COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES. A. Lessee's use and occupation of each of the Properties, and the condition thereof, shall, at Lessee's sole cost and expense, comply in all material respects with all Applicable Regulations and all restrictions, covenants and encumbrances of record with respect to each of the Properties. In addition to the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply in all material respects with all Applicable Regulations, including, without limitation, in connection with any maintenance, repairs and replacements of the Properties undertaken by Lessee as required by Section 17 of this Lease. B. Lessee will not permit any act or condition to exist on or about any of the Properties which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase. C. Without limiting the generality of the other provisions of this Section, Lessee agrees that it shall be responsible for complying in all respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder (collectively, the "ADA"), as it affects the Properties, including, but not limited to, making required "readily achievable" changes to remove any architectural or communications barriers, and providing auxiliary aides and services within the Properties. Lessee further agrees that any and all alterations made to the Properties during the Lease Term will comply with any applicable requirements of the ADA. All plans for alterations which must be submitted to Lessor under the provisions of Section 18 must include a statement from a licensed architect or engineer certifying that they have reviewed the plans, and that the plans comply with all applicable provisions of the ADA. Any subsequent approval or consent to the plans by Lessor shall not be deemed to be a representation on Lessor's part that the plans comply with the ADA, which obligation shall remain with Lessee. Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee's failure to comply with its obligations under this Section. D. Lessee represents and warrants to Lessor as follows: (i) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, none of the Properties nor Lessee are in violation of, or subject to, any pending or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, actually known to Lessee pertaining to the Properties. (ii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, all permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Properties by reason of any Environmental Laws have been obtained. (iii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Properties, other than in De Minimis Amounts. (iv) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, the Properties do not contain Hazardous Materials, other than in De Minimis Amounts, or underground storage tanks. (v) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there is no threat of any Release migrating to any of the Properties. (vi) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Properties. (vii) Lessee has not received any written notice from any person or entity (including but not limited to a Governmental Authority) relating to Hazardous Materials or Remediation thereof, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with any of the Properties, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing. (viii) Lessee has truthfully and fully provided to Lessor, in writing, any and all information relating to environmental conditions in, on, under or from the Properties of which Lessee has Actual Knowledge and that, to Lessee's Actual Knowledge, is contained in Lessee's files and records, including but not limited to any reports relating to Hazardous Materials in, on, under or from any of the Properties. (ix) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires: (1) all uses and operations on or of the Properties, whether by Lessee or any other person or entity, have been in compliance with all Environmental Laws and permits issued pursuant thereto; (2) there have been no Releases in, on, under or from any of the Properties, except in De Minimis Amounts; (3) there are no Hazardous Materials in, on, or under any of the Properties, except in De Minimis Amounts; and (4) the Properties have been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"). To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no tenant or other user of any of the Properties has done any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether on or off the Properties), impaired the value of any of the Properties, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to any of the Properties.
Appears in 4 contracts
Samples: Master Lease (O Charleys Inc), Master Lease (O Charleys Inc), Master Lease (O Charleys Inc)
COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES. A. Lessee's use and occupation of each of the Properties, and the condition thereof, shall, at Lessee's sole cost and expense, comply in all material respects fully with all Applicable Regulations and all restrictions, covenants and encumbrances of record with respect applicable to each of the Propertiessuch Property. In addition to the other requirements of this SectionSection 16, Lessee shall, at all times throughout the Lease Term, comply in all material respects with all Applicable Regulations, including, without limitation, in connection with any maintenance, repairs and replacements of the Properties undertaken by Lessee as required by Section 17 of this Lease.
B. Lessee will use its reasonable best efforts to not permit any act or condition to exist on or about any of the Properties (excluding acts committed by third parties not within the control of Lessee) which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase.
C. Without limiting the generality of the other provisions of this SectionSection 16, Lessee agrees that it shall be responsible for complying in all applicable respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder (collectively, the "ADA"), as it affects the Properties, including, but not limited towithout limitation, making required "readily achievable" changes to remove any architectural or communications barriers, and providing auxiliary aides and services within the Properties. Lessee further agrees that any and all alterations made to the Properties during the Lease Term will comply with any the applicable requirements of the ADA. All plans for alterations which must be submitted to Lessor under the provisions of Section 18 must include a statement from a licensed architect or engineer certifying that they have he or she has reviewed the plans, and that the plans comply with all applicable provisions of the ADA. Any subsequent approval or consent to the plans by Lessor shall not be deemed to be a representation on of Lessor's part that the plans comply with the ADA, which obligation shall remain with Lessee. Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee's failure to comply with its obligations under this Section.Section 16.C.
D. Lessee represents and warrants to Lessor as follows:
(i) To of the Effective Date, to Lessee's Actual Knowledge knowledge and except as disclosed in the Questionnaires, none :
(i) None of the Properties nor Lessee Lessee, in connection with its occupancy, use or operation of the Properties, are in violation ofof any Environmental Laws except for such noncompliance which could not reasonably be expected to have a Material Adverse Effect, or subject to, to any pending or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, and this representation and warranty would continue Laws that could reasonably be expected to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, actually known to Lessee pertaining to the Propertieshave a Material Adverse Effect.
(ii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, all All permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Properties required to be obtained by reason of any Environmental Laws have been obtained, except for such permits, licenses or authorizations the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect.
(iii) To Lessee's Actual Knowledge and except as disclosed Except in the QuestionnairesDe Minimis Amounts, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Properties, other than which have not been properly remediated in De Minimis Amountsaccordance with all applicable Environmental Laws, or which could not reasonably be expected to have a Material Adverse Effect.
(iv) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, the The Properties do not contain Hazardous Materials, other than in De Minimis Amounts, or underground storage tanks.
(v) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there is no threat of any Release migrating to any of the Properties.
(vi) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there There is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Properties, except for such non-compliance which could not reasonably be expected to have a Material Adverse Effect.
(viivi) Lessee has not received any written notice or other communication from any person or entity Person (including but not limited to a Governmental Authority) relating to Hazardous Materials or Remediation thereof, of possible liability of any person or entity Person pursuant to any Environmental Law, other environmental conditions Environmental Conditions in connection with any of the Properties, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing, in each case with respect to a condition or event that could reasonably be expected to have a Material Adverse Effect.
(viiivii) Lessee has truthfully and fully provided to Lessor, in writing, any and all information relating to environmental conditions Environmental Conditions in, on, under or from the Properties of which that is known to Lessee has Actual Knowledge and that, to Lessee's Actual Knowledge, that is contained in Lessee's files and records, including but not limited to any reports environmental investigations relating to Hazardous Materials in, on, under or from any of the Properties.
(ixviii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires: (1) all All uses and operations on or of the Properties, whether by Lessee or any other person or entityPerson, have been in compliance with all Environmental Laws and permits issued pursuant thereto; (2) there have been no Releases in, on, under or from any of the Properties, except in De Minimis Amounts; (3) there are no Hazardous Materials in, on, or under any of the Properties, except in De Minimis Amountsfor such non-compliance which could not reasonably be expected to have a Material Adverse Effect; and (4) the Properties have been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"). To Lessee's Actual Knowledge .
E. Lessee covenants to Lessor during the Lease Term that: (i) the Properties shall not be in violation of or subject to any investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws except for such violations or investigations or inquiries which relate to Hazardous Materials in De Minimis Amounts, and except as disclosed in the Questionnairesif any such investigation or inquiry is initiated, no tenant Lessee shall promptly notify Lessor; (ii) all uses and operations on or other user of any each of the Properties has done Properties, whether by Lessee or any act that materially increased the dangers other Person, shall be in compliance with all applicable Environmental Laws and permits issued pursuant thereto, except for such noncompliance which relates to human health Hazardous Materials in De Minimis Amounts; (iii) there shall be no Releases in, on, under or the environment, posed an unreasonable risk of harm to any person or entity (whether on or off the Properties), impaired the value of from any of the Properties, is contrary to any requirement of any insurerexcept in De Minimis Amounts; (iv) there shall be no Hazardous Materials in, constituted a public or private nuisance, constituted wasteon, or violated any covenant, condition, agreement or easement applicable to under any of the Properties., except in De Minimis Amounts;
Appears in 1 contract
Samples: Master Lease (CBRL Group Inc)
COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES. A. Lessee's use and occupation of each of the PropertiesPremises, and the condition thereof, