Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt and delivery of possession of the Suite and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE PROPERTY 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. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. 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 SUITE 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.
Appears in 3 contracts
Samples: Lease Agreement (Windrose Medical Properties Trust), Lease Agreement (Windrose Medical Properties Trust), Lease Agreement (Windrose Medical Properties Trust)
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF(iv) LANDLORD'S TITLE THERETO, AND LANDLORD DOES HEREBY DISCLAIM(v) VALUE, ANY AND ALL WARRANTIES BY LANDLORD(vi) COMPLIANCE WITH SPECIFICATIONS, EXPRESS OR IMPLIED(vii) LOCATION, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF(viii) USE, 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.(ix) CONDITION,
Appears in 3 contracts
Samples: Lease (Golf Trust of America Inc), Pledge Agreement (Golf Trust of America Inc), Lease (Golf Trust of America Inc)
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) Tenant or an Affiliate of Tenant has previously operated the Property and has knowledge of its condition which is superior to that of Landlord, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION(B) fee simple title, NEGATION AND DISCLAIMERexcept where the Property is held under a ground lease, (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein, (C) to Tenant's knowledge the Improvements conform to all material Legal Requirements and all material Insurance Requirements, (D) all easements necessary or appropriate for the use or operation of the Property have been obtained, (E) all contractors and subcontractors retained by Tenant who have performed work on or supplied materials to the Property have been fully paid, and all materials to the Property have been fully paid for, (F) the Improvements constructed by Tenant or any Affiliate of Tenant have been completed in all material respects in a workmanlike manner of first class quality, and (G) all equipment necessary or appropriate for the use or operation of the Property has been installed and is presently operative in all material respects.
Appears in 3 contracts
Samples: Lease (Golf Trust of America Inc), Contribution and Leaseback Agreement (Golf Trust of America Inc), Golf Trust of America Inc
Condition of the Property. Tenant's occupancy of Purchaser and Seller mutually acknowledge and agree that except as otherwise set forth in this Agreement, the Suite upon Property is being sold in an “AS IS” condition, “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser had the Completion Date shall constitute Tenant's acknowledgement of receipt and delivery of possession of sole responsibility to fully inspect the Suite and that Tenant has examined and otherwise has acquired knowledge of Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks or rewards associated with the ownership, leasing, management and operation of the Property. This Agreement, the Exhibits and the Schedules attached hereto contain all the terms of the agreement entered into between the parties, and Purchaser acknowledges that neither Seller nor any representatives of Seller has made any representations or held out any inducements to Purchaser, other than those expressly set forth in this Agreement. Without limiting the generality of the foregoing, Purchaser has not relied on any representations or warranties except for those expressly set forth in this Agreement and neither Seller nor its representatives made any representations or warranties, in either case express or implied, except as set forth in this Agreement, as to (i) the current or future real estate tax liability, assessment or valuation of the Property; (ii) the potential qualification of the Property for any and Suite prior all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Property, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance in respect to the occupancy Property’s non-compliance, if any, with said zoning ordinances; (iv) the availability of any financing for the purchase, alteration, rehabilitation or operation of the Suite Property from any source, including but not limited to, state, city, or federal government or any institutional lender; (v) the current or future use of the Property; (vi) the physical condition of the Property including, without limitation, any environmental conditions (including the presence of asbestos or other Hazardous Substances) which may exist; or (viii) the accuracy of any due diligence materials. Without limiting the above, Purchaser on behalf of itself and has found the same to be in good order its successors and repair assigns waives and satisfactory for releases Seller and Seller’s Affiliates and agents and their respective successors and assigns from any and all purposes. Such occupancy shall constitute Tenant's further acknowledgement demands, Claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (a) that Tenant has examined including, without limitation, attorneys’ fees and costs), whether direct or has had an opportunity to examine title indirect, known or unknown, foreseen or unforeseen, arising from or relating to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the physical condition of the Property or any law or regulation applicable thereto; provided however Purchaser specifically does not waive or release Seller from any and all demands, Claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs) related to the Suite. LANDLORD MAKES NO WARRANTY OR REPRESENTATIONpresence or alleged presence of Hazardous Substances in, EXPRESS OR IMPLIEDon, IN RESPECT OF THE PROPERTY OR ANY PART THEREOFunder or about the Property, EITHER AS TO ITS FITNESS FOR USEincluding, SUITABILITYwithout limitation, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEany Claims under or on account of (i) the Comprehensive Environmental Response, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREINCompensation and Liability Act of 1980, LATENT OR PATENTas the same may have been or may be amended from time to time, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents and similar state statutes, and any rules and regulations promulgated thereunder, (ii) any other federal, state or local law, ordinance, rules or regulation, now or hereafter in effect, that deals with or otherwise in any manner relates to, environmental, natural resources, or health and safety matters of any kind, or (iii) this Agreement or the officers common law unless the location and type of Tenant any such Hazardous Substances are knowledgeable and experienced specifically identified in the leasing Environmental Reports. For purposes of properties comparable clarification and by way of example, if Hazardous Substances are found after Closing in a location and of a type that is consistent with the identification of such Hazardous Substances in one or more of the Environmental Reports, Purchaser shall be deemed to have waived its right to take any action against Seller under this Agreement related to such Hazardous Substances. If, on the other hand, Hazardous Substances are found in a location or of a type not identified in any of the Environmental Reports, then Purchaser shall not be deemed to have waived its rights against Seller under this Agreement related to the Suite reporting, investigation, assessment, cleanup, remediation, monitoring, third party liability or any Claims of or related to any such Hazardous Substances. As used in this Agreement, “Claims” mean any claim, demand, lien, agreement, contract, covenant, action, suit, cause of action (whether based on statutory or common law theories), obligation, loss, cost, expense (including, without limitation, reasonable attorneys’ fees (whether or not litigation is commenced), penalty, damages, order or other liability, of any kind whatsoever, whether at law of in equity, fixed or contingent, known or unknown, and agrees that Tenant will be relying solely on Tenant's inspections of whether accruing now or in the Suite in leasing the Property. 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 SUITE 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 DISCLAIMERfuture).
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (McClatchy Co)
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) fee simple title, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSIONexcept where the Property is held under a ground lease, NEGATION AND DISCLAIMER(both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein, (B) to Tenant's knowledge the Improvements conform to all material Legal Requirements and all material Insurance Requirements, and (C) all easements necessary or appropriate for the use or operation of the Property have been obtained.
Appears in 1 contract
Samples: Lease (Golf Trust of America Inc)
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Xxxxxx acknowledges receipt and delivery of possession of the Suite Property and that Tenant Xxxxxx has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMER.. Tenant represents to Landlord that Xxxxxx has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the
Appears in 1 contract
Samples: Lease (Golf Trust of America Inc)
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Subject to Section 12.3 hereof, Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for its purposes hereunder. Landlord hereby represents and warrants to Tenant that Landlord has made available to Tenant or an Affiliate of Tenant all purposesinformation in Landlord's possession regarding the condition of the Property prior to the date hereof. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however, of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same whether or not any patent or latent defect or condition was revealed or discovered thereby, subject to be satisfactory for all purposes and accepts such condition of title; (b) that Section 12.3 hereof, Tenant is leasing the Property "as is" in its present condition; (c) that . Subject to Section 12.3 hereof, Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF(iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant represents acknowledges that fee simple title, except where the officers of Tenant are knowledgeable Property is held under a ground lease, (both legal and experienced equitable) is in the leasing of properties comparable to the Suite Landlord and agrees that Tenant will be relying solely on Tenant's inspections has only the leasehold right of possession and use of the Suite in leasing the Property. 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 SUITE 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 DISCLAIMERProperty as provided herein.
Appears in 1 contract
Samples: Lease (Golf Trust of America Inc)
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof, including, without limitation, claims resulting from the existence of Hazardous Materials on the Property. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that fee simple title (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein. Notwithstanding anything to the contrary in this Lease, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSIONnothing in this Section 7.2 is intended to waive, NEGATION AND DISCLAIMERmodify or limit in any respect any of Tenant's rights set forth in this Lease including, without limitation, such rights as are set forth under Section 3.3, Article 15, Article 16 and Article 21.
