Common use of Condition of the Leased Premises Clause in Contracts

Condition of the Leased Premises. (a) EXCEPT AS PROVIDED IN SECTION 10.4, TENANT HEREBY ACKNOWLEDGES THAT TENANT IS LEASING THE LEASED PREMISES, AND THE LEASED PREMISES SHALL BE LEASED TO TENANT, “AS IS, WHERE IS, AND WITH ALL FAULTS” AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF LANDLORD, INCLUDING, WITHOUT LIMITATION, ANY RELATED TO COMPLIANCE WITH OR LIABILITIES UNDER ENVIRONMENTAL LAW. (b) WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE PRECEDING SECTIONS 1.2(A), EXCEPT AS PROVIDED IN SECTION 10.4, TENANT SPECIFICALLY ACKNOWLEDGES AND AGREES THAT TENANT HEREBY WAIVES AND RELEASES ANY CLAIM TENANT HAS, MIGHT HAVE HAD, OR MAY HAVE AGAINST LANDLORD WITH RESPECT TO: THE CONDITION OF THE LEASED PREMISES, WHETHER SUCH CONDITION IS PATENT OR LATENT; COMPLIANCE WITH OR LIABILITIES UNDER ENVIRONMENTAL LAW; AND ANY OTHER STATE OF FACTS WHICH EXIST WITH RESPECT TO THE LEASED PREMISES. NOTWITHSTANDING THE FOREGOING, TENANT DOES NOT WAIVE ANY SUCH CLAIM RELATED TO THE CONDITION OF THE EXCLUDED ASSETS. (c) For purposes of this Lease: (i) the term “Environmental Law” means all Laws that regulate activities, conditions, or substances because of their effect or potential effect on public health and welfare and the environment, including those relating to the emission, discharge, release, treatment, storage, disposal, or transport of chemicals, wastes, or other materials, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 321, et seq., the Oil Pollution Act, 33 U.S.C. §§ 2702, et seq., the Clean Water Act, 33 U.S.C. §§ 1251, et seq., the Clean Air Act, 42 U.S.C. §§ 7401, et seq., the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq., and the Endangered Species Act, 16 U.S.C. §§1531 et seq. and their state and local counterparts, if any; and (ii) the term “Laws” means all “statutes, rules, orders, ordinances, principles of common law, or other requirements of any governmental or quasi-governmental entity.

Condition of the Leased Premises. (a) EXCEPT AS PROVIDED IN SECTION 10.4, TENANT HEREBY ACKNOWLEDGES THAT TENANT IS LEASING THE LEASED PREMISES, AND THE LEASED PREMISES SHALL BE LEASED TO TENANT, “AS IS, WHERE IS, AND WITH ALL FAULTS” AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF LANDLORD, INCLUDING, WITHOUT LIMITATION, ANY RELATED TO COMPLIANCE WITH OR LIABILITIES UNDER ENVIRONMENTAL LAW. (b) WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE PRECEDING SECTIONS 1.2(A), EXCEPT AS PROVIDED IN SECTION 10.4, TENANT SPECIFICALLY ACKNOWLEDGES AND AGREES THAT TENANT HEREBY WAIVES AND RELEASES ANY CLAIM TENANT HAS, MIGHT HAVE HAD, OR MAY HAVE AGAINST LANDLORD WITH RESPECT TO: THE CONDITION OF THE LEASED PREMISES, EXCEPT FOR ANY ARISING UNDER THE EXPRESS PROVISIONS OF THE RELATED AGREEMENTS, WHETHER SUCH CONDITION IS PATENT OR LATENT; COMPLIANCE WITH OR LIABILITIES UNDER ENVIRONMENTAL LAW; AND ANY OTHER STATE OF FACTS WHICH EXIST WITH RESPECT TO THE LEASED PREMISES. NOTWITHSTANDING THE FOREGOING, TENANT DOES NOT WAIVE ANY SUCH CLAIM RELATED TO THE CONDITION OF THE EXCLUDED ASSETS. (c) For purposes of this Lease: (i) the term “Environmental Law” means all Laws that regulate activities, conditions, or substances because of their effect or potential effect on public health and welfare and the environment, including those relating to the emission, discharge, release, treatment, storage, disposal, or transport of chemicals, wastes, or other materials, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 321, et seq., the Oil Pollution Act, 33 U.S.C. §§ 2702, et seq., the Clean Water Act, 33 U.S.C. §§ 1251, et seq., the Clean Air Act, 42 U.S.C. §§ 7401, et seq., the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq., and the Endangered Species Act, 16 U.S.C. §§1531 et seq. and their state and local counterparts, if any; and (ii) the term “Laws” means all “statutes, rules, orders, ordinances, principles of common law, or other requirements of any governmental or quasi-governmental entity.

