Common use of Condition of Properties Clause in Contracts

Condition of Properties. To its knowledge, its Property is, or on the applicable Closing Date will be, in good working order and repair, mechanically and structurally sound, free from material defects in materials and workmanship. The representations and warranties made in this Agreement by the Candlewood Parties are made as of the date hereof and shall be deemed remade by the Candlewood Parties as of the applicable Closing Date for the Property or Properties then being conveyed by the Sellers, with the same force and effect as if made on, and as of, such date; provided, however, that, the Candlewood Parties shall have the right, from time to time prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, to modify the representations and warranties by notice to the Purchaser and, in such event, the Purchaser shall have the rights provided in Section 2.3. All representations and warranties made in this Agreement by the Candlewood Parties shall survive the applicable Closing for a period of one year thereafter. Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the Candlewood Parties disclaim the making of any representations or warranties, express or implied, regarding the Properties or matters affecting the Properties, whether made by the Candlewood Parties, on the Candlewood Parties' behalf or otherwise, including, without limitation, the physical condition of the Properties, title to or the boundaries of the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property and (ii) that the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at any Closing, made by the Candlewood Parties or anyone acting on the Candlewood Parties' behalf. The Purchaser further acknowledges that it has not received from or on behalf of the Candlewood Parties any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "as is" condition on each Closing Date.

Condition of Properties. To its knowledge, its Property is, or on the applicable Closing Date will be, in good working order and repair, mechanically and structurally sound, free from material defects in materials and workmanship. The representations and warranties made in this Agreement by the Candlewood Parties are made as of the date hereof and shall be deemed remade by the Candlewood Parties as of the applicable Closing Date for the Property or Properties then being conveyed by the Sellers, with the same force and effect as if made on, and as of, such date; provided, however, that, the Candlewood Parties shall have the right, from time to time prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, to modify the representations and warranties by notice to the Purchaser and, in such event, the Purchaser shall have the rights provided in Section 2.3. All representations and warranties made in this Agreement by the Candlewood Parties shall survive the applicable Closing for a period of one year thereafter. Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the Candlewood Parties disclaim the making of any Ultra makes no representations or warranties, express or implied, regarding with respect to the condition of the Properties; and Delta or its applicable Subsidiary shall accept each Property “AS IS, WHERE IS” and in such condition and state of repair as exists on the Distribution Date, with respect to the Owned Real Properties, and on the Actual Closing Date, with respect to the Leased Real Properties, with all faults, limitations and defects (latent and apparent), without any representations or warranties, whether oral or written, express, implied presumed, statutory or otherwise, as to its quality, nature, merchantability, value, marketability, adequacy or its fitness for any intended use or particular purpose. Delta, for itself and on behalf of its Subsidiaries, acknowledges that it has had the opportunity to inspect the Properties or matters affecting the Properties, whether made by the Candlewood Parties, on the Candlewood Parties' behalf or otherwiseand all aspects relating thereto, including, without limitation, all of the physical physical, environmental and operational aspects of, or conditions on, the Property to its full satisfaction and is familiar with the Properties. The Parties’ obligations under this Agreement are not conditioned upon the Properties being in any particular condition, and, any damage from condemnation or any fire or other casualty or any other change in the condition of the Propertiesany Property notwithstanding, title Ultra shall make, or cause its applicable Subsidiary to or the boundaries of the Real Property, pest control matters, soil conditionsmake, the presenceconveyances, existence assignments and transfers under Section 2.1 and 2.2 of this Agreement, and Delta shall accept, or absence cause its applicable Subsidiary to accept, all such conveyances, assignments and transfers; provided, however, in the event of hazardous wastes, toxic substances any such damage from condemnation or fire or other environmental matterscasualty before the Distribution Date, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physicalOwned Real Properties, environmentalor the Actual Closing, economic with respect to the Leased Real Properties, Ultra or its applicable Subsidiary shall confer with Delta regarding, and legal condition use commercially reasonable efforts to pursue and assign (without representation or warranty) to Delta or its applicable Subsidiary, all rights and interests of each Ultra or its applicable Subsidiary in and to any proceeds of insurance arising from such fire or casualty or proceeds arising from any condemnation proceeding (less any costs incurred by Ultra in pursuing such proceeds) at the time of the conveyance, assignment or transfer for the relevant Property. To the extent that there is any damage from condemnation or any fire or other casualty to any Leased Real Property and (ii) that prior to the Purchaser is not relying upon any statementsActual Closing, representations or warranties Ultra shall consult with Delta prior to the exercise of any kind, other than those specifically right set forth in this Agreement or in any document to be delivered to the Purchaser at any Closing, made by the Candlewood Parties or anyone acting on the Candlewood Parties' behalf. The Purchaser further acknowledges that it has not received from or on behalf of the Candlewood Parties any accounting, tax, legal, architectural, engineering, property management or other advice respective Lease with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "as is" condition on each Closing Datesuch an event.

Condition of Properties. To its knowledgethe actual knowledge of the Sellers, its Property each of the Properties is, or on the applicable Closing Date will be, in good working order and repair, mechanically and structurally sound, free from material defects in materials and workmanship. The representations and warranties made in this Agreement by the Candlewood Parties Sellers are made as of the date hereof and shall shall, except with respect to the matters set forth in Section 6.12, be deemed remade by the Candlewood Parties Sellers as of the applicable each Closing Date for the Property or Properties then being conveyed by the Sellers, with the same force and effect as if made on, and as of, such date; provided, however, that, the Candlewood Parties Sellers shall have the right, from time to time prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, to modify the representations and warranties as a result of changes in physical condition of any Properties by notice to the Purchaser and, in such event, the Purchaser shall have the rights provided in Section 2.3. All representations and warranties made in this Agreement by the Candlewood Parties Sellers shall survive the applicable Closing for a period of one year thereafteryear. Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the Candlewood Parties Sellers disclaim the making of any representations or warranties, express or implied, regarding the Properties or matters affecting the Properties, whether made by the Candlewood PartiesSellers, on the Candlewood PartiesSellers' behalf or otherwise, including, without limitation, the physical condition of the Properties, title to or the boundaries of the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property and (ii) that the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at any the Closing, made by the Candlewood Parties Sellers or anyone acting on the Candlewood PartiesSellers' behalf. The Purchaser further acknowledges that it has not received from or on behalf of the Candlewood Parties Sellers any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "as is" condition on each the Closing Date.

Condition of Properties. To its knowledge, its Property is, or on each of the applicable Closing Date will be, Properties is in good working order and repair, mechanically and structurally sound, free from material defects in materials and workmanship, except that Seller has received notice of a voluntary sprinkler head recall and has provided a copy of such notice to Purchaser. The representations and warranties made in this Agreement by the Candlewood Parties are made as of the date hereof and shall be deemed remade by the Candlewood Parties as of the applicable Closing Date for the Property or Properties then being conveyed by the Sellers, with the same force and effect as if made on, and as of, such date; provided, however, that, the Candlewood Parties shall have the right, from time to time right prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, Date to modify the representations and warranties by notice to the Purchaser and, in such event, the Purchaser shall have the rights provided in Section 2.3. All representations and warranties made in this Agreement by the Candlewood Parties shall survive the applicable Closing for a period of one year thereafter. Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the Candlewood Parties disclaim the making of any representations or warranties, express or implied, regarding the Properties or matters affecting the Properties, whether made by the Candlewood Parties, on the Candlewood Parties' behalf or otherwise, including, without limitation, the physical condition of the Properties, title to or the boundaries of the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property and (ii) that the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at any Closing, made by the Candlewood Parties or anyone acting on the Candlewood Parties' behalf. The Purchaser further acknowledges that it has not received from or on behalf of the Candlewood Parties any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "as is" condition on each the Closing Date.

Condition of Properties. To its knowledge, its Property is, or on the applicable Closing Date will be, in good working order and repair, mechanically and structurally sound, free from material defects in materials and workmanship. The representations and warranties made in this Agreement by the Candlewood Parties are made as of the date hereof and shall be deemed remade by the Candlewood Parties as of the applicable Closing Date for the Property or Properties then being conveyed by the Sellers, with the same force and effect as if made on, and as of, such date; provided, however, that, the Candlewood Parties shall have the right, from time to time prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, to modify the representations and warranties by notice to the Purchaser and, in such event, the Purchaser shall have the rights provided in Section 2.3. All representations and warranties made in this Agreement by the Candlewood Parties shall survive the applicable Closing for a period of one year thereafter. Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the Candlewood Parties disclaim the making of any representations or warranties, express or implied, regarding the Properties or matters affecting the Properties, whether made by the Candlewood Parties, on the Candlewood Parties' behalf or otherwise, including, without limitation, the physical condition of the Properties, title to or the boundaries of the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property and (ii) that the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at any Closing, made by the Candlewood Parties or anyone acting on the Candlewood Parties' behalf. The Purchaser further acknowledges that it has not received from or on behalf of the Candlewood Parties any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "as is" condition on each Closing Date.

Condition of Properties. To its knowledge, its Property is, or on each of the applicable Closing Date will be, Properties is in good working order and repair, mechanically and structurally sound, free from material defects in materials and workmanship. The representations and warranties made in this Agreement by the Candlewood Parties are made as of the date hereof and shall be deemed remade by the Candlewood Parties as of the applicable Closing Date for the Property or Properties then being conveyed by the Sellers, with the same force and effect as if made on, and as of, such date; provided, however, that, the Candlewood Parties shall have the right, from time to time right prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, Date to modify the representations and warranties by notice to the Purchaser and, in such event, the Purchaser shall have the rights provided in Section 2.3. All representations and warranties made in this Agreement by the Candlewood Parties shall survive the applicable Closing for a period of one (1) year thereafter. Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the Candlewood Parties disclaim the making of any representations or warranties, express or implied, regarding the Properties or matters affecting the Properties, whether made by the Candlewood Parties, on the Candlewood Parties' behalf or otherwise, including, without limitation, the physical condition of the Properties, title to or the boundaries of the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property and (ii) that the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at any Closing, made by the Candlewood Parties or anyone acting on the Candlewood Parties' behalf. The Purchaser further acknowledges that it has not received from or on behalf of the Candlewood Parties any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "as is" condition on each the Closing Date.

Condition of Properties. To its each Seller's knowledge, its Property is, or on all of the applicable Closing Date will be, Properties are in good working order and repair, mechanically and structurally sound, free from material defects in materials and workmanship, other than the items set forth in the Due Diligence Information as of the relevant Diligence Dates, except with respect to matters arising subsequent to the relevant Diligence Dates which do not constitute a Material Adverse Change. The representations and warranties made in this Agreement by the Candlewood Parties Sellers are made as of the date hereof and shall be deemed remade by the Candlewood Parties Sellers as of the applicable Closing Date for the Property or Properties then being conveyed by the SellersDate, with the same force and effect as if made on, and as of, such date; provided, however, that, the Candlewood Parties shall have the rightSellers shall, from time to time prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, to modify the representations and warranties by notice to the Purchaser and, in the event that any such eventmodification shall disclose a Material Adverse Change, the Purchaser may elect (a) to terminate this Agreement in whole but not in part, whereupon this Agreement shall have be of no further force and effect or (b) to consummate the rights provided transactions contemplated hereby, notwithstanding such modification, without any abatement or reduction in Section 2.3the Purchase Price on account thereof. All representations and warranties made in this Agreement by the Candlewood Parties Sellers shall survive the applicable Closing for a period of one (1) year thereafter. -16- Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the Candlewood Parties Sellers disclaim the making of any representations or warranties, express or implied, regarding the Properties or matters affecting the Properties, whether made by the Candlewood PartiesSellers, on the Candlewood PartiesSellers' behalf or otherwise, including, without limitation, the physical condition of the Properties, title to or the boundaries of the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property and (ii) that the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at any the Closing, made by the Candlewood Parties Sellers or anyone acting on the Candlewood PartiesSellers' behalf. The Purchaser further acknowledges that it has not received from or on behalf of the Candlewood Parties Sellers any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "“as is" ” condition on each the Closing Date.

Condition of Properties. To its each Seller's knowledge, its Property is, or on all of the applicable Closing Date will be, Properties are in good working order and repair, mechanically and structurally sound, free from material defects in materials and workmanship, other than the items set forth in the Due Diligence Information as of the relevant Diligence Dates, except with respect to matters arising subsequent to the relevant Diligence Dates which do not constitute a Material Adverse Change. The representations and warranties made in this Agreement by the Candlewood Parties Sellers are made as of the date hereof and shall be deemed remade by the Candlewood Parties Sellers as of the applicable Closing Date for the Property or Properties then being conveyed by the SellersDate, with the same force and effect as if made on, and as of, such date; provided, however, that, the Candlewood Parties shall have the rightSellers shall, from time to time prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, to modify the representations and warranties by notice to the Purchaser and, in the event that any such eventmodification shall disclose a Material Adverse Change, the Purchaser may elect (a) to terminate this Agreement in whole but not in part, whereupon this Agreement shall have be of no further force and effect or (b) to consummate the rights provided transactions contemplated hereby, notwithstanding such modification, without any abatement or reduction in Section 2.3the Purchase Price on account thereof. All representations and warranties made in this Agreement by the Candlewood Parties Sellers shall survive the applicable Closing for a period of one (1) year thereafter. Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the Candlewood Parties Sellers disclaim the making of any representations or warranties, express or implied, regarding the Properties or matters affecting the Properties, whether made by the Candlewood PartiesSellers, on the Candlewood PartiesSellers' behalf or otherwise, including, without limitation, the physical condition of the Properties, title to or the boundaries of the Real Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of each Property and (ii) that the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at any the Closing, made by the Candlewood Parties Sellers or anyone acting on the Candlewood PartiesSellers' behalf. The Purchaser further acknowledges that it has not received from or on behalf of the Candlewood Parties Sellers any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "as is" condition on each the Closing Date.

Condition of Properties. To its knowledge, its Property is, or on the applicable Closing Date will be, in good working order and repair, mechanically and structurally sound, free from material defects in materials and workmanship. The representations and warranties made in this Agreement by the Candlewood Parties are made as of the date hereof and shall be deemed remade by the Candlewood Parties as of the applicable Closing Date for the Property or Properties then being conveyed by the Sellers, with the same force and effect as if made on, and as of, such date; provided, however, that, the Candlewood Parties shall have the right, from time to time prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, to modify the representations and warranties by notice to the Purchaser and, in such event, the Purchaser shall have the rights provided in Section 2.3. All representations and warranties made in this Agreement by the Candlewood Parties shall survive the applicable Closing for a period of one year thereafter. Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the Candlewood Parties disclaim the making of any Delta makes no representations or warranties, express or implied, regarding with respect to the condition of the Properties; and Ultra or its applicable Subsidiary shall accept each Property “AS IS, WHERE IS” and in such condition and state of repair as exists on the Distribution Date, with respect to the Owned Real Properties, and on the Actual Closing Date, with respect to the Leased Real Properties, with all faults, limitations and defects (latent and apparent), without any representations or warranties, whether oral or written, express, implied presumed, statutory or otherwise, as to its quality, nature, merchantability, value, marketability, adequacy or its fitness for any intended use or particular purpose. Ultra, for itself and on behalf of its Subsidiaries, acknowledges that it has had the opportunity to inspect the Properties or matters affecting the Properties, whether made by the Candlewood Parties, on the Candlewood Parties' behalf or otherwiseand all aspects relating thereto, including, without limitation, all of the physical physical, environmental and operational aspects of, or conditions on, the Property to its full satisfaction and is familiar with the Properties. The Parties obligations under this Agreement are not conditioned upon the Properties being in any particular condition, and, any damage from condemnation or any fire or other casualty or any other change in the condition of the Propertiesany Property notwithstanding, title Delta shall make, or cause its applicable Subsidiary to or the boundaries of the Real Property, pest control matters, soil conditionsmake, the presenceconveyances, existence assignments and transfers under Section 2.1 and 2.2 of this Agreement, and Ultra shall accept, or absence cause its applicable Subsidiary to accept, all such conveyances, assignments and transfers; provided, however, in the event of hazardous wastes, toxic substances any such damage from condemnation or fire or other environmental matterscasualty before the Distribution Date, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physicalOwned Real Properties, environmentalor the Actual Closing, economic with respect to the Leased Real Properties, Delta or its applicable Subsidiary shall confer with Ultra regarding, and legal condition use commercially reasonable efforts to pursue and assign (without representation or warranty) to Ultra or its applicable Subsidiary, all rights and interests of each Delta or its applicable Subsidiary in and to any proceeds of insurance arising from such fire or casualty or proceeds arising from any condemnation proceeding (less any costs incurred by Delta in pursuing such proceeds) at the time of the conveyance, assignment or transfer for the relevant Property. To the extent that there is any damage from condemnation or any fire or other casualty to any Leased Real Property and (ii) that prior to the Purchaser is not relying upon any statementsActual Closing, representations or warranties Delta shall consult with Ultra prior to the exercise of any kind, other than those specifically right set forth in this Agreement or in any document to be delivered to the Purchaser at any Closing, made by the Candlewood Parties or anyone acting on the Candlewood Parties' behalf. The Purchaser further acknowledges that it has not received from or on behalf of the Candlewood Parties any accounting, tax, legal, architectural, engineering, property management or other advice respective Lease with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "as is" condition on each Closing Datesuch an event.

Condition of Properties. To its knowledge, its Property is, or on the applicable Closing Date will be, in good working order and repair, mechanically and structurally sound, free from material defects in materials and workmanship. The representations and warranties made in this Agreement by the Candlewood Parties are made as of the date hereof and shall be deemed remade by the Candlewood Parties as of the applicable Closing Date for the Property or Properties then being conveyed by the Sellers, with the same force and effect as if made on, and as of, such date; provided, however, that, the Candlewood Parties shall have the right, from time to time prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, to modify the representations and warranties by notice to the Purchaser and, in such event, the Purchaser shall have the rights provided in Section 2.3. All representations and warranties made in this Agreement by the Candlewood Parties shall survive the applicable Closing for a period of one year thereafter. Except as otherwise expressly provided in this Agreement or any documents to be delivered to the Purchaser at the Closing, the Candlewood Parties disclaim the making of any Ultra makes no representations or warranties, express or implied, regarding with respect to the condition of the Properties; and Delta or its applicable Subsidiary shall accept each Property “AS IS, WHERE IS” and in such condition and state of repair as exists on the Distribution Date, with respect to the Owned Real US-DOCS\97324968.13 Properties, and on the Actual Closing Date, with respect to the Leased Real Properties, with all faults, limitations and defects (latent and apparent), without any representations or warranties, whether oral or written, express, implied presumed, statutory or otherwise, as to its quality, nature, merchantability, value, marketability, adequacy or its fitness for any intended use or particular purpose. Delta, for itself and on behalf of its Subsidiaries, acknowledges that it has had the opportunity to inspect the Properties or matters affecting the Properties, whether made by the Candlewood Parties, on the Candlewood Parties' behalf or otherwiseand all aspects relating thereto, including, without limitation, all of the physical physical, environmental and operational aspects of, or conditions on, the Property to its full satisfaction and is familiar with the Properties. The Parties’ obligations under this Agreement are not conditioned upon the Properties being in any particular condition, and, any damage from condemnation or any fire or other casualty or any other change in the condition of the Propertiesany Property notwithstanding, title Ultra shall make, or cause its applicable Subsidiary to or the boundaries of the Real Property, pest control matters, soil conditionsmake, the presenceconveyances, existence assignments and transfers under Section 2.1 and 2.2 of this Agreement, and Delta shall accept, or absence cause its applicable Subsidiary to accept, all such conveyances, assignments and transfers; provided, however, in the event of hazardous wastes, toxic substances any such damage from condemnation or fire or other environmental matterscasualty before the Distribution Date, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Properties or the market and physical environments in which they are located. The Purchaser acknowledges (i) that the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physicalOwned Real Properties, environmentalor the Actual Closing, economic with respect to the Leased Real Properties, Ultra or its applicable Subsidiary shall confer with Delta regarding, and legal condition use commercially reasonable efforts to pursue and assign (without representation or warranty) to Delta or its applicable Subsidiary, all rights and interests of each Ultra or its applicable Subsidiary in and to any proceeds of insurance arising from such fire or casualty or proceeds arising from any condemnation proceeding (less any costs incurred by Ultra in pursuing such proceeds) at the time of the conveyance, assignment or transfer for the relevant Property. To the extent that there is any damage from condemnation or any fire or other casualty to any Leased Real Property and (ii) that prior to the Purchaser is not relying upon any statementsActual Closing, representations or warranties Ultra shall consult with Delta prior to the exercise of any kind, other than those specifically right set forth in this Agreement or in any document to be delivered to the Purchaser at any Closing, made by the Candlewood Parties or anyone acting on the Candlewood Parties' behalf. The Purchaser further acknowledges that it has not received from or on behalf of the Candlewood Parties any accounting, tax, legal, architectural, engineering, property management or other advice respective Lease with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors. Subject to the provisions of this Agreement, the Purchaser shall purchase the Properties in their "as is" condition on each Closing Datesuch an event.