Appears in 1 contract
Samples: Lease (Golf Trust of America Inc)
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Subject to Section 12.3 hereof, Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant Xxxxxx has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same whether or not any patent or latent defect or condition was revealed or discovered thereby, subject to be satisfactory for all purposes and accepts such condition of title; (b) that Section 12.3 hereof, Tenant is leasing the Property "as is" in its present condition; (c) that , subject to the obligation of the Transferor to complete certain environmental remediation work pursuant to an agreement previously provided to Tenant. Subject to Section 12.3 hereof, Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Xxxxxx has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that fee simple title, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSIONexcept where the Property is held under a ground lease, NEGATION AND DISCLAIMER(both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein.
Appears in 1 contract
Samples: Lease (Golf Trust of America Inc)
Condition of the Property. Tenant's occupancy Except as may be expressly set forth in this Agreement, Buyer is purchasing the Property AS IS, WHERE IS, WITH ALL FAULTS. Buyer shall rely solely upon its own review of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt documents and delivery of possession of the Suite and that Tenant has examined and otherwise has acquired knowledge of inspections with regard to the condition of the Property and Suite prior to the occupancy structural and mechanical systems of the Suite improvements thereon, including, but not limited to, its location, size, subsurface or soil condition, construction and has found the same to character; and, except as may be expressly set forth in good order this Agreement, Buyer specifically agrees that it shall purchase and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to acquire the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. LANDLORD MAKES NO AS IS, WHERE IS, WITH ALL FAULTS WITHOUT ANY REPRESENTATION OR WARRANTY OR REPRESENTATIONBY SELLER WHATSOEVER, WHETHER EXPRESS OR IMPLIEDIMPLIED EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AS TO THE TRUTH OR ACCURACY OF ANY DOCUMENTS SUPPLIED, IN RESPECT AS TO THE CONDITION OF THE PROPERTY PROPERTY, OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER. WITHOUT LIMITING THE FOREGOING, BUYER DOES HEREBY SPECIFICALLY AFFIRM THAT, AS TO QUALITY A RESULT OF THE MATERIAL FOREGOING PROVISIONS, ITS PURCHASE AND ACQUISITION OF THE PROPERTY SHALL BE MADE WITHOUT ANY REPRESENTATION OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE WARRANTY BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE SELLER EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AS TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY OR (INCLUDING ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS MATTERS RELATING TO SUCH ITEMS AS HAZARDOUS MATERIALS (AS DEFINED IN SECTION 14(a) OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OFAGREEMENT), AND LANDLORD DOES HEREBY DISCLAIMWASTE MATERIALS, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS UNDERGROUND STORAGE TANKS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE AREAS OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMERENVIRONMENTAL MATTER.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Industrial Income Trust Inc.)
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) Tenant or an Affiliate of Tenant has previously operated the Property and has knowledge of its condition which is superior to that of Landlord, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION(B) fee simple title, NEGATION AND DISCLAIMERexcept where the Property is held under a ground lease, (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein, (C) to Tenant's knowledge the Improvements conform to all material Legal Requirements and all material Insurance Requirements, (D) all easements necessary or appropriate for the use or operation of the Property have been obtained, provided, however, that Landlord and Tenant agree to cooperate with each other in the creation of appropriate vehicular and pedestrian access, ingress, egress, utilities and maintenance easements related to the Other Parcels,(E) all contractors and subcontractors retained by Tenant who have performed work on or supplied materials to the Property have been fully paid, and all materials to the Property have been fully paid for, (F) the Improvements constructed by Tenant or any Affiliate of Tenant have been completed in all material respects in a workmanlike manner of first class quality, and (G) all equipment necessary or appropriate for the use or operation of the Property has been installed and is presently operative in all material respects.
