to
continue to occupy a portion of the Premises
10
under the Existing Lease, and control the use, maintenance and repair of such
portion of the Premises during the Executory Period to the extent required under
the Existing Lease.
Tenant is familiar with the condition of the Premises and
accepts the entire Premises (including the portion of the Premises that is not
currently occupied by Tenant) in its "as is" condition (other than to the extent
Tenant improves any portion of the Premises during the Executory Period with
Landlord's prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed) with all faults, and Landlord makes no
representation or warranty of any kind with respect to the condition of the
Premises or with respect to the suitability of the Premises for the conduct of
Tenant's business, and Landlord shall have no obligation to alter, repair or
otherwise prepare the Premises for Tenant's occupancy or to pay for or construct
any improvements to the Premises.
It is understood and agreed that Landlord is
not obligated to install any equipment, or make any repairs, improvements or
Alterations to the Premises.
Tenant's possession of the Premises as of the Term
Commencement Date shall, except as otherwise agreed to in writing by Landlord
and Tenant, conclusively establish that the Premises were at such time in good,
sanitary and satisfactory condition and repair.
14.2.
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 HAD AN
OPPORTUNITY TO PERFORM 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 THAT EXIST AS OF THE EXECUTION
DATE AGAINST LANDLORD WITH RESPECT TO ANY ENVIRONMENTAL CONDITION, INCLUDING
CONTRIBUTION AND INDEMNITY CLAIMS, WHETHER STATUTORY OR OTHERWISE.
TENANT
ASSUMES FULL RESPONSIBILITY (AS BETWEEN LANDLORD AND TENANT) 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.
15.
Regulations and Parking Facilities.
15.1.
Tenant shall faithfully observe and comply with the
rules and regulations