C » Topics » No Representations by Landlord

These excerpts taken from the C 10-K filed Feb 22, 2008.

No Representations by Landlord

32.01. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this lease, is not relying upon, and Landlord expressly disclaims, any and all warranties, representations, promises or statements of any kind and character, express or implied, written or oral, with respect to the Real Property, except to the extent that the same are expressly set forth in this lease or in any other written agreement which may be made between the parties concurrently with the execution and delivery of this lease and shall expressly refer to this lease. All understandings and agreements heretofore had between the parties are merged in this lease and any other written agreement(s) made concurrently herewith, which alone fully and completely express the agreement of the parties and which are entered into after full investigation, neither party relying upon any statement or representation not embodied in this lease or any other written agreement(s) made concurrently herewith. Without limiting the generality of the first sentence of the preceding paragraph or any other disclaimer set forth in this lease, Landlord and Tenant hereby agree that, except to the extent the same are expressly set forth in this lease, Landlord has not made and is not making any representations or warranties, express or implied, written or oral, as to (a) the nature or condition, physical or otherwise, of the Real Property or any aspect thereof, including, without limitation, any warranties of habitability, suitability, merchantability, or fitness for a particular use or purpose, of the absence of redhibitory or latent vices or defects in the Real Property, (b) the nature or quality of construction, structural design or engineering of the improvements or the state of repair or lack of any of the improvements, (c) the quality of the labor or materials included in the improvements, (d) the soil conditions, drainage conditions, topographical features, access to public rights-of-way, availability of utilities or other conditions or circumstances which affect or may affect the Real Property or any use to which the Real Property may be put, (e) any conditions at or which affect or may affect the real property with respect to any particular purpose, use, development potential or otherwise, (f) the area, size, shape, configuration, location, capacity, quantity, quality, cash flow, expenses or value of the Real Property or any part thereof except with respect to the rentable area of the Building set forth in this lease which has been deemed agreed to, (g) the nature or extent of title to the Real Property, or any easement, servitude, right-of-way, possession, lien, encumbrance, license, reservation, condition or otherwise that may affect title to the Real Property, (h) any environmental, geological, structural or other condition or hazard or the absence thereof heretofore, now or hereafter affecting in any manner the Real Property, including but not limited to the presence or absence of asbestos or any environmentally hazardous substance on, in, under or adjacent to the Real Property, (i) the compliance of the Real Property or the operation or use of the Real Property with any applicable restrictive covenants, or with any laws, ordinances or regulations of any governmental body (including specifically, without limitation, any zoning or land use laws, regulations or restrictions (including those which are applicable to the Real Property as a result of its

 

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location in a designated historic district), any building codes, any environmental laws, and the Americans With Disabilities Act of 1990, 42 U.S.C. 12101 et seq.).

ARTICLE 33

No Representations by Landlord

32.01. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this lease, is not relying upon, and Landlord expressly disclaims, any and all warranties, representations, promises or statements of any kind and character, express or implied, written or oral, with respect

 

