Common use of As-Is Condition Clause in Contracts

As-Is Condition. To the maximum extent permitted by applicable law and except for any representations or warranties provided by Seller as set forth in Section 6 hereof and any warranties of title contained in the documents to be delivered by Seller at Closing (collectively, the “Seller’s Warranties”), this sale is made and will be made without representation, covenant or warranty of any kind (whether express or implied) by Seller, and Purchaser accepts the Property on an “AS IS” and “WHERE IS” basis with all faults and without any representation or warranty, all of which Seller hereby disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, no warranty or representation is made by Seller as to the fitness for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, absence of Hazardous Materials (as defined below), absence of faults, flooding or compliance with laws and regulations, including, without limitation, those relating to health, safety and the environment. Purchaser acknowledges that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic use, compliance and other legal conditions of the Property and that, other than Seller’s Warranties, Purchaser is not relying and will not later rely, upon any representation and warranties made by Seller or anyone acting or claiming to act by, through, under or on Seller’s behalf concerning the Property. The provisions of this Section 14 shall survive indefinitely any Closing or termination of this Agreement and shall not be merged into the deed provided by Seller to Purchaser at Closing.

As-Is Condition. To the maximum extent permitted by applicable law and except Except for any representations or warranties provided by the Seller as set forth in Section 6 hereof herein and any warranties of title contained in the documents to be deed or the Lease Termination Agreement executed and delivered by Seller at Closing (collectively, the “Seller’s Warranties”), this sale is made and will be made without representation, covenant or warranty of any kind (whether express or implied) by Seller, Seller and Purchaser accepts the Property on an in its “AS IS” and “WHERE IS” basis condition with all faults and without any representation or warranty, all of which Seller hereby expressly disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, Seller makes no warranty or representation is made by Seller as to the fitness of the Property for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, absence of Hazardous Materials (as defined below)environmental conditions, absence of faults, flooding or compliance with laws and regulations, including, without limitation, those relating to health, safety and the environment. Purchaser acknowledges that Purchaser has entered into this Agreement as a tenant in sole and exclusive possession of the Property and with the intention of making and relying upon its own investigation of the physical, environmental, economic use, compliance and other legal conditions of the Property and that, other than Seller’s Warranties, Purchaser is not relying and will not later rely, rely upon any representation and warranties made by Seller or anyone acting or claiming to act by, through, under or on Seller’s behalf concerning pertaining to the Property. Seller makes no warranty with respect to the presence of Hazardous Materials (as hereinafter defined) on, above or beneath the Property (or any parcel in proximity thereto) or in any water on or under the Property. Purchaser’s closing hereunder shall be deemed to constitute an express waiver of Purchaser’s right to cause Seller to be joined in any action brought under any Environmental Laws (as hereinafter defined). The term “Hazardous Materials” shall mean (a) those substances included within the definitions of any one or more of the terms “hazardous materials,” “hazardous wastes,” “hazardous substances,” “industrial wastes,” and “toxic pollutants,” as such terms are defined under the Environmental Laws, or any of them, (b) petroleum and petroleum products, including, without limitation, crude oil and any fractions thereof, (c) natural gas, synthetic gas and any mixtures thereof, (d) asbestos and or any material which contains any hydrated mineral silicate, including, without limitation, chrysotile, amosite, crocidolite, tremolite, anthophylite and/or actinolite, whether friable or non-friable, (e) polychlorinated biphenyl (“PCBs”) or PCB-containing materials or fluids, (f) radon, (g) any other hazardous or radioactive substance, material, pollutant, contaminant or waste, and (h) any other substance with respect to which any Environmental Law or governmental authority requires environmental investigation, monitoring or remediation. The term “Environmental Laws” shall mean all federal, state and local