Common use of Acceptance “AS IS”; No Liens Clause in Contracts

Acceptance “AS IS”; No Liens. Tenant acknowledges that its Affiliates are presently engaged in operations similar to those to be conducted at the Facility and has expertise in such industry and, in deciding to enter into this Lease, has not relied on any representations or warranties, express or implied, of any kind from Landlord, other than as set forth in the Transfer Agreement. Tenant has investigated the Premises, has selected the Premises to its own specifications, has concluded that no improvements or modifications to them are required in order to operate the Facility, and subject to the initial Deferred Maintenance Items pursuant to Section 9.2(c)(ii) below and the items set forth in Exhibit “D” attached hereto, accepts the Facility and the Premises on an “AS IS” basis and (except as set forth in the Transfer Agreement) assumes all responsibility and cost for the correction of any observed or unobserved deficiencies or violations. Notwithstanding its right to Protest set forth in Section 6.1, Tenant shall not cause or permit any lien, levy or attachment to be placed or assessed against any portion of the Premises or the operation thereof (a “Lien”) for any reason, provided that nothing in this Lease shall require Tenant to keep the Premises free of liens that may be filed as a result of Prime Landlord’s or Landlord’s action or omissions. Notwithstanding any other provisions of this Lease, Prime Landlord represents and warrants to Tenant that it has sufficient good and marketable title to the Premises, and Landlord represents and warrants to Tenant that it has a sufficient good and marketable leasehold estate in the Premises, to perform their respective obligations under this Lease.

Acceptance “AS IS”; No Liens. Tenant acknowledges that its Affiliates are it or an Affiliate has been in possession of and operating the Premises prior to the date of this Lease and is presently engaged in operations similar to those to be like the Business conducted at the Facility in the state where the Facility is located and has expertise in such industry and, in deciding to enter into this Lease, has not relied on any representations or warranties, express or implied, of any kind from Landlord, other than as set forth in Landlord with respect to the Transfer AgreementPremises. Tenant has examined the condition of title to and thoroughly investigated the Premises, has selected the Premises to its own specifications, has concluded that that, as of the date hereof, no improvements or modifications to them are required to be made by Landlord in order to operate conduct the FacilityBusiness thereon, and subject to the initial Deferred Maintenance Items pursuant to Section 9.2(c)(ii) below and the items set forth in Exhibit “D” attached hereto, accepts the Facility and the Premises them on an “AS IS” basis and (except as set forth in the Transfer Agreement) assumes all responsibility and cost for the correction of any observed or unobserved deficiencies or violations. Notwithstanding It is expressly understood and agreed that any inspection by or on behalf of the Landlord of the business conducted at the Premises or of the Premises is for Landlord’s sole and exclusive benefit and is not directly or indirectly for the benefit of, nor should be relied in any manner upon by, Tenant, its subtenants or any other third party. Subject to its right to Protest set forth in Section 6.15.1, Tenant shall not cause or permit any lien, levy or attachment to be placed or assessed against any portion of the Premises or the operation thereof (a “Lien”) for other than “Permitted Exceptions” as described on Exhibit C and any reasonmortgage, provided that nothing in this Lease shall require Tenant to keep the Premises free lien, encumbrance, or other charge created by or resulting solely from any act or omission of liens that may be filed as a result of Prime Landlord’s or Landlord’s action or omissions. Notwithstanding any other provisions of this Lease, Prime Landlord represents and warrants to Tenant that it has sufficient good and marketable title to the Premises, and Landlord represents and warrants to Tenant that it has a sufficient good and marketable leasehold estate in the Premises, to perform their respective obligations under this Lease.

Acceptance “AS IS”; No Liens. Tenant acknowledges that its Affiliates are it or an Affiliate has been in possession of and operating the Premises prior to the date of this Lease and is presently engaged in operations similar to those to be like the Business conducted at the Facility in the state where the Facility is located and has expertise in such industry and, in deciding to enter into this Lease, has not relied on any representations or warranties, express or implied, of any kind from LandlordLandlord with respect to the Premises. Except for the Tenant Improvements (as defined below) to be constructed by Landlord at the Premises, other than as set forth in the Transfer Agreement. Tenant has examined the condition of title to and thoroughly investigated the Premises, has selected the Premises to its own specifications, has concluded that that, as of the date hereof, no improvements or modifications to them are required to be made by Landlord in order to operate conduct the FacilityBusiness thereon, and subject to the initial Deferred Maintenance Items pursuant to Section 9.2(c)(ii) below and the items set forth in Exhibit “D” attached hereto, accepts the Facility and the Premises them on an “AS IS” basis and (except as set forth in the Transfer Agreement) assumes all responsibility and cost for the correction of any observed or unobserved deficiencies or violations. Notwithstanding It is expressly understood and agreed that any inspection by or on behalf of the Landlord of the business conducted at the Premises or of the Premises is for Landlord’s sole and exclusive benefit and is not directly or indirectly for the benefit of, nor should be relied in any manner upon by, Tenant, its subtenants or any other third party. Subject to its right to Protest set forth in Section 6.15.1, Tenant shall not cause or permit any lien, levy or attachment to be placed or assessed against any portion of the Premises or the operation thereof (a “Lien”) for other than “Permitted Exceptions” as described on Exhibit C and any reasonmortgage, provided that nothing in this Lease shall require Tenant to keep the Premises free lien, encumbrance, or other charge created by or resulting solely from any act or omission of liens that may be filed as a result of Prime Landlord’s or Landlord’s action or omissions. Notwithstanding any other provisions of this Lease, Prime Landlord represents and warrants to Tenant that it has sufficient good and marketable title to the Premises, and Landlord represents and warrants to Tenant that it has a sufficient good and marketable leasehold estate in the Premises, to perform their respective obligations under this Lease.

Acceptance “AS IS”; No Liens. Tenant acknowledges that its Affiliates are presently engaged in operations similar to those to be conducted at the Facility and has expertise in such industry and, in deciding to enter into this Lease, has not relied on any representations or warranties, express or implied, of any kind from Landlord, other than as set forth in the Transfer Agreement. Tenant has investigated the Premises, has selected the Premises to its own specifications, has concluded that no improvements or modifications to them are required in order to operate the Facility, and subject to the initial Deferred Maintenance Items pursuant to Section 9.2(c)(ii9.2(c)(B) below and the items set forth in Exhibit “D” attached hereto, accepts the Facility and the Premises on an “AS IS” basis and (except as set forth in the Transfer Agreement) assumes all responsibility and cost for the correction of any observed or unobserved deficiencies or violations. Notwithstanding its right to Protest set forth in Section 6.1, Tenant shall not cause or permit any lien, levy or attachment to be placed or assessed against any portion of the Premises or the operation thereof (a “Lien”) for any reason, provided that nothing in this Lease shall require Tenant to keep the Premises free of liens that may be filed as a result of Prime Landlord’s or Landlord’s action or omissions. Notwithstanding any other provisions of this Lease, Prime Landlord represents and warrants to Tenant that it has sufficient good and marketable title to the Premises, and Landlord represents and warrants to Tenant that it has a sufficient good and marketable leasehold estate in the Premises, to perform their respective obligations under this Lease.