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to the Real Property, except to the extent that the same are expressly set forth in this lease or in any other written agreement which may be made between the parties concurrently with the execution and delivery of this lease and shall expressly refer to this lease. All understandings and agreements heretofore had between the parties are merged in this lease and any other written agreement(s) made concurrently herewith, which alone fully and completely express the agreement of the parties and which are entered into after full investigation, neither party relying upon any statement or representation not embodied in this lease or any other written agreement(s) made concurrently herewith. Without limiting the generality of the first sentence of the preceding paragraph or any other disclaimer set forth in this lease, Landlord and Tenant hereby agree that, except to the extent the same are expressly set forth in this lease, Landlord has not made and is not making any representations or warranties, express or implied, written or oral, as to (a) the nature or condition, physical or otherwise, of the Real Property or any aspect thereof, including, without limitation, any warranties of habitability, suitability, merchantability, or fitness for a particular use or purpose, of the absence of redhibitory or latent vices or defects in the Real Property, (b) the nature or quality of construction, structural design or engineering of the improvements or the state of repair or lack of any of the improvements, (c) the quality of the labor or materials included in the improvements, (d) the soil conditions, drainage conditions, topographical features, access to public rights-of-way, availability of utilities or other conditions or circumstances which affect or may affect the Real Property or any use to which the Real Property may be put, (e) any conditions at or which affect or may affect the real property with respect to any particular purpose, use, development potential or otherwise, (f) the area, size, shape, configuration, location, capacity, quantity, quality, cash flow, expenses or value of the Real Property or any part thereof except with respect to the rentable area of the Building set forth in this lease which has been deemed agreed to, (g) the nature or extent of title to the Real Property, or any easement, servitude, right-of-way, possession, lien, encumbrance, license, reservation, condition or otherwise that may affect title to the Real Property, (h) any environmental, geological, structural or other condition or hazard or the absence thereof heretofore, now or hereafter affecting in any manner the Real Property, including but not limited to the presence or absence of asbestos or any environmentally hazardous substance on, in, under or adjacent to the Real Property, (i) the compliance of the Real Property or the operation or use of the Real Property with any applicable restrictive covenants, or with any laws, ordinances or regulations of any governmental body (including specifically, without limitation, any zoning or land use laws, regulations or restrictions (including those which are applicable to the Real Property as a result of its location in a designated historic district), any building codes, any environmental laws, and the Americans With Disabilities Act of 1990, 42 U.S.C. 12101 et seq.).

 

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ARTICLE 33

No Representations by Landlord

32.01. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this lease or in any other written agreement which may be made between the parties concurrently with the execution and delivery of this lease and shall expressly refer to this lease. All understandings and agreements heretofore had between the parties are merged in this lease and any other written agreement(s) made concurrently herewith, which alone fully and completely express the agreement of the parties and which are entered into after full investigation, neither party relying upon any statement or representation not embodied in this lease or any other written agreement(s) made concurrently herewith.

 

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ARTICLE 33

No Representations by Landlord

32.01. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this lease or in any other written agreement which may be made between the parties concurrently with the execution and delivery of this lease and shall expressly refer to this lease. All understandings and agreements heretofore had between the parties are merged in this lease and any other written agreement(s) made concurrently herewith, which alone fully and completely express the agreement of the

 

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parties and which are entered into after full investigation, neither party relying upon any statement or representation not embodied in this lease or any other written agreement(s) made concurrently herewith. In furtherance of the foregoing, Tenant acknowledges that it has been the lessee of the Real Property immediately prior to the commencement of the Term and that it is fully familiar with the Premises and the Real Property and agrees that as to any pre-existing condition that is the responsibility of Landlord hereunder to cure but that was the responsibility of Tenant to cure during the term of the Original Lease pursuant to the terms thereof, Landlord may cure the same and Tenant shall reimburse Landlord for the reasonable third party actual out-of-pocket costs and expenses incurred by Landlord in effecting such cure within thirty (30) days after demand therefor (which demand must be accompanied by documentation that reasonably evidences such expenditures). Any dispute by Landlord and Tenant with respect to the subject matter of the preceding sentence may be resolved by expedited arbitration pursuant to Article 37 hereof.

ARTICLE 33

No Representations by Landlord

32.01. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this lease or in any other written agreement which may be made between the parties concurrently with the execution and delivery of this lease and shall expressly refer to this lease. All understandings and agreements heretofore had between the parties are merged in this lease and any other written agreement(s) made concurrently herewith, which alone fully and completely express the agreement of the parties and which are entered into after full investigation, neither party relying upon any statement or representation not embodied in this lease or any other written agreement(s) made concurrently herewith.

 

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ARTICLE 33

EXCERPTS ON THIS PAGE:

10-K (5 sections)
Feb 22, 2008
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