laws, statutes, ordinances and regulations, now or hereafter in effect, in each case as amended or supplemented from time to time, including, without limitation, all applicable judicial or administrative orders, applicable consent decrees and binding judgments relating to the regulation and protection of human health, safety, the environment and natural resources (including, without limitation, ambient air, surface, water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §§ 9601, et seq.), the Hazardous Material Transportation Act, as amended (49 U.S.C. §§ 1801, et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. §§ 136, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S. §§ 6901, et seq.) (“RCRA”), the Toxic Substance Control Act, as amended (42 U.S.C. §§ 7401, et seq.), the Clean Air Act, as amended (42 U.S.C. §§ 7401, et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §§ 1251, et seq.), the Occupational Safety and Health Act, as amended (29 U.S.C. §§ 651, et seq.), the Safe Drinking Water Act, as amended (42 U.S.C. §§ 300f, et seq.), any state or local environmental law or counterpart or equivalent of any of the foregoing, and any Federal, state or local transfer of ownership notification or approval statutes. The provisions of this Section 14 shall survive indefinitely any the Closing or termination of this Agreement and shall not be merged into any documents executed and delivered at Closing. Purchaser hereby waives, releases, acquits, and forever discharge Seller, its officers, directors, shareholders, members, managers, partners, employees or agents, or any other person acting on behalf of Seller, of and from any and all from all loss, liability, cost and expenses, including without limitation, attorney’s fees and amounts paid in settlement, arising out of or in connection with any and all claims, actions, causes of action, demands, rights, damages, costs, expenses, or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Purchaser now has or may have or which may arise in the deed provided future on account of or in any way arising out of or in connection with any Hazardous Materials on, in, under, from, or affecting or otherwise resulting from operations or activities on the Property, or any Environmental Laws. To the fullest extent permitted by law, Purchaser waives any and all rights and benefits which it may have by virtue of any Federal, state or local law or regulation to receive any disclosures, statements, materials or other information from Seller in connection with this sale or the Property. Purchaser is a tenant in the Property and is an experienced and sophisticated real estate investor, is represented by counsel, and counsel explained to Purchaser at Closingthe consequences of the foregoing waiver. Purchaser acknowledges and agrees that the waivers, releases, and other provisions contained in this Section 14 are a material factor in Seller’s acceptance of the Purchase Price and that Seller is unwilling to sell the Property to Purchaser unless Seller is released as expressly set forth above. Purchaser has fully reviewed the disclaimers, releases and waivers set forth in this Agreement and understands and accepts the significance and effect thereof.

As-Is Condition. To the maximum extent permitted by applicable law and except Except for any representations or warranties provided by the Seller as set forth in Section 6 hereof herein and any warranties of title contained in any of the documents to be deeds or the Lease Termination Agreement executed and delivered by Seller at Closing (collectively, the “Seller’s Warranties”), this sale is made and will be made without representation, covenant or warranty of any kind (whether express or implied) by Seller, Seller and Purchaser accepts the Property on an in its “AS IS” and “WHERE IS” basis condition with all faults and without any representation or warranty, all of which Seller hereby expressly disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, Seller makes no warranty or representation is made by Seller as to the fitness of the Property for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, absence of Hazardous Materials (as defined below)environmental conditions, absence of faults, flooding or compliance with laws and regulations, including, without limitation, those relating to health, safety and the environment. Purchaser acknowledges that Purchaser has entered into this Agreement as a tenant in sole and exclusive possession of the Property and with the intention of making and relying upon its own investigation of the physical, environmental, economic use, compliance and other legal conditions of the Property and that, other than Seller’s Warranties, Purchaser is not relying and will not later rely, rely upon any representation and warranties made by Seller or anyone acting or claiming to act by, through, under or on Seller’s behalf concerning pertaining to the Property. Seller makes no warranty with respect to the presence of Hazardous Materials (as hereinafter defined) on, above or beneath the Property (or any parcel in proximity thereto) or in any water on or under the Property. Purchaser’s closing hereunder shall be deemed to constitute an express waiver of Purchaser’s right to cause Seller to be joined in any action brought under any Environmental Laws (as hereinafter defined). The term “Hazardous Materials” shall mean (a) those substances included within the definitions of any one or more of the terms “hazardous materials,” “hazardous wastes,” “hazardous substances,” “industrial wastes,” and “toxic pollutants,” as such terms are defined under the Environmental Laws, or any of them, (b) petroleum and petroleum products, including, without limitation, crude oil and any fractions thereof, (c) natural gas, synthetic gas and any mixtures thereof, (d) asbestos and or any material which contains any hydrated mineral silicate, including, without limitation, chrysotile, amosite, crocidolite, tremolite, anthophylite and/or actinolite, whether friable or non-friable, (e) polychlorinated biphenyl (“PCBs”) or PCB-containing materials or fluids, (f) radon, (g) any other hazardous or radioactive substance, material, pollutant, contaminant or waste, and (h) any other substance with respect to which any Environmental Law or governmental authority requires environmental investigation, monitoring or remediation. The term “Environmental Laws” shall mean all federal, state and local laws, statutes, ordinances and regulations, now or hereafter in effect, in each case as amended or supplemented from time to time, including, without limitation, all applicable judicial or administrative orders, applicable consent decrees and binding judgments relating to the regulation and protection of human health, safety, the environment and natural resources (including, without limitation, ambient air, surface, water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §§ 9601, et seq.), the Hazardous Material Transportation Act, as amended (49 U.S.C. §§ 1801, et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. §§ 136, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S. §§ 6901, et seq.) (“RCRA”), the Toxic Substance Control Act, as amended (42 U.S.C. §§ 7401, et seq.), the Clean Air Act, as amended (42 U.S.C. §§ 7401, et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §§ 1251, et seq.), the Occupational Safety and Health Act, as amended (29 U.S.C. §§ 651, et seq.), the Safe Drinking Water Act, as amended (42 U.S.C. §§ 300f, et seq.), any state or local environmental law or counterpart or equivalent of any of the foregoing, and any Federal, state or local transfer of ownership notification or approval statutes. The provisions of this Section 14 shall survive indefinitely any the Closing or termination of this Agreement and shall not be merged into any documents executed and delivered at Closing. Purchaser hereby waives, releases, acquits, and forever discharge Seller, its officers, directors, shareholders, members, managers, partners, employees or agents, or any other person acting on behalf of Seller, of and from any and all from all loss, liability, cost and expenses, including without limitation, attorney’s fees and amounts paid in settlement, arising out of or in connection with any and all claims, actions, causes of action, demands, rights, damages, costs, expenses, or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Purchaser now has or may have or which may arise in the deed provided future on account of or in any way arising out of or in connection with any Hazardous Materials on, in, under, from, or affecting or otherwise resulting from operations or activities on the Property, or any Environmental Laws. To the fullest extent permitted by law, Purchaser waives any and all rights and benefits which it may have by virtue of any Federal, state or local law or regulation to receive any disclosures, statements, materials or other information from Seller in connection with this sale or the Property. Purchaser is a tenant in the Property and is an experienced and sophisticated real estate investor, is represented by counsel, and counsel explained to Purchaser at Closingthe consequences of the foregoing waiver. Purchaser acknowledges and agrees that the waivers, releases, and other provisions contained in this Section 14 are a material factor in Seller’s acceptance of the Purchase Price and that Seller is unwilling to sell the Property to Purchaser unless Seller is released as expressly set forth above. Purchaser has fully reviewed the disclaimers, releases and waivers set forth in this Agreement and understands and accepts the significance and effect thereof.

As-Is Condition. To Buyer acknowledges and agrees that, except as expressly provided in this Agreement, neither Seller, nor any of its collective officers, employees, agents, servants, guests, contractors, representatives, or administrators, has made, and Seller is not liable for, responsible for, bound in any manner, and hereby disclaims any representations, warranties, covenants, agreements, obligations, guarantees, statements, information, or inducements pertaining to any part of the maximum extent permitted by applicable law and except for Property, the physical condition thereof, the fitness or quality thereof, the environmental condition thereof, or the presence of Hazardous Material (as defined herein) on, under or migrating from the Property, or any representations other matter or warranties provided by Seller thing whatsoever with respect to the Property. Except as expressly set forth in Section 6 hereof and any warranties of title contained in the documents to be delivered by Seller at Closing (collectivelythis Agreement, the “Seller’s Warranties”), this sale is made and will be made without representation, covenant or warranty of any kind (whether express or implied) by Seller, and Purchaser accepts Buyer shall accept the Property on an in its “AS AS-IS” and “WHERE IS” basis condition as of the date hereof, with all faults faults, and without any representation or warrantywarranty of any kind. Buyer represents that it is a knowledgeable, all experienced and sophisticated buyer of which Seller hereby disclaimsreal estate and that, except for as expressly set forth in this Agreement, it is relying solely on its own expertise and that of its consultants in purchasing the Property and shall make an independent verification of the accuracy of any documents and information provided by the Seller’s Warranties. Except for Seller’s Warranties, no warranty or representation is made by Seller as to the fitness for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, absence of Hazardous Materials (as defined below), absence of faults, flooding or compliance with laws and regulations, including, without limitation, those relating to health, safety and the environment. Purchaser Buyer acknowledges that Purchaser it, along with its agents and representatives, has entered into this Agreement with the intention of making been afforded a full opportunity and relying upon its own investigation of the physicalaccess to independently conduct such inspections, environmentalinvestigations, economic useexaminations, compliance analysis, and other legal conditions appraisals of the Property and thatany such other matters and to information and data relating to all of same as it deems necessary, prudent, appropriate or desirable to satisfy itself as to the condition of the Property for purposes of this transaction and the existence or non-existence or curative action to be taken with respect to same, and will rely solely upon same and not upon any information provided by or on behalf of the Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants as are expressly set forth in this Agreement. Upon Closing, Buyer shall assume the risk that adverse matters, including adverse environmental, natural resource, health or safety conditions, may not have been revealed by ▇▇▇▇▇’s inspections and investigations. Buyer, and anyone claiming through Buyer, hereby irrevocably and unconditionally releases the Seller’s Warranties, Purchaser is not relying and will not later relyits respective officers, upon shareholders, predecessors, successors and assigns and irrevocably and unconditionally waives all claims and liabilities from and against any representation and warranties made by Seller all losses, costs, claims, liabilities, expenses, demands or anyone acting obligations of any kind or claiming nature whatsoever, whether known or unknown and foreseen or unforeseen, attributable to act bythe Property, throughwhether arising or accruing before, on or after the Closing and whether attributable to events or circumstances which have heretofore or may hereafter occur, including all losses, costs, claims, liabilities, expenses, demands and obligations with respect to the physical or environmental condition of the Property including claims or liabilities relating to the presence, discharge, release, discovery or removal of any Hazardous Materials on, under or on Seller’s behalf concerning migrating from the Property. The provisions Property and any damage to, or assessment of costs for damage to, natural resources; provided, however, that the release and waiver set forth in this Section 14 section is not intended and shall survive indefinitely not be construed to affect or impair any rights or remedies that the Buyer may have against the Seller as a result of (i) a breach of any obligation set forth in this Agreement and that survives the Closing or termination pursuant to the express terms of this Agreement and shall (ii) any claim resulting from the Seller’s fraud. The releases contained in this Agreement include claims of which the Buyer is presently unaware or which the Buyer does not be merged into presently suspect to exist, which, if known by the deed provided Buyer, would materially affect the Buyer’s release of the Seller. The Buyer specifically waives the provisions of any law of any state, territory or jurisdiction the import of which is as follows: a general release does not extend to claims which the Buyer does not know or suspect to exist in the Buyer’s favor at the time of executing the release, which if known by Seller the Buyer may have materially affected the Buyer’s decision to Purchaser at Closinggive the release.

