of (a) any environmental condition existing at the Facility prior to
the Commencement Date, (b) Landlord's gross negligence or willful misconduct,
(c) any release from or onto the Facility that is caused by the contamination
from an adjacent property that is not owned by Tenant or any Affiliate of Tenant
or (d) any acts or omissions by Landlord when fulfilling its obligations under
Section 7.1.2.
(vi)
Tenant agrees to be solely responsible for the proper disposal of all medical,
infectious and hazardous waste that is generated by Tenant in the Premises and
to indemnify and hold Landlord and all of Landlord's affiliates and their
respective agents and employees, harmless against and from all liabilities,
obligations, damages, penalties, claims, costs, charges and expenses (including,
without limitation, reasonable attorney's fees) which may be imposed upon,
incurred by, or asserted against Landlord in connection with the generation,
existence and disposal by Tenant of such medical, infectious and/or hazardous
waste and the removal thereof from the Premises.
Tenant agrees to comply with
all laws, ordinances, orders, rules and regulations of any governmental or
regulatory agency with respect to the generation, existence, removal and
disposal of any such medical, infectious and/or hazardous waste generated by
Tenant in the Premises.
22.
Limitations on Recourse.
In no event shall either Landlord or
Tenant ever be liable to the other for any indirect or consequential damages
resulting from any cause whatsoever.
Further, Tenant hereby acknowledges and
agrees that Tenant's sole recourse against Landlord, and any successor to the
interest of Landlord in the Premises, is to the interest of Landlord, and any
such successor, in the Premises.
23.
Lease "As Is".
IN THE EVENT TENANT ELECTS TO PROCEED WITH THE
TRANSACTION PROVIDED FOR HEREIN AT THE END OF THE DUE DILIGENCE PERIOD, THEN THE
SAME SHALL BE DEEMED TO BE TENANT'S REPRESENTATION THAT TENANT
ACKNOWLEDGES AND
REPRESENTS TO LANDLORD THAT TENANT IS THEN ACCEPTING ITS INTEREST IN, AND
POSSESSION OF, THE FACILITY IN ITS PRESENT CONDITION "AS IS" ("PRESENT
CONDITION"), INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL CONDITION OF THE
FACILITY, TITLE TO THE REAL PROPERTY AS SHOWN IN THE PUBLIC RECORDS AND BY
INSPECTIONS THEREOF, AND ALL GOVERNMENTAL LAWS, RULES, AND REGULATIONS AFFECTING
OR RELATED TO THE FACILITY, INCLUDING, BUT NOT LIMITED TO, BUILDING AND SAFETY
CODES, INCLUDING ANY PRESENTLY EXISTING VIOLATIONS THEREOF, ZONING ORDINANCES,
LAND USE RESTRICTIONS AND REGULATIONS, AND OTHER SUCH MATTERS.
TENANT
ACKNOWLEDGES AND REPRESENTS TO LANDLORD THAT NEITHER LANDLORD NOR ANY AGENT OR
REPRESENTATIVE OF LANDLORD HAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT
TO THE FACILITY OR ANY PART THEREOF.
THE TAKING OF POSSESSION OF THE FACILITY
BY TENANT SHALL CONCLUSIVELY ESTABLISH THAT THE FACILITY AT THAT TIME WAS IN
SATISFACTORY CONDITION. TENANT HAS INSPECTED THE FACILITY AND HAS SATISFIED
ITSELF REGARDING ITS PHYSICAL CONDITION.
EXCEPT AS OTHERWISE SET FORTH
HEREIN, LANDLORD HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
NOR DOES LANDLORD MAKE ANY HEREIN REGARDING THE CONDITION OF THE FACILITY OR ANY
PART THEREOF INCLUDING WITHOUT LIMITATION THE STRUCTURAL