Appears in 1 contract
Condition of the Property. Tenant's occupancy Except as may be expressly set forth in this Agreement, Buyer is purchasing the Property AS IS, WHERE IS, WITH ALL FAULTS. Except as may be expressly provided in this Agreement, Buyer shall rely solely upon its own review of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt documents and delivery of possession of the Suite and that Tenant has examined and otherwise has acquired knowledge of inspections with regard to the condition of the Property and Suite prior to the occupancy structural and mechanical systems of the Suite improvements thereon, including, but not limited to, its location, size, subsurface or soil condition, construction and has found the same to character; and, except as may be expressly set forth in good order this Agreement, Buyer specifically agrees that it shall purchase and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to acquire the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. LANDLORD MAKES NO AS IS, WHERE IS, WITH ALL FAULTS WITHOUT ANY REPRESENTATION OR WARRANTY OR REPRESENTATIONBY SELLER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, IN RESPECT AS TO THE TRUTH OR ACCURACY OF ANY DOCUMENTS SUPPLIED, AS TO THE CONDITION OF THE PROPERTY PROPERTY, OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, WITHOUT LIMITING THE FOREGOING, BUYER DOES HEREBY SPECIFICALLY AFFIRM THAT, AS TO QUALITY A RESULT OF THE MATERIAL FOREGOING PROVISIONS, ITS PURCHASE AND ACQUISITION OF THE PROPERTY SHALL BE MADE WITHOUT ANY REPRESENTATION OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE WARRANTY BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE SELLER AS TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY OR (INCLUDING ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS MATTERS RELATING TO SUCH ITEMS AS HAZARDOUS MATERIALS (AS DEFINED IN SECTION 14(a) OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OFAGREEMENT), AND LANDLORD DOES HEREBY DISCLAIMWASTE MATERIALS, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS UNDERGROUND STORAGE TANKS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE AREAS OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMERENVIRONMENTAL MATTER).
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Real Estate Investment Trust, Inc.)
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt and delivery of possession of the Suite and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. LANDLORD MAKES NO WARRANTY THE PURCHASER SHALL ACCEPT THE PROPERTY IN AN “AS-IS” CONDITION AS OF THE CLOSING DATE, AND PURCHASER SPECIFICALLY AGREES THAT THE CLERK & MASTER HAS NOT AND DOES NOT MAKE ANY REPRESENTATIONS OR REPRESENTATIONWARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN RESPECT TO THE PURCHASER REGARDING THE PROPERTY OR ANY IMPROVEMENTS THEREON INCLUDING, WITHOUT LIMITATION, ANY ZONING RESTRICTIONS, THE DIMENSION OR ACREAGE OF THE PROPERTY OR IMPROVEMENTS, 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 ASPECT OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES CONDITION OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR IMPROVEMENTS OR THE FITNESS OF THE PROPERTY OR IMPROVEMENTS FOR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. 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 DISCLAIMOR PARTICULAR USE, ANY AND ALL WARRANTIES BY LANDLORDSUCH REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT BEING HEREBY EXPRESSLY WAIVED BY THE PURCHASER AND DISCLAIMED BY THE CLERK & MASTER. THE PURCHASER REPRESENTS AND WARRANTS TO THE SUITE CLERK & MASTER THAT THE BUYER HAS NOT BEEN INDUCED TO EXECUTE THIS AGREEMENT BY ANY ACT, STATEMENT OR ANY PORTION THEREOFREPRESENTATION OF THE CLERK & MASTER OR ITS AGENTS, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE EMPLOYEES OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISEREPRESENTATIVES. The Purchaser acknowledges and agrees that it is the Purchaser’s responsibility to make such legal, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSIONfactual and other inquiries and investigations as the Purchaser considers necessary with respect to the Property, NEGATION AND DISCLAIMERand the Purchaser hereby represents and warrants that they have executed this Agreement based solely on their own independent due diligence and investigation, and not in reliance upon any information provided by the Clerk & Master or XxXxxxxx Auction Company, LLC or their agents, employees, or representatives.
Appears in 1 contract
Samples: Agreement of Purchase and Sale
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Xxxxxx acknowledges receipt and delivery of possession of the Suite Property and that Tenant Xxxxxx has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF(iv) LANDLORD'S TITLE THERETO, AND LANDLORD DOES HEREBY DISCLAIM(v) VALUE, ANY AND ALL WARRANTIES BY LANDLORD(vi) COMPLIANCE WITH SPECIFICATIONS, EXPRESS OR IMPLIED(vii) LOCATION, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF(viii) USE, 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.(ix) CONDITION,
Appears in 1 contract
Condition of the Property. Landlord acquired the Property on the Commencement Date and for the period of at least two (2) years prior to the Commencement Date, Tenant owned, occupied and operated the Property. Tenant represents that it has examined the title of the Property, the physical condition of the Property, environmental studies and reports of the Property, and the economic feasibility of conducting Tenant's occupancy business in and from the Property. Tenant has determined that the same are satisfactory to Tenant, and Tenant accepts the Property on an "AS-IS, WHERE-IS" basis, subject to (a) the rights of any parties in possession and the existing state of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt and delivery of possession title as of the Suite Commencement Date, (b) any state of facts which an accurate survey or physical inspection of the Property might show, (c) all zoning regulations, restrictions, rules and that Tenant has examined ordinances, building restrictions and otherwise has acquired knowledge of other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction over the condition of any buildings, structures and other improvements located on the Property and Suite prior to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposesProperty, without representation or warranty by Landlord. Such occupancy shall constitute Tenant's further acknowledgement TENANT ACKNOWLEDGES THAT LANDLORD (aWHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD MAKES NO BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT TO ANY OF THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO ITS FITNESS FOR USE, SUITABILITYUSE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LANDLORD'S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY. QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL SUCH RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable Landlord shall not be obligated to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing provide or pay for any improvement work or services related to the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OFTenant acknowledges that the Property is of its selection and to its specifications, AND LANDLORD DOES HEREBY DISCLAIMand that the Property has been inspected by Tenant and is satisfactory to it. In the event of any defect or deficiency in any of the Property of any nature, ANY AND ALL WARRANTIES BY LANDLORDwhether patent or latent, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE 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 DISCLAIMERLandlord shall not have any responsibility or liability with respect thereto or for any incidental or consequential damages (including strict liability in tort).
Appears in 1 contract
Samples: Standard Lease Agreement (Source Interlink Companies Inc)
Condition of the Property. Landlord acquired the Property on the Commencement Date and for the period of at least two (2) years prior to the Commencement Date, Tenant owned, occupied and operated the Property. Tenant represents that it has examined the title of the Property, the physical condition of the Property, environmental studies and reports of the Property, and the economic feasibility of conducting Tenant's occupancy business in and from the Property. Tenant has determined that the same are satisfactory to Tenant, and Tenant accepts the Property on an "AS-IS, WHERE-IS" basis, subject to (a) the rights of any parties in possession and the existing state of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt and delivery of possession title as of the Suite Commencement Date, (b) any state of facts which an accurate survey or physical inspection of the Property might show, (c) all zoning regulations, restrictions, rules and that Tenant has examined ordinances, building restrictions and otherwise has acquired knowledge of other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction over the condition of any buildings, structures and other improvements located on the Property and Suite prior to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposesProperty, without representation or warranty by Landlord. Such occupancy shall constitute Tenant's further acknowledgement TENANT ACKNOWLEDGES THAT LANDLORD (aWHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD MAKES NO BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT TO ANY OF THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO ITS FITNESS FOR USE, SUITABILITYUSE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LANDLORD'S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION. IT BEING AGREED THAT ALL SUCH RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable Landlord shall not be obligated to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing provide or pay for any improvement work or services related to the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OFTenant acknowledges that the Property is of its selection and to its specifications, AND LANDLORD DOES HEREBY DISCLAIMand that the Property has been inspected by Tenant and is satisfactory to it. In the event of any defect or deficiency in any of the Property of any nature, ANY AND ALL WARRANTIES BY LANDLORDwhether patent or latent, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE 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 DISCLAIMERLandlord shall not have any responsibility or liability with respect thereto or for any incidental or consequential damages (including strict liability in tort).