As-Is Condition. To Tenant acknowledges that pursuant to the maximum extent permitted by applicable law Existing Lease, through and except for including the date of this Amendment, the Premises have been under its control, subject to and in accordance with the terms and conditions of the Existing Lease. ▇▇▇▇▇▇ has had a full and complete opportunity to review and inspect all aspects of the Premises and the condition thereof. Notwithstanding any representations or warranties provided by Seller as set forth in Section 6 hereof and any warranties of title provision contained in the documents Existing Lease to be delivered by Seller at Closing the contrary, Tenant shall lease the Premises for the Extension Term “as-is”, “where is”, and in all respects in the condition in which the Premises are in as of the date of this Amendment, without any obligation on the part of Landlord to prepare or construct the Premises for Tenant’s occupancy, or, excepting only Landlord’s Extension Term Contribution (collectively, the “Seller’s Warranties”as hereinafter defined), this sale is made and will be made without representationto provide any allowances or inducements, covenant or warranty of to construct any kind (whether express additional work or implied) by Seller, and Purchaser accepts improvements therein or in the Property on an “AS IS” and “WHERE IS” basis with all faults Building and without any representation or warranty, all warranty (express or implied) on the part of which Seller hereby disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, no warranty or representation is made by Seller Landlord as to the fitness for any particular purposecondition of the Premises. Tenant shall, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, absence of Hazardous Materials at its own cost and expense (as defined belowexcepting only to the extent funded by the Landlord’s Extension Term Contribution), absence in accordance with and subject to the terms and provisions of faultsthe Lease, flooding perform or compliance cause to be performed any and all work and improvements necessary to prepare the Premises for occupancy by Tenant during the Extension Term. All of such work and improvements shall be considered to be Alterations, and shall be performed in accordance with laws the applicable terms and regulationsconditions of the Lease, including, without limitation, those relating to health, safety and the environment. Purchaser acknowledges that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation Section 6.2.5 of the physical, environmental, economic use, compliance and other legal conditions of the Property and that, other than Seller’s Warranties, Purchaser is not relying and will not later rely, upon any representation and warranties made by Seller or anyone acting or claiming to act by, through, under or on Seller’s behalf concerning the Property. The provisions of this Section 14 shall survive indefinitely any Closing or termination of this Agreement and shall not be merged into the deed provided by Seller to Purchaser at ClosingExisting Lease.

As-Is Condition. To the maximum extent permitted by applicable law and except for any representations or warranties provided by Seller Except as otherwise expressly set forth in Section 6 hereof this Agreement, and any warranties of title contained in the documents subject to be delivered by Seller at Closing (collectively, the “Seller’s Warranties”), this sale is made and will be made without representation, covenant or warranty of any kind (whether express or implied) by Seller, and Purchaser accepts the Property on an “AS IS” and “WHERE IS” basis with all faults and without any representation or warranty, all of which Seller hereby disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, no warranty or representation is made by Seller as to the fitness for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, absence of Hazardous Materials (as defined below), absence of faults, flooding or compliance with laws and regulations, including, without limitation, those relating to health, safety and the environment. Purchaser acknowledges that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic use, compliance and other legal conditions of the Property and that, other than Seller’s Warranties, Purchaser is not relying and will not later rely, upon any representation representations and warranties made by Seller or anyone acting or claiming to act by, through, under or on Seller’s behalf concerning the Property. The provisions of this Section 14 shall survive indefinitely any Closing or termination of set forth in this Agreement and shall not be merged into the deed provided in any document delivered by Seller to Purchaser at Closing pursuant to this Agreement, (i) Purchaser is purchasing the Property in its existing condition, “AS-IS, WHERE-IS, WITH ALL FAULTS,” and upon the Closing Date (as defined below) (or such earlier time as set forth in this Agreement) has made or has waived all inspections and investigations of the Property which Purchaser believes are necessary to protect its own interest in, and its contemplated use of, the Property; and (ii) Purchaser acknowledges and agrees that Purchaser is purchasing the Property subject to all existing conditions, latent or patent, and applicable laws, rules, regulations, codes, ordinances and orders and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Purchaser hereunder nor shall the Purchase Price be reduced as a consequence thereof. Purchaser further represents and warrants that, except for any representations and warranties expressly made by Seller in this Agreement and any representations and warranties 3877973.10 made in the documents executed by Seller at Closing pursuant to this Agreement, Purchaser shall acquire the Property solely upon the basis of Purchaser’s independent inspection and investigation of the Property, including without limitation: (a) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Property or any aspect or portion thereof; (b) the income potential, or rights of or relating to, the Property or its use, habitability, merchantability, or fitness, or the suitability, value or adequacy of such Property for any particular purpose; (c) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including the Americans With Disabilities Act); or (d) the presence or absence of hazardous substances on, in, under, above or about the Property or any adjoining or neighboring property. Except as otherwise provided in this Agreement, Purchaser further agrees that it is acquiring ownership of the Property subject to whatever conditions exist as of Closing, including physical, environmental and title conditions. Except as otherwise provided in this Agreement, Seller shall not be liable to Purchaser for any condition existing on the Property as of Closing, and Purchaser shall undertake whatever investigation Purchaser deems appropriate before the expiration of the Inspection Period.