Acceptance “AS IS”; No Liens. Tenant Lessee acknowledges that its Affiliates are it is presently engaged in operations similar to those to be conducted at the Facility and has expertise in such industry and, in deciding to enter into this Lease, has not relied on any representations or warranties, express or implied, of any kind from LandlordLessor, other than except as expressly set forth in the Transfer Agreementthis Lease. Tenant Lessee has investigated the Premises, has selected the Premises to its own specifications, has concluded that no improvements or modifications to them are required in order to operate the Facility, and subject to the initial Deferred Maintenance Items pursuant to Section 9.2(c)(ii) below and the items set forth in Exhibit “D” attached hereto, accepts the Facility and the Premises on an “AS IS” basis and (except as set forth in the Transfer Agreement) assumes all responsibility and cost for the correction of any observed or unobserved deficiencies or violations. Notwithstanding its right to Protest set forth in Section 6.15.1, Tenant Lessee shall not cause or permit any lien, levy or attachment to be placed or assessed against any portion of the Premises or the operation thereof (a “Lien”) for any reason, provided that nothing in this Lease shall require Tenant Lessee to keep the Premises free of liens that may be filed as a result of Prime Landlord’s or LandlordLessor’s action or omissions. Notwithstanding In order to induce Lessee to enter into this Lease, Lessor warrants and represents to Lessee as of the Commencement Date, that to Lessor’s knowledge without inquiry or investigation, the following: (i) the Facility is suitable for the operation of the existing use as a skilled nursing facility; (ii) the Facility is not in violation of the provisions of any applicable building code, zoning code, fire regulation or any other provisions law, ordinance, order or regulation and Lessor has no knowledge of any facts which would give rise to the same; and (iii) Lessor has good and marketable fee simple title to the Premises. After the Execution Date of this Lease, Prime Landlord represents Lessee shall be entitled to have the Premises inspected by a third party inspector and warrants to Tenant that it has sufficient good and marketable title have a property condition assessment report prepared with respect to the Premises. Lessor and Lessee shall agree upon certain items of deferred maintenance at the Facility (and the cost to complete such items) that Lessor shall complete at its sole expense prior to the Commencement Date (collectively, the “Deferred Maintenance Items”). If Lessor does not complete the Deferred Maintenance Items prior to the Commencement Date, at Lessee’s election, either (i) the funds to complete such Deferred Maintenance Items shall be paid to Lessee by Lessor and Landlord represents used by Lessee to complete such items (and warrants if Lessor fails to Tenant that it has a sufficient good deliver such funds to Lessee within five (5) days after Lessee’s written request for the same, Lessee may advance such funds on behalf of Lessor and marketable leasehold estate in the Premisesthereafter Lessor shall reimburse Lessee for such funds within five (5) days after Lessee’s written request for reimbursement), or (ii) Lessee may terminate this Lease upon written notice to perform their respective obligations under Lessor. Notwithstanding any provision of this Lease, if the parties are unable to agree upon the Deferred Maintenance Items prior to the Commencement Date, either party may terminate this Lease upon written notice to the other party.

Acceptance “AS IS”; No Liens. Tenant acknowledges that its Affiliates are it is presently engaged in operations similar to those to be like the Business conducted at the Facility in the state where the Facility is located and has expertise in such industry and, in deciding to enter into this Lease, has not relied on any representations or warranties, express or implied, of any kind from Landlord, other than as set forth in the Transfer Agreement. Tenant has examined the condition of title to and thoroughly investigated the Premises, has selected the Premises to its own specifications, has concluded that no improvements or modifications to them are required in order to operate conduct the FacilityBusiness, and subject to the initial Deferred Maintenance Items pursuant to Section 9.2(c)(ii) below and the items set forth in Exhibit “D” attached hereto, accepts the Facility and the Premises them on an “AS IS” basis and (except as set forth in the Transfer Agreement) assumes all responsibility and cost for the correction of any observed or unobserved deficiencies or violations. Notwithstanding its right Except with respect to Protest set forth the liens which are being duly protested in accordance with Section 6.15.1, and liens on furniture, fixtures and equipment located at the Facility and acquired by Tenant during the Term, provided the value of the furniture, fixtures and equipment secured by such liens does not exceed Seventy Five Thousand and no/100 Dollars ($75,000), Tenant shall not cause or permit any lien, levy or attachment to be placed or assessed against any portion of the Premises or the operation thereof (a “Lien”) for any reasonreason (excluding, provided that nothing however, any such Liens arising from the acts or omissions of Landlord or its predecessors in this Lease shall require Tenant to keep interest in the Premises free or any Liens granted in favor of liens that may be filed as a result Xxxxx Fargo pursuant to any collateral documents executed by Tenant in favor of Prime Xxxxx Fargo (the “Tenant Collateral Documents”) in connection with Landlord’s or Landlord’s action or omissions. Notwithstanding any other provisions acquisition of this Leasethe Premises and assumption of the Loan; including, Prime Landlord represents without limitation, the: (i) Assignment of Leases and warrants to Tenant that it has sufficient good Rents, (ii) Assignment of Warranties and marketable title to the PremisesOther Contract Rights, (iii) Hypothecation Agreement, (iv) Assignment and Subordination of Property Management Agreement, (v) Subordination, Non-Disturbance and Attornment Agreement, and Landlord represents and warrants to Tenant that it has a sufficient good and marketable leasehold estate in the Premises, to perform their respective obligations under this Lease(vi) Closing Side Letter Agreement).