT IN THE EQUIPMENT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF ANY OF THE EQUIPMENT, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAWLAW OR EQUIPMENT LEGAL REQUIREMENT.