REPAIRED AND RESTORED TO COMPLY WITH APPLICABLE BUILDING, ZONING
AND LAND USE LAWS.
(G)
PARENT ACKNOWLEDGES AND AGREES THAT PARENT HAS HERETOFORE MADE AN
EXAMINATION OF THE REAL PROPERTY AND THAT, EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER SET FORTH HEREIN OR IN ANY
DOCUMENT DELIVERED BY THE STOCKHOLDER AT THE CLOSING, PARENT ACCEPTS THE REAL
PROPERTY ON AN "AS-IS, WHERE-IS" BASIS, "WITH ALL FAULTS" AND WITHOUT ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND
WHATSOEVER, WHETHER BY THE STOCKHOLDER, THE COMPANY OR ANYONE ACTING ON THEIR
BEHALF.
WITH RESPECT TO THE CONDITION OF TITLE TO THE FEE PROPERTY, PARENT
SHALL RELY SOLELY ON ANY TITLE INSURANCE COMMITMENT OR POLICY PROCURED BY PARENT
AND SHALL HAVE NO RECOURSE AGAINST THE STOCKHOLDER WITH RESPECT TO ANY DEFECT OR
CLAIM RELATING THERETO.
PARENT AGREES THAT EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER SET FORTH HEREIN, NEITHER THE
STOCKHOLDER, THE COMPANY, NOR THEIR RESPECTIVE AFFILIATES, EMPLOYEES, AGENTS,
ATTORNEYS, PARTNERS, OFFICERS, DIRECTORS OR ADVISORS, HAVE MADE TO PARENT OR ITS
REPRESENTATIVES ANY VERBAL OR WRITTEN
19
REPRESENTATIONS, WARRANTIES OR STATEMENTS OF ANY NATURE OR KIND WHATSOEVER WITH
RESPECT TO ANY REAL PROPERTY WHETHER EXPRESSED OR IMPLIED, AND, IN PARTICULAR,
THAT NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE WITH RESPECT TO (I) THE
ZONING AND OTHER SUCH LAWS, ORDINANCES, REGULATIONS AND RULES APPLICABLE TO ANY
OF THE REAL PROPERTY OR THE USE OF THE REAL PROPERTY OR THE COMPLIANCE OF SUCH
REAL PROPERTY THEREWITH, OR (II) THE QUANTITY, QUALITY OR CONDITION OF ANY
FIXTURES LOCATED ON ANY OF THE REAL PROPERTY.
COPIES OF ALL TITLE INSURANCE
POLICIES AND TITLE REPORTS IN THE POSSESSION OR CONTROL OF THE STOCKHOLDER OR
THE COMPANY WHICH RELATE TO THE REAL PROPERTY HAVE BEEN DELIVERED OR MADE
AVAILABLE TO PARENT.
5.7
PERSONAL PROPERTY.
EXCEPT (A) AS SET FORTH IN SCHEDULE 5.7 OR ANY
OTHER SCHEDULE HERETO, (B) FOR TAXES NOT YET PAST DUE, AND (C) FOR WORKMEN,
REPAIRMEN, WAREHOUSEMEN, CUSTOMER, EMPLOYEE AND CARRIERS AND SIMILAR LIENS
ARISING IN THE ORDINARY COURSE OF BUSINESS (COLLECTIVELY, "PERMITTED LIENS"),
THE COMPANY HAS GOOD AND MARKETABLE TITLE TO ALL OF ITS MATERIAL TANGIBLE
PERSONAL PROPERTY, FREE AND CLEAR OF ALL LIENS AND HAS THE RIGHT UNDER VALID AND
SUBSISTING LEASES TO POSSESS AS LESSEE ALL OF THE MATERIAL ITEMS OF TANGIBLE
PERSONAL PROPERTY LEASED BY THE COMPANY.
EXCEPT AS SET FORTH ON SCHEDULE 5.7,
ALL TANGIBLE PERSONAL PROPERTY OF THE COMPANY WHICH IS MATERIAL TO THE BUSINESS
AND HAS BEEN MAINTAINED IN ACCORDANCE WITH REASONABLE MAINTENANCE STANDARDS IN
THE ORDINARY COURSE OF BUSINESS AND IS PHYSICALLY LOCATED AT OR ABOUT THE PLACES
OF BUSINESS OF THE COMPANY.
THE TANGIBLE PERSONAL PROPERTY OWNED OR LEASED BY
THE COMPANY AND LOCATED AT THE FEE PROPERTY IS SUFFICIENT IN ALL MATERIAL
RESPECTS TO CONDUCT THE BUSINESS AS IT IS PRESENTLY CONDUCTED BY THE COMPANY.
OTHER THAN AS EXPRESSLY PROVIDED ABOVE, NO REPRESENTATION OR WARRANTY IS MADE
WITH RESPECT TO THE OPERATING CONDITION OF ANY ITEM OF TANGIBLE