Appears in 1 contract
Samples: Standard Lease Agreement (Source Interlink Companies Inc)
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Xxxxxx acknowledges receipt and delivery of possession of the Suite Property and that Tenant Xxxxxx has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Xxxxxx has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) Tenant or an Affiliate of Tenant has previously operated the Property and has knowledge of its condition which is superior to that of Landlord, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION(B) fee simple title, NEGATION AND DISCLAIMERexcept where the Property is held under a ground lease, (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein, (C) to Tenant's knowledge the Improvements conform to all material Legal Requirements and all material Insurance Requirements, (D) all easements necessary or appropriate for the use or operation of the Property have been obtained, (E) all contractors and subcontractors retained by Tenant who have performed work on or supplied materials to the Property have been fully paid, and all materials to the Property have been fully paid for, (F) the Improvements constructed by Tenant or any Affiliate of Tenant have been completed in all material respects in a workmanlike manner of first class quality, and (G) all equipment necessary or appropriate for the use or operation of the Property has been installed and is presently operative in all material respects.
Appears in 1 contract
Samples: Golf Trust of America Inc
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) to Tenant's knowledge, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSIONfee simple title, NEGATION AND DISCLAIMERexcept where the Property is held under a ground lease, (both legal and equitable) is in Landlord, (B) Tenant has only the leasehold right of possession and use of the Property as provided herein, (C) to Tenant's knowledge, the Improvements conform to all material Legal Requirements and all material Insurance Requirements, (D) to Tenant's knowledge all easements necessary or appropriate for the use or operation of the Property have been obtained, (E) all contractors and subcontractors retained by Tenant who have performed work on or supplied materials to the Property have been fully paid, and all materials to the Property have been fully paid for, (F) the Improvements constructed by Tenant or any Affiliate of Tenant have been completed in all material respects in a workmanlike manner of first class quality, and (G) to Tenant's knowledge all equipment necessary or appropriate for the use or operation of the Property has been installed and is presently operative in all material respects.
Appears in 1 contract
Samples: Secondary Collateral Pledge Agreement (Golf Trust of America Inc)
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and Tenant accepts the Property in its "as is" condition, subject to the existing state of title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that Tenant has examined are visible or apparent on the Property, all applicable Legal Requirements, the lien of financing instruments, mortgages and otherwise has acquired knowledge deeds of the condition trust, and such other matters which would be disclosed by an inspection of the Property and Suite prior to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposesrecord title thereto or by an accurate survey thereof. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the SuiteTENANT REPRESENTS THAT IT OCCUPIES THE PROPERTY AND HAS FULLY INSPECTED THE PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORD'S AGENTS OR EMPLOYEES WITH RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION THEREOF. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE PROPERTY 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 THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. To the maximum extent permitted by law, however, Landlord hereby assigns to Tenant represents that the officers all of Tenant are knowledgeable Landlord's rights to proceed against any predecessor in title, as well as contractors and experienced suppliers for breaches of warranties or representations, or for latent defects in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OFLandlord shall fully cooperate with Tenant in the prosecution of any such claims, AND LANDLORD DOES HEREBY DISCLAIMin Landlord's or Tenant's name, ANY AND ALL WARRANTIES BY LANDLORDall at Tenant's sole cost and expense. Tenant shall indemnify, EXPRESS OR IMPLIEDdefend, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFand hold harmless Landlord from and against any loss, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISEthird-party cost, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMERdamage or liability (including reasonable attorneys' fees) incurred by Landlord in connection with such cooperation.
Appears in 1 contract
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) Tenant or an Affiliate of Tenant has previously operated the Property and has knowledge of its condition which is superior to that of Landlord, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION(B) fee simple title, NEGATION AND DISCLAIMERexcept where the Property is held under a ground lease, (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein, (C) to Tenant's knowledge the Improvements conform to all material Legal Requirements and all material Insurance Requirements, (D) all easements necessary or appropriate for the use or operation of the Property have been obtained,(E) all contractors and subcontractors retained by Tenant who have performed work on or supplied materials to the Property have been fully paid, and all materials to the Property have been fully paid for, (F) the Improvements constructed by Tenant or any Affiliate of Tenant have been completed in all material respects in a workmanlike manner of first class quality, and (G) all equipment necessary or appropriate for the use or operation of the Property has been installed and is presently operative in all material respects.