Condition of the Leased Premises. (a) EXCEPT AS PROVIDED IN SECTION 10.4In fulfillment of the purposes of Health and Safety Code Section 25359.7(a), TENANT HEREBY ACKNOWLEDGES THAT TENANT IS LEASING THE LEASED PREMISESLessor hereby represents and warrants that it has no knowledge, AND THE LEASED PREMISES SHALL BE LEASED TO TENANTand has no reasonable cause to believe, “AS ISthat any release of Hazardous Materials has come to be located on or beneath the Leased Premises, WHERE ISexcept as previously disclosed to Lessee, AND WITH ALL FAULTS” AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIESand that Lessor has disclosed in writing expressly identifying such Hazardous Materials, REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF LANDLORD, INCLUDING, WITHOUT LIMITATION, ANY RELATED TO COMPLIANCE WITH OR LIABILITIES UNDER ENVIRONMENTAL LAWall such information concerning Hazardous Materials to Lessee. (b) WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE PRECEDING SECTIONS 1.2(A)“AS IS” CONVEYANCE. ▇▇▇▇▇▇ acknowledges and agrees that prior to the Commencement Date, EXCEPT AS PROVIDED IN SECTION 10.4Lessee, TENANT SPECIFICALLY ACKNOWLEDGES AND AGREES THAT TENANT HEREBY WAIVES AND RELEASES ANY CLAIM TENANT HASand its agents, MIGHT HAVE HADperformed certain testing and testing work, OR MAY HAVE AGAINST LANDLORD WITH RESPECT TO: THE CONDITION OF THE LEASED PREMISESand otherwise had access to the Leased Premises pursuant to the License Agreement and other agreements with Lessor. ▇▇▇▇▇▇ accepts the Leased Premises as of the Commencement Date in its “AS-IS” condition as of such date, WHETHER SUCH CONDITION IS PATENT OR LATENT; COMPLIANCE WITH OR LIABILITIES UNDER ENVIRONMENTAL LAW; AND ANY OTHER STATE OF FACTS WHICH EXIST WITH RESPECT TO THE LEASED PREMISES. NOTWITHSTANDING THE FOREGOINGwith no warranties or representations, TENANT DOES NOT WAIVE ANY SUCH CLAIM RELATED TO THE CONDITION OF THE EXCLUDED ASSETS. (c) For purposes express or implied concerning the condition of this Lease: (i) the term “Environmental Law” means all Laws that regulate activities, conditions, or substances because of their effect or potential effect on public health and welfare and the environmentLeased Premises, including those relating the presence or absence of any Hazardous Materials (other than as expressly set forth herein). Lessee hereby agrees and acknowledges that Lessor has not made any representation as to any matters concerning the emission, discharge, release, treatment, storage, disposal, or transport of chemicals, wastes, or other materialsLeased Premises, including without limitation: (a) the quality, nature, adequacy and physical condition of the Comprehensive Environmental ResponseLeased Premises (including, Compensation without limitation, topography, climate, air, water rights, water, gas, electricity, utility services, grading, drainage, sewers, access to public roads and Liability Actrelated conditions); (b) the quality, 42 U.S.C. § 9601nature, et seq.adequacy, and physical condition of soils, geology and groundwater; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§ 321, et seq., development potential of the Oil Pollution Act, 33 U.S.C. §§ 2702, et seq., the Clean Water Act, 33 U.S.C. §§ 1251, et seq., the Clean Air Act, 42 U.S.C. §§ 7401, et seq., the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.Leased Premises, and the Endangered Species ActLeased Premises' use, 16 U.S.C. §§1531 et seq. and their state and local counterpartshabitability, if anymerchantability, or fitness, suitability, value or adequacy of the Leased Premises for any particular purpose; (d) the presence or absence of Hazardous Materials on, under or about the adjoining or neighboring property; (e) the condition of title to the Leased Premises; and (iif) the term “Laws” means all “statutes, rules, orders, ordinances, principles of common lawany infrastructure improvements, or any other requirements site work performed by or on behalf of Lessor prior to the Commencement Date. Lessee affirms that Lessee has not relied on the skill or judgment of Lessor or any governmental of its agents, employees or quasi-governmental entitycontractors to select or furnish the Leased Premises for any particular purpose, and that Lessor makes no warranty that the Leased Premises are fit for any particular purpose, including but not limited to, the development of the Improvements. Lessee acknowledges that it used its independent judgment and made its own determination as to the scope and breadth of its due diligence investigation which it made relative to the Leased Premises, and relied upon its own investigation of the physical, environmental, economic and legal condition of the Leased Premises (including, without limitation, whether the Leased Premises are located in any area which is designated as a special flood hazard area, dam failure inundation area, earthquake fault zone, seismic hazard zone, high fire severity area or wildland fire area, by any federal, state or local agency). Lessee undertakes and assumes all risks associated with all matters pertaining to the Leased Premises' location in any area designated as a special flood hazard area, dam failure inundation area, earthquake fault zone, seismic hazard zone, high fire severity area or wildland fire area, by any federal, state or local agency.