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. 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.
5.1.1 Any such inspection, including through the performance of Phase I Environmental Site Assessments, shall be conducted in accordance with the terms of the Confidentiality Agreement and subject to any releases or other agreements required by the operator of the Properties. Prior to Closing, Buyer may not operate equipment, conduct testing, sample materials, perform Phase II environmental audits, or conduct invasive activities during such inspection without Seller’s prior written consent, which consent shall not be unreasonably withheld. Buyer shall be responsible for arranging, at its own cost, transportation to and from the Properties. During the time period between the Closing and the Adverse Condition Diligence Review Deadline, Buyer may not conduct testing, sample materials, conduct invasive activities related to environmental conditions or perform Phase II environmental audits without in any case obtaining any applicable Third Party operator’s prior written consent, and without obtaining Seller’s prior written consent, which consent shall not be unreasonably withheld, unless recommended in a Phase I environmental audit or required by applicable Law in which case Seller’s prior written consent will not be required.
Condition of the Properties. 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. Any damage to the Improvements identified on Schedule 4.8 is fully covered by insurance (subject to the applicable deductible) and the required repairs identified thereon are capable of being completed within six (6) months of the Closing Date. 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, 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 has been 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.
Condition of the Properties. (a) The Buyer acknowledges that it has examined each of the Premises and is familiar with the physical condition thereof, and agrees to take them "as is" on the date hereof subject to ordinary wear and tear and other changes thereto not prohibited by this Agreement. Except as expressly set forth in this Agreement, the Buyer acknowledges that the Sellers have not made and do not make any representation as to the physical condition, layout, footage, rents, income, expenses, operation or any other matter or thing affecting or relating to the Premises or this Agreement, and that the Sellers' sole obligation hereunder with respect to the Premises is to deliver the Premises on the date of Closing subject to the Permitted Closing Liens.
(b) Except as expressly set forth in this Agreement, the schedules and exhibits hereto, and the other Transaction Documents, and any certificate or instrument delivered pursuant to the terms hereof or thereof, the Sellers make no representations or warranties with respect to the Purchased Assets, the Assumed Liabilities or conditions, including, with respect to the Purchased Assets, any representation or warranty of merchantability, suitability or fitness for a particular purpose, or quality as to the Purchased Assets, or any part thereof, or as to the condition or workmanship thereof, or the absence of any defects therein, whether latent or patent, including, but not limited to, the physical nature, condition and state of repair of the Premises (including, but not limited to, all matters relating to engineering, environmental and asbestos concerns) and the state of title to any of the Purchased Assets. Except as provided in this Agreement, the schedules and exhibits hereto, and the other Transaction Documents, and any other certificate or instrument delivered pursuant to the terms hereof or thereof, the Purchased Assets are to be conveyed hereunder "AS IS" on the date hereof and in their present condition, subject to (i) reasonable use, wear and tear between the date hereof and the Closing Date (ii) changes to the Purchased Assets not prohibited under Article VI hereof, and the Buyer shall rely upon its own examination thereof.
Condition of the Properties. All of the representations and warranties of Assignor contained in Sections 3.08, 3.09, 3.11, 3.13 and 3.21 through 3.26 of the Loan Agreement are true and correct in all material respects on and as of the Effective Time. Further, except to the extent same do not have a material adverse effect on the value of the Property, the Properties are not subject to any burdensome restriction, restraint or hazard not customary in the oil and gas industry based on a contract entered into by Assignor after [the Amendment Date].
Condition of the Properties. (a) None of the Properties or other assets of Target are subject to Condemnation and, to the Knowledge of Seller, no proceedings for Condemnation are pending or have been threatened in writing.
(b) There are no other Casualty Losses affecting any of the Properties.
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.
(ii) To Sellers’ Knowledge, there is no condemnation, expropriation or other proceeding in eminent domain, pending or threatened, affecting any of the Properties or any portion thereof or interest therein. To Sellers’ Knowledge, there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy of each Property or any portion thereof.