Appears in 1 contract
Samples: Lease (Golf Trust of America Inc)
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt and delivery of possession of the Suite and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. LANDLORD MAKES 3.6.1 CWI EXPRESSLY ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, THE PROPERTY IS BEING SOLD TO CWI IN AN “AS IS, WHERE IS” CONDITION AS OF THE CLOSING WITH NO WARRANTY REPRESENTATIONS OR REPRESENTATIONWARRANTIES FROM XXXXX, EITHER EXPRESS OR IMPLIED, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN RESPECT OF THE PROPERTY THIS AGREEMENT OR IN 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 OTHER DOCUMENTS TO BE BORNE DELIVERED BY TENANTXXXXX TO CWI AT CLOSING. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents CWI agrees that CWI is not relying upon, and has not received or been given, any representations (except for the officers representations and warranties expressly set forth in this Agreement or in any other documents to be delivered by Xxxxx to CWI at Closing), statements or warranties (oral or written, implied or express) of Tenant are knowledgeable and experienced or by any officer, employee, agent or representative of Xxxxx, or any salesperson or broker (if any) involved in the leasing of properties comparable this transaction, as to the Suite Property or any part or component thereof in any respect, including, but not limited to, any representations, statements or warranties as to the physical or environmental condition of the Property, the fitness of the Property for use as a hotel, the financial performance or potential of the Property, the compliance of the Property with applicable building, zoning, subdivision, environmental, life safety or land use laws, codes, ordinances, rules, orders, or regulations, or the state of repair of the Property, and CWI, for itself and its heirs, legal representatives, successors and assigns, waives any right to assert any claim or demand against Xxxxx at law or in equity relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, now existing or hereafter arising. Except for any title or survey matters created by Xxxxx in breach or default of this Agreement and/or matters resulting from Xxxxx’x fraud or intentional failure to disclose any such matters to Xxxxx’x Knowledge, CWI agrees that Tenant will it shall have no recourse whatsoever against Xxxxx, at law or in equity, should the ALTA Survey or the Title Policy fail to disclose any matter affecting the Property or reveal any such matter in an inaccurate, misleading or incomplete fashion or otherwise be relying in error. CWI acknowledges that it shall review the ALTA Survey and the Title Policy (as same may be marked at Closing) and to discuss their contents with the independent contractors who prepared or issued each of them. CWI accordingly agrees to look solely on Tenant's inspections to the preparer of the Suite ALTA Survey and/or the Title Company, as applicable for any claim arising out of or in leasing connection with such instruments and hereby releases Xxxxx from any such claim (except for such claims for which Xxxxx is expressly liable pursuant to the Property. 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 SUITE 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 DISCLAIMERterms of this Agreement and/or for or any claim that Xxxxx agrees to cure as set forth in this Agreement).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Carey Watermark Investors Inc)
Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) Tenant or an Affiliate of Tenant has previously operated the Property and has knowledge of its condition which is superior to that of Landlord, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION(B) fee simple title, NEGATION AND DISCLAIMERexcept where the Property is held under a ground lease, (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein, (C) to Tenant's knowledge the Improvements conform to all material Legal Requirements and all material Insurance Requirements, (D) except as specifically disclosed in the Agreement, all easements necessary or appropriate for the use or operation of the Property have been obtained, (E) all contractors and subcontractors retained by Tenant who have performed work on or supplied materials to the Property have been fully paid, and all materials to the Property have been fully paid for, (F) the Improvements constructed by Tenant or any Affiliate of Tenant have been completed in all material respects in a workmanlike manner of first class quality, and (G) all equipment necessary or appropriate for the use or operation of the Property has been installed and is presently operative in all material respects.
Appears in 1 contract
Samples: Lease (Golf Trust of America Inc)
