in the Purchase Agreement) shall
conclusively establish that the Premises, the Building and the Project were at
such time in good, sanitary and satisfactory condition and repair. From and
after the Commencement Date, Tenant may access and occupy any portions of the
Property.
4.2.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS
EXPRESSLY UNDERSTOOD AND AGREED THAT LANDLORD IS LEASING THE PREMISES "AS IS"
AND "WHERE IS," AND WITH ALL FAULTS, AND THAT LANDLORD IS MAKING NO
REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW
OR OTHERWISE, WITH RESPECT TO THE QUALITY OR PHYSICAL CONDITION OF THE PREMISES,
THE INCOME OR EXPENSES FROM OR OF THE PREMISES, OR THE COMPLIANCE OF THE
PREMISES WITH APPLICABLE BUILDING OR FIRE CODES, ENVIRONMENTAL LAWS OR OTHER
LAWS, RULES, ORDERS OR REGULATIONS. WITHOUT LIMITING THE FOREGOING, IT IS
UNDERSTOOD AND AGREED THAT LANDLORD MAKES NO WARRANTY WITH RESPECT TO THE
HABITABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
TENANT AGREES THAT IT ASSUMES FULL RESPONSIBILITY FOR, AND THAT IT HAS PERFORMED
EXAMINATIONS AND INVESTIGATIONS OF THE PREMISES, INCLUDING SPECIFICALLY, WITHOUT
LIMITATION, EXAMINATIONS AND INVESTIGATIONS FOR THE PRESENCE OF ASBESTOS, PCBS
AND OTHER HAZARDOUS SUBSTANCES, MATERIALS AND WASTES (AS THOSE TERMS MAY BE
DEFINED HEREIN OR BY APPLICABLE FEDERAL OR STATE LAWS, RULES OR REGULATIONS) ON
OR IN THE PREMISES. WITHOUT LIMITING THE FOREGOING, TENANT IRREVOCABLY WAIVES
ALL CLAIMS AGAINST LANDLORD WITH RESPECT TO ANY ENVIRONMENTAL CONDITION,
INCLUDING CONTRIBUTION AND INDEMNITY CLAIMS, WHETHER STATUTORY OR OTHERWISE.
TENANT ASSUMES FULL RESPONSIBILITY FOR ALL COSTS AND EXPENSES REQUIRED TO CAUSE
THE PREMISES TO COMPLY WITH ALL APPLICABLE BUILDING AND FIRE CODES, MUNICIPAL
ORDINANCES, ENVIRONMENTAL LAWS AND OTHER LAWS, RULES, ORDERS, AND REGULATIONS.
4
4.3.
Holding Over.
4.3.1.
If, with Landlord's prior written consent, Tenant holds
possession of all or any part of the Premises after the Term, Tenant shall
become a tenant from month-to-month after the expiration or earlier termination
of the Term, and in such case Tenant shall continue to pay (a) Base Rent, as
adjusted in accordance with Section 6.5, (b) Additional Rent, and (c) any
amounts for which Tenant would otherwise be liable under this Lease if the Lease
were still in effect. Any such month-to-month tenancy shall be subject to every
other term, covenant and agreement contained herein.
4.3.2.
If Tenant retains possession of any portion of the Premises after
the Term without Landlord's prior written consent, then (a) Tenant shall be a
tenant at sufferance subject to the terms and conditions of this Lease, except
that the monthly rent shall be equal to one hundred fifty percent (150%) of the
monthly Rent in effect during the last thirty (30) days of the Term, and (b)
Tenant shall be liable to Landlord for any and all damages suffered by Landlord
as a result of such holdover, including any lost rent or consequential, special
and indirect damages (in each case, regardless of whether such damages are
foreseeable).
4.3.3.
Acceptance by Landlord of Rent after the expiration or earlier
termination of