Common use of Acceptance of Premises and Building by Tenant Clause in Contracts

Acceptance of Premises and Building by Tenant. LANDLORD HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S INTENDED PURPOSE OR USE. THE TAKING OF POSSESSION BY TENANT SHALL BE CONCLUSIVE EVIDENCE THAT TENANT: (I) ACCEPTS THE PREMISES AS SUITABLE FOR THE PURPOSES FOR WHICH THEY WERE LEASED; (II) ACCEPTS THE BUILDING AND EVERY PART AND APPURTENANCE THEREOF(127) AS BEING IN GOOD AND SATISFACTORY CONDITION; AND (III) WAIVES ANY DEFECTS IN THE PREMISES AND ITS APPURTENANCES EXISTING NOW OR IN THE FUTURE (128), EXCEPT THAT TENANT'S TAKING OF POSSESSION SHALL NOT BE DEEMED TO WAIVE LANDLORD'S COMPLETION OF MINOR FINISH WORK ITEMS __________________________________ 126 facsimile (with electronic confirmation) or by 127 (EXCLUDING LATENT DEFECTS) 128 (EXCLUDING LATENT DEFECTS) -42- 43 THAT DO NOT INTERFERE WITH TENANT'S OCCUPANCY OF THE PREMISES. TENANT ACKNOWLEDGES THE DISCLAIMER BY LANDLORD SET FORTH HEREIN AND WAIVES ALL CLAIMS BASED ON ANY IMPLIED WARRANTY OF SUITABILITY. FURTHERMORE, TENANT CONFIRMS THAT ITS OBLIGATIONS TO PAY BASIC RENTAL, ADDITIONAL RENTAL AND OTHER AMOUNTS OF MONEY DUE TO LANDLORD HEREUNDER ARE NOT DEPENDENT OF THE CONDITION OF THE PREMISES OR THE BUILDING, THE COMPLETION OF ANY MINOR FINISH WORK ITEMS OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER. TENANT SHALL CONTINUE TO PAY BASIC RENTAL, ADDITIONAL RENTAL AND OTHER AMOUNTS OF MONEY DUE TO LANDLORD HEREUNDER, WITHOUT ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH OR ALLEGED BREACH BY LANDLORD OF ITS OBLIGATIONS HEREUNDER.

Acceptance of Premises and Building by Tenant. LANDLORD HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S INTENDED PURPOSE OR USE. THE TAKING OF POSSESSION BY TENANT SHALL BE CONCLUSIVE EVIDENCE THAT TENANT: Subject to any obligations of Landlord pursuant to Section 7.4.1, and except for (Ia) ACCEPTS THE PREMISES AS SUITABLE FOR THE PURPOSES FOR WHICH THEY WERE LEASED; the completion of the Basic Building Improvements and the Tenant Improvements (II) ACCEPTS THE BUILDING AND EVERY PART AND APPURTENANCE THEREOF(127) AS BEING IN GOOD AND SATISFACTORY CONDITION; AND (III) WAIVES ANY DEFECTS IN THE PREMISES AND ITS APPURTENANCES EXISTING NOW OR IN THE FUTURE (128as each of such terms is defined in the Leasehold Improvements Agreement, if any, attached hereto as Exhibit "E"), EXCEPT THAT TENANT'S TAKING OF POSSESSION SHALL NOT BE DEEMED TO WAIVE LANDLORD'S COMPLETION OF MINOR FINISH WORK ITEMS __________________________________ 126 facsimile (b) latent defects which are not observable upon a reasonable inspection and about which Tenant notifies Landlord within six (6) months after taking possession of the Premises, and (c) Landlord delivering the Premises in its existing condition in compliance with electronic confirmationApplicable Laws (hereinafter defined), Tenant accepts the Premises in "AS IS, WITH ALL FAULTS" condition and the taking of possession of the Premises by Tenant will be conclusive evidence as to Tenant that: (i) or by 127 the Premises are suitable for the purposes for which the Premises are leased; (EXCLUDING LATENT DEFECTSii) 128 the Building and each and every part and appurtenance thereof are in good and satisfactory condition; and (EXCLUDING LATENT DEFECTSiii) -42- 43 THAT DO NOT INTERFERE WITH TENANT'S OCCUPANCY OF THE PREMISESTenant waives any defects in the Premises and in all other parts of the Building and the appurtenances thereto. TENANT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY BE OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE (INCLUDING THE DISCLAIMER BY LEASEHOLD IMPROVEMENTS AGREEMENT, IF ANY, ATTACHED HERETO), NEITHER LANDLORD SET FORTH HEREIN AND WAIVES ALL CLAIMS BASED ON NOR ANY IMPLIED WARRANTY OF LANDLORD-RELATED PARTY (AS SUCH TERM IS DEFINED BELOW) HAS MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE HABITABILITY, MERCHANTABILITY, SUITABILITY. FURTHERMORE, TENANT CONFIRMS THAT ITS OBLIGATIONS QUALITY, CONDITION OR FITNESS FOR ANY PARTICULAR PURPOSE (COLLECTIVELY, THE "DISCLAIMED WARRANTIES") WITH REGARD TO PAY BASIC RENTAL, ADDITIONAL RENTAL AND OTHER AMOUNTS OF MONEY DUE TO LANDLORD HEREUNDER ARE NOT DEPENDENT OF THE CONDITION OF THE PREMISES OR THE BUILDING; AND TENANT HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, THE COMPLETION OF ANY MINOR FINISH WORK ITEMS OR DISCLAIMED WARRANTIES WITH REGARD TO THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDERPREMISES AND THE BUILDING. TENANT SHALL CONTINUE TO PAY BASIC RENTALTenant agrees, ADDITIONAL RENTAL AND OTHER AMOUNTS OF MONEY DUE TO LANDLORD HEREUNDERupon the commencement of Tenant's occupancy of the Premises, WITHOUT ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH OR ALLEGED BREACH BY LANDLORD OF ITS OBLIGATIONS HEREUNDERto execute an Acceptance of Premises Memorandum substantially in the form of the instrument set forth in Exhibit "G" attached hereto.

Acceptance of Premises and Building by Tenant. Except as otherwise specifically provided in this Lease, Tenant hereby agrees that upon delivery of possession of the Premises to Tenant, Tenant shall accept such delivery of possession of the Premises in its then existing “AS IS-WHERE IS” condition. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LANDLORD HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S ’S INTENDED PURPOSE OR USE. THE TAKING EXECUTION OF POSSESSION THIS LEASE BY TENANT SHALL BE CONCLUSIVE EVIDENCE THAT TENANT: (I) TENANT ACCEPTS THE BUILDING AND EVERY PART THEREOF, INCLUDING THE PREMISES, AS BEING IN GOOD AND SATISFACTORY CONDITION IN ALL RESPECTS AND THE PREMISES AS SUITABLE FOR THE PURPOSES FOR WHICH THEY WERE LEASED; (II) ACCEPTS THE BUILDING LEASED AND EVERY PART AND APPURTENANCE THEREOF(127) AS BEING IN GOOD AND SATISFACTORY CONDITION; AND (III) WAIVES ANY PATENT DEFECTS IN THE PREMISES AND ITS APPURTENANCES BUT NOT LATENT DEFECTS EXISTING NOW OR IN THE FUTURE FUTURE; PROVIDED, HOWEVER, THAT IF TENANT DISCOVERS A LATENT DEFECT TENANT MUST GIVE NOTICE OF SAME TO LANDLORD WITHIN THE EARLIER OF THIRTY (128), EXCEPT THAT TENANT'S TAKING OF POSSESSION SHALL NOT 30) DAYS FOLLOWING SUCH DISCOVERY OR SIX (6) MONTHS FROM THE COMMENCEMENT DATE HEREOF OR TENANT WILL BE DEEMED TO WAIVE LANDLORD'S COMPLETION HAVE ACCEPTED SUCH LATENT DEFECT. NOTWITHSTANDING THE FOREGOING, TENANT ACKNOWLEDGES THAT IT HAS PERFORMED ALL INSPECTIONS THAT IT REQUIRES, INCLUDING WITHOUT LIMITATION, INSPECTIONS OF MINOR FINISH THE SLAB AND OTHER EXISTING IMPROVEMENTS, AND ACCEPTS THEM IN THEIR CURRENT CONDITION. THE PREMISES ARE USABLE BY TENANT AS INTENDED; LANDLORD HAS NO OBLIGATION TO PERFORM ANY WORK ITEMS __________________________________ 126 facsimile (with electronic confirmation) or by 127 (EXCLUDING LATENT DEFECTS) 128 (EXCLUDING LATENT DEFECTS) -42- 43 THAT DO NOT INTERFERE WITH TENANT'S OCCUPANCY OF OR OTHER CONSTRUCTION IN THE PREMISES. TENANT ACKNOWLEDGES THE DISCLAIMER OR REPRESENTATIONS AND WARRANTIES BY LANDLORD SET FORTH HEREIN AND ACKNOWLEDGES THAT TENANT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY BY LANDLORD OR ANY PARTY REPRESENTING LANDLORD. TENANT WAIVES (I) ALL CLAIMS BASED ON ANY IMPLIED WARRANTY OF SUITABILITY, HABITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND (II) THE RIGHT TO TERMINATE THIS LEASE DUE TO THE CONDITION OF THE BUILDING, THE PREMISES OR THE PROJECT. FURTHERMORE, TENANT CONFIRMS THAT ITS OBLIGATIONS TO PAY BASIC RENTAL, ADDITIONAL RENTAL BASE RENT AND OTHER AMOUNTS OF MONEY DUE TO LANDLORD HEREUNDER ARE NOT DEPENDENT OF ON THE CONDITION OF THE PREMISES OR THE BUILDING, THE COMPLETION OF ANY MINOR FINISH WORK ITEMS BUILDING OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDERHEREUNDER EXCEPT AS EXPRESSLY PROVIDED HEREIN. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY BASIC RENTAL, ADDITIONAL RENTAL BASE RENT AND OTHER AMOUNTS OF MONEY DUE TO LANDLORD HEREUNDER, WITHOUT ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH OR ALLEGED BREACH BY LANDLORD OF ITS OBLIGATIONS HEREUNDER. Tenant shall, upon delivery of the Premises execute an Acceptance of the Premises certificate substantially in the form attached as Exhibit “D-1”.

Acceptance of Premises and Building by Tenant. LANDLORD HEREBY --------------------------------------------- DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S INTENDED PURPOSE OR USE. THE TAKING OF POSSESSION BY TENANT SHALL BE CONCLUSIVE EVIDENCE THAT TENANT: (I) ACCEPTS THE PREMISES AS SUITABLE FOR THE PURPOSES FOR WHICH THEY WERE LEASED; (II) ACCEPTS THE BUILDING AND EVERY PART AND APPURTENANCE THEREOF(127) THEREOF AS BEING IN GOOD AND SATISFACTORY CONDITION; AND (III) WAIVES ANY DEFECTS IN THE PREMISES AND ITS APPURTENANCES EXISTING NOW OR IN THE FUTURE (128)FUTURE, EXCEPT THAT TENANT'S TAKING OF POSSESSION SHALL NOT BE DEEMED TO WAIVE LANDLORD'S COMPLETION OF MINOR FINISH WORK ITEMS __________________________________ 126 facsimile (with electronic confirmation) or by 127 (EXCLUDING LATENT DEFECTS) 128 (EXCLUDING LATENT DEFECTS) -42- 43 THAT DO NOT INTERFERE WITH TENANT'S OCCUPANCY OF THE PREMISES. TENANT ACKNOWLEDGES THE DISCLAIMER BY LANDLORD SET FORTH HEREIN AND WAIVES ALL CLAIMS BASED ON ANY IMPLIED WARRANTY OF SUITABILITY. FURTHERMORE, TENANT CONFIRMS THAT ITS OBLIGATIONS TO PAY BASIC RENTAL, ADDITIONAL RENTAL AND OTHER AMOUNTS OF MONEY DUE TO LANDLORD HEREUNDER ARE NOT DEPENDENT OF ON THE CONDITION OF THE PREMISES OR THE BUILDING, THE COMPLETION OF ANY MINOR FINISH WORK ITEMS OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER. TENANT SHALL CONTINUE TO PAY BASIC RENTAL, ADDITIONAL RENTAL AND OTHER AMOUNTS OF MONEY DUE TO LANDLORD HEREUNDER, WITHOUT ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH OR ALLEGED BREACH BY LANDLORD OF ITS OBLIGATIONS HEREUNDER.

Acceptance of Premises and Building by Tenant. LANDLORD HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S INTENDED PURPOSE OR USE. THE TAKING OF POSSESSION BY TENANT SHALL BE CONCLUSIVE EVIDENCE THAT TENANT: Except for the completion of the Basic Building Improvements and the Tenant Improvements (Ias each of such terms is defined in the Leasehold Improvements Agreement, if any, attached hereto as Exhibit "E") ACCEPTS THE PREMISES and except for defects which are not observable upon a reasonable inspection and about which Tenant notifies Landlord within three (3) months after taking possession of the Premises, Tenant accepts the Premises in "AS SUITABLE FOR THE PURPOSES FOR WHICH THEY WERE LEASED; IS, WITH ALL FAULTS" condition and the taking of possession of the Premises by Tenant will be conclusive evidence as to Tenant that: (IIi) ACCEPTS THE BUILDING AND EVERY PART AND APPURTENANCE THEREOF(127the Premises are suitable for the purposes for which the Premises are leased; (ii) AS BEING IN GOOD AND SATISFACTORY CONDITIONthe Building and each and every part and appurtenance thereof are in good and satisfactory condition; AND and (IIIiii) WAIVES ANY DEFECTS IN THE PREMISES AND ITS APPURTENANCES EXISTING NOW OR IN THE FUTURE (128), EXCEPT THAT TENANT'S TAKING OF POSSESSION SHALL NOT BE DEEMED TO WAIVE LANDLORD'S COMPLETION OF MINOR FINISH WORK ITEMS __________________________________ 126 facsimile (with electronic confirmation) or by 127 (EXCLUDING LATENT DEFECTS) 128 (EXCLUDING LATENT DEFECTS) -42- 43 THAT DO NOT INTERFERE WITH TENANT'S OCCUPANCY OF THE PREMISESTenant waives any defects in the Premises and in all other parts of the Building and the appurtenances thereto. TENANT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY BE OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE (INCLUDING THE DISCLAIMER BY LEASEHOLD IMPROVEMENTS AGREEMENT, IF ANY, ATTACHED HERETO), NEITHER LANDLORD SET FORTH HEREIN AND WAIVES ALL CLAIMS BASED ON NOR ANY IMPLIED WARRANTY OF LANDLORD-RELATED PARTY (AS SUCH TERM IS DEFINED BELOW) HAS MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE HABITABILITY, MERCHANTABILITY, SUITABILITY. FURTHERMORE, TENANT CONFIRMS THAT ITS OBLIGATIONS QUALITY, CONDITION OR FITNESS FOR ANY PARTICULAR PURPOSE (COLLECTIVELY, THE "DISCLAIMED WARRANTIES") WITH REGARD TO PAY BASIC RENTAL, ADDITIONAL RENTAL AND OTHER AMOUNTS OF MONEY DUE TO LANDLORD HEREUNDER ARE NOT DEPENDENT OF THE CONDITION OF THE PREMISES OR THE BUILDING; AND TENANT HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, THE COMPLETION OF ANY MINOR FINISH WORK ITEMS OR DISCLAIMED WARRANTIES WITH REGARD TO THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDERPREMISES AND THE BUILDING. TENANT SHALL CONTINUE TO PAY BASIC RENTALTenant agrees, ADDITIONAL RENTAL AND OTHER AMOUNTS OF MONEY DUE TO LANDLORD HEREUNDERupon the commencement of Tenant's occupancy of the Premises, WITHOUT ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH OR ALLEGED BREACH BY LANDLORD OF ITS OBLIGATIONS HEREUNDERto execute an Acceptance of Premises Memorandum substantially in the form of the instrument set forth in Exhibit "G" attached hereto.