Common use of Assignor’s Representations Clause in Contracts

Assignor’s Representations. a. Assignor is the Tenant under the Lease, a true and complete copy of which is attached hereto as Exhibit "A" and made a part hereof. b. The Lease embodies the entire agreement and understanding between the parties thereto with respect to the Premises and the Lease is in full force and effect and has not been amended, modified, supplemented or superseded, except as shown in Exhibit "A", nor has Assignor's interest in the Lease and/or the Premises previously been assigned, sublet or otherwise transferred, nor has Assignor entered into any agreement to expand the Premises, extend the term of the Lease or terminate the Lease, except as shown in Exhibit "A". c. The termination date of the present term of the Lease is December 31, 2003. d. All rent, taxes and other charges recited in the Lease have been paid to the extent the same were payable prior to the Effective Date and no such rent or other charges have been prepaid. e. As of the Effective Date, there is no defense, offset, claim or counterclaim by or in favor of Assignor against the obligations of Assignor under the Lease or otherwise. f. To the best of Assignor's knowledge, as of the Effective Date there is no defense, offset, claim or counterclaim by or in favor of Landlord against the obligations of Landlord under the Lease or otherwise. g. As of the Effective Date, there is no default of Assignor under the Lease and no event has occurred and is continuing which with the giving of notice or passage of time or both would constitute a default or violation of the Lease by Assignor. h. Assignor has not received notice of any lien, sale, transfer, assignment, hypothecation or pledge of the Lease or the Premises. i. There is no suit, action, proceeding or audit pending at law or in equity or before or by any court, administrative agency or other governmental authority, or, to the knowledge of Assignor, threatened against or affecting the undersigned or the Premises which brings into question the validity of the Lease or which if determined adversely against Assignor might impair the interest of Assignee under the Lease. j. To the best of Assignor's knowledge, there is no fact which materially or adversely affects or in the future may materially or adversely affect the condition or operation of Assignee's business in the Premises under the Lease. k. Assignor has not used and is not aware of any individual or entity who has used the Premises for any activities which, directly or indirectly, involve the use, generation, treatment, storage, transportation or disposal of any petroleum product or any toxic or hazardous chemical, material, substance, pollutant or waste, except as follows: ____________________________________________________________________ 1. The undersigned is authorized to execute this Addendum on behalf of Assignor.

Assignor’s Representations. a. Assignor hereby confirms unto Assignee as follows: (a) Assignor is the Tenant sole tenant under the Lease and is the sole owner of the tenant's interest thereunder; and Assignor holds valid leasehold title to the Lease and the buildings, leasehold improvements, fixtures and equipment assigned hereby. (b) Assignor has not previously assigned the Lease or any interest therein, the security or otherwise, or sublet the property subject to the Lease, a true and complete copy of which is attached hereto as Exhibit "A" and made a part hereofin whole or in part. b. (c) Subject to Xxxxxxxx's consent, Assignor has the full right and authority to assign the Lease and all of Assignor's rights contained therein and Assignor knows of no circumstance which would prevent this assignment of the Lease from being valid and binding upon Assignor in all respects. (d) The Lease embodies the entire agreement and understanding between the parties thereto with respect to the Premises has not been modified, or amended in any manner except as shown on Exhibit A attached hereto, and the Lease is in full force and effect and has not been amended, modified, supplemented or superseded, except as shown in Exhibit "A", nor has Assignor's interest in the Lease and/or the Premises previously been assigned, sublet or otherwise transferred, nor has Assignor entered into any agreement to expand the Premises, extend the term of the Lease or terminate date hereof. (e) Assignor is not in default under the Lease, except as shown in Exhibit "A". c. The termination date of the present term of the Lease is December 31, 2003. d. All rent, taxes and other charges recited in the Lease have been paid to the extent the same were payable prior to the Effective Date and no such rent circumstances or other charges have been prepaid. e. As conditions exist which, either now or by the passage of the Effective Datetime, there is no defense, offset, claim or counterclaim by or in favor of Assignor against the obligations of Assignor would constitute a default under the Lease or otherwisewould entitle Landlord to terminate the Lease or abridge Assignor's rights thereunder. f. To (f) All rentals due and payable under the best of Assignor's knowledge, Lease as of the Effective date hereof have been paid and will have been paid by Assignor as of the Date there is no defenseof Possession. (g) Xxxxxxxx agrees to indemnify and hold harmless Assignee from and against any and all claims, offset, claim damages and liabilities arising from or counterclaim by or in favor of Landlord against the obligations of Landlord under relating to the Lease or otherwise. g. As of the Effective Date, there is no default of Assignor under the Lease and no event has occurred and is continuing which with the giving of notice or passage of time or both would constitute a default or violation of the Lease by Assignor. h. Assignor has not received notice of any lien, sale, transfer, assignment, hypothecation or pledge of the Lease or the Premises. i. There is no suit, action, proceeding or audit pending at law or in equity or before or by any court, administrative agency or other governmental authority, or, as to matters occurring prior to the knowledge of Assignor, threatened against or affecting the undersigned or the Premises which brings into question the validity of the Lease or which if determined adversely against Assignor might impair the interest of Assignee under the LeasePossession Date. j. To the best of Assignor's knowledge, there is no fact which materially or adversely affects or in the future may materially or adversely affect the condition or operation of Assignee's business in the Premises under the Lease. k. Assignor has not used and is not aware of any individual or entity who has used the Premises for any activities which, directly or indirectly, involve the use, generation, treatment, storage, transportation or disposal of any petroleum product or any toxic or hazardous chemical, material, substance, pollutant or waste, except as follows: ____________________________________________________________________ 1. The undersigned is authorized to execute this Addendum on behalf of Assignor.

Assignor’s Representations. a. Assignor is represents to Assignee (as of the Tenant under Execution Date and again as of the Effective Date) as follows: (i) The Lease has not been modified, amended, supplemented, terminated, extended or renewed except as set forth in Exhibit B, and a true and correct copy of the Lease, a true and complete copy of which including any amendments thereto, is attached hereto as Exhibit "A" and made a part hereof. b. The B; (ii) Assignor has not previously assigned its interest in the Lease embodies the entire agreement and understanding between the parties thereto with respect to or sublet the Premises and or any portion thereof or entered into any agreement permitting any person or entity to use or occupy any portion of the Premises or the Improvements; (iii) the Lease is in full force and effect and has not been amendedthere exists no default under the Lease on the part of Assignor or, modifiedto the current actual knowledge of Assignor, supplemented or superseded, except as shown in Exhibit "A"Landlord, nor has Assignor's interest in the Lease and/or the Premises previously been assignedany event occurred which, sublet or otherwise transferred, nor has Assignor entered into any agreement to expand the Premises, extend the term of the Lease or terminate the Lease, except as shown in Exhibit "A". c. The termination date of the present term of the Lease is December 31, 2003. d. All rent, taxes and other charges recited in the Lease have been paid to the extent the same were payable prior to the Effective Date and no such rent or other charges have been prepaid. e. As of the Effective Date, there is no defense, offset, claim or counterclaim by or in favor of Assignor against the obligations of Assignor under the Lease or otherwise. f. To the best of Assignor's knowledge, as of the Effective Date there is no defense, offset, claim or counterclaim by or in favor of Landlord against the obligations of Landlord under the Lease or otherwise. g. As of the Effective Date, there is no default of Assignor under the Lease and no event has occurred and is continuing which with the giving of notice or the passage of time or both would both, could constitute a breach or default or violation by Assignor or, to the current actual knowledge of Assignor, Landlord under the Lease; (iv) Assignor has paid all base rent, additional rent, and all other charges presently due and payable under the Lease through and including June 30, 2002, subject to reconciliation of Operating Expenses (as that term is defined in Lease) by Assignor. h. Landlord for calendar year 2001, if any; (v) Assignor is a corporation in good standing under Delaware law and is authorized to do business in California and the person signing this Assignment on behalf of Assignor has the full power and authority to bind Assignor to this Assignment; (vi) Assignor has not received written notice of any lien, sale, transfer, assignment, hypothecation pending or pledge threatened litigation which affects Assignor’s use of or operations on the Premises; and (vii) the “Commencement Date” of the Lease or was March 1, 1998 and the Premises. i. There is no suit, action, proceeding or audit pending at law or in equity or before or by any court, administrative agency or other governmental authority, or, to the knowledge of Assignor, threatened against or affecting the undersigned or the Premises which brings into question the validity “Expiration Date” of the Lease or which if determined adversely against Assignor might impair the interest of Assignee under the Leaseis February 29, 2008. j. To the best of Assignor's knowledge, there is no fact which materially or adversely affects or in the future may materially or adversely affect the condition or operation of Assignee's business in the Premises under the Lease. k. Assignor has not used and is not aware of any individual or entity who has used the Premises for any activities which, directly or indirectly, involve the use, generation, treatment, storage, transportation or disposal of any petroleum product or any toxic or hazardous chemical, material, substance, pollutant or waste, except as follows: ____________________________________________________________________ 1. The undersigned is authorized to execute this Addendum on behalf of Assignor.