Condition of the Properties. LESSEE ACKNOWLEDGES AND AGREES THAT IT IS LEASING EACH PROPERTY "AS-IS WHERE-IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY LESSOR (EXCEPT THAT LESSOR SHALL KEEP EACH PROPERTY FREE AND CLEAR OF LESSOR LIENS) AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE, (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF (IF ANY), (C) ANY STATE OF FACTS REGARDING ITS PHYSICAL CONDITION OR WHICH AN ACCURATE SURVEY MIGHT SHOW, (D) ALL APPLICABLE LEGAL REQUIREMENTS AND (E) VIOLATIONS OF LEGAL REQUIREMENTS WHICH MAY EXIST ON THE DATE HEREOF AND/OR THE DATE OF THE APPLICABLE LEASE SUPPLEMENT. NEITHER LESSOR NOR THE AGENT NOR ANY LENDER NOR ANY HOLDER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) (EXCEPT THAT LESSOR SHALL KEEP EACH PROPERTY FREE AND CLEAR OF LESSOR LIENS) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF ANY PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROPERTY (OR ANY PART THEREOF), AND NEITHER LESSOR NOR THE AGENT NOR ANY LENDER NOR ANY HOLDER SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF ANY PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT. LESSEE HAS OR PRIOR TO THE BASIC TERM COMMENCEMENT DATE WILL HAVE BEEN AFFORDED FULL OPPORTUNITY TO INSPECT EACH PROPERTY AND THE IMPROVEMENTS THEREON (IF ANY), IS OR WILL BE (INSOFAR AS LESSOR, THE AGENT, EACH LENDER AND EACH HOLDER ARE CONCERNED) SATISFIED WITH THE RESULTS OF ITS INSPECTIONS AND IS ENTERING INTO THIS LEASE SOLELY ON THE BASIS OF THE RESULTS OF ITS OWN INSPECTIONS, AND ALL RISKS INCIDENT TO THE MATTERS DESCRIBED IN THE PRECEDING SENTENCE, AS BETWEEN LESSOR, THE AGENT, THE LENDERS AND THE HOLDERS, ON THE ONE HAND, AND LESSEE, ON THE OTHER HAND, ARE TO BE BORNE BY LESSEE.
Condition of the Properties. To each Borrower's Knowledge, except as set forth in the Property Condition Reports for the Properties delivered to Lender, all Improvements including, without limitation, the roof and all structural components, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior doors, parking facilities, sidewalks and landscaping are in good condition and repair. Except as disclosed in the Property Condition Reports, (i) the Borrowers are not aware of any latent or patent structural or other material defect or deficiency in the Properties and, (ii) to the Borrowers' Knowledge, city water supply, storm and sanitary sewers, and electrical, gas (if applicable) and telephone facilities are available to each of the Properties within the boundary lines of each of the Properties (except as may be shown on the applicable Survey), are fully connected to the Improvements and are fully operational, are sufficient to meet the reasonable needs of each of the Properties as now used or presently contemplated to be used, and no other utility facilities are necessary to meet the reasonable needs of each of the Properties as now used or presently contemplated. Except as may be shown on the applicable Survey, to the Borrowers' Knowledge no part of any of the Properties is within a flood plain and none of the Improvements create encroachments over, across or upon the Properties' boundary lines, rights of way or easements, and no building or other improvements on adjoining land create such an encroachment which could reasonably be expected to have a Material Adverse Effect. All public roads and streets necessary for service of and access to each of the Properties for the current and contemplated uses thereof have been completed and are serviceable and are physically and legally open for use by the public. To the Borrowers' Knowledge after due inquiry, and except as disclosed in the Property Condition Reports, any septic system located at any of the Properties is in good and safe condition and repair and in compliance with all applicable law.
Condition of the Properties. The condition of the Properties, including, but not limited to, the structure of the Improvements, the boundaries and dimensions of the Real Property and Improvements, entitlements and permits relating to the Properties, the soils and environmental condition of the Properties, the physical and economic condition of the Properties, the suitability of the Properties for Buyer’s intended use, and any and all other matters relating to the Properties deemed relevant by Buyer;
Condition of the Properties. (i) To Sellers’ Knowledge, there are no structural deficiencies or latent or patent defects affecting any of the Improvements on any Property and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof.
Condition of the Properties. 14.5.1 The buildings and other structures on the Properties are in good and substantial repair and fit for the purpose for which they are used.
Condition of the Properties. There are no other Casualty Losses affecting any of the Properties.
Condition of the Properties. After execution and delivery of this Agreement, Seller shall provide Buyer access (during Seller’s regular business hours) to Seller-operated Properties, and Seller will use its commercially reasonable efforts to obtain permission for Buyer to gain access to Third Party-operated Properties, to conduct a visual inspection of the same.
Condition of the Properties. 5.6.1 There are no disputes with any adjoining or neighbouring owner with respect to boundary walls and fences or with respect to any easement, right or means of access to any of the Properties.
Condition of the Properties. The parties hereby acknowledge, represent, warrant and agree to that: (i) except as otherwise expressly provided in this Agreement, each party is expressly purchasing the Property in its existing condition “AS IS, WHERE IS, AND WITH ALL FAULTS” with respect to all facts circumstances, conditions and defects; (ii) neither party has an obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate the other party for same; (iii) each party has specifically bargained for the assumption by the other party of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and all terms of this Agreement, including the Purchase Price, have been structured in consideration thereof, (iv) both the City and Manhattan Realty are sophisticated purchasers of real property and will undertake all such inspections and investigations of the Property as they deem necessary and appropriate under the circumstances as to the condition of the Property and the suitability of the Property for its intended use, and based upon same, the parties are and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own agents, legal counsel and officers; (v) neither party is making and has not made any warranty or representation with respect to any materials or other data provided by the other party or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to enter into this Agreement and thereafter to purchase the Property for any other purpose. The parties agree that, upon Closing, parties shall conclusively be deemed to have released the other party from all responsibility regarding the valuation and condition of the Property, and shall conclusively be deemed to have accepted the Property in its then existing condition, AS-IS, WHERE-IS, without warranty of any kind, and with all faults and problems of any kind and nature whatsoever that may then exist, whether the same are of a legal nature, a physical nature or otherwise, including without limitation, any faults and/or problems that could have been discoverable prior to entering into this Agreement or during the Inspection Period. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE PARTIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF MERCHANTABILITY OR HAB...
Condition of the Properties. To the Borrower's Knowledge, except as set forth on SCHEDULE 4.8, as of the Closing Date all Improvements are in good repair and condition, ordinary wear and tear excepted except to the extent same would not have a Material Adverse Effect. The Borrowers are not aware of any latent or patent structural or other material defect or deficiency in the Properties which could, in the aggregate, have a Material Adverse Effect, and all necessary utilities are fully connected to the Improvements and are fully operational, are sufficient to meet the reasonable needs of each of the Properties as now used or presently contemplated to be used, and no other utility facilities or repairs are necessary to meet the reasonable needs of each of the Properties as now used or presently contemplated. To the Borrowers' Knowledge, except to the extent affirmative coverage will be provided under the Title Policies against forced removal by Borrower, none of the Improvements create encroachments over, across or upon the Properties' boundary lines, rights of way or easements, and no building or other improvements on adjoining land create such an encroachment, which could reasonably be expected to have a Material Adverse Effect. Access will be insured by the Title Company for all Ground Leased Properties and the Borrowers have access to each of the Owned Properties except to the extent that failure to have such access would not be reasonably likely to have a Material Adverse Effect.
