under the Laws of Delaware and has due
authority to enter into this Lease, and all organizational action requisite for
the execution and delivery of this Lease has been taken. The signatories to this
Lease on behalf of Tenant and Landlord have each been duly authorized to execute
and deliver this Lease.
49.
Effect of Delivery of This Lease. Landlord has delivered a copy of this
Lease to Tenant for Tenant's review only, and the delivery hereof does not
constitute an offer to Tenant or an option to be exercised by Tenant. This Lease
shall not be effective until a copy of this Lease executed by both Landlord and
Tenant is delivered by Landlord to Tenant.
50.
WAIVER OF WARRANTIES AND ACCEPTANCE OF CONDITION. TENANT ACKNOWLEDGES
AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, TENANT
HAS AGREED TO ACCEPT THE PREMISES IN "AS IS" CONDITION, AND NEITHER LANDLORD NOR
ANY LANDLORD RELATED PARTY HAS MADE ANY REPRESENTATION OR WARRANTY, EITHER
EXPRESS OR IMPLIED, AS TO THE HABITABILITY, MERCHANTABILITY, SUITABILITY,
QUALITY, CONDITION OR FITNESS FOR ANY PARTICULAR PURPOSE WITH REGARD TO THE
PREMISES OR THE COMPLEX AND THAT THIS LEASE CONSTITUTES THE FULL AND FINAL
AGREEMENT OF LANDLORD AND TENANT WITH RESPECT TO THIS LEASE OF SPACE IN THE
BUILDING BY TENANT. TENANT HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY
CLAIM OR CAUSE OF ACTION BASED UPON ANY WARRANTIES, EITHER EXPRESS OR IMPLIED,
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, AS TO HABITABILITY,
MERCHANTABILITY, SUITABILITY, QUALITY, CONDITION OR FITNESS FOR ANY PARTICULAR
PURPOSE WITH REGARD TO THE PREMISES OR THE COMPLEX. TENANT FURTHER REPRESENTS
AND WARRANTS TO LANDLORD THAT TENANT HAS HAD AN OPPORTUNITY TO MEASURE THE
ACTUAL DIMENSIONS OF THE PREMISES AND THE BUILDING AND AGREES TO THE SQUARE
FOOTAGE CALCULATIONS SET FORTH IN DEFINITIONS OF THE "PREMISES", "RENTABLE AREA
OF THE BUILDING" AND "RENTABLE AREA OF THE PREMISES" FOR ALL PURPOSES. TENANT'S
TAKING POSSESSION OF THE PREMISES SHALL BE CONCLUSIVE EVIDENCE THAT (a) TENANT
HAS INSPECTED (OR HAS CAUSED TO BE INSPECTED) THE PREMISES AND THE COMPLEX,
(b) TENANT ACCEPTS THE PREMISES AND THE COMPLEX AS BEING IN GOOD AND
SATISFACTORY CONDITION AND SUITABLE FOR TENANT'S PURPOSES, AND (c) THE PREMISES
AND THE COMPLEX FULLY COMPLY WITH LANDLORD'S COVENANTS AND OBLIGATIONS
HEREUNDER.
51.
Merger of Estates. The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not constitute a merger of the
Landlord's fee estate in the Property and the leasehold interest created hereby;
and upon such surrender or cancellation of this Lease, Landlord shall have the
option, in Landlord's sole discretion, to (a) either terminate all or any
existing subleases or subtenancies, or (b) assume Tenant's interest in any or
all subleases or subtenancies.
52.
Survival of Indemnities and Covenants. Any and all indemnities of
Landlord or Tenant and any and all covenants of Landlord or Tenant not fully
performed on the date of the expiration or termination of this Lease shall
survive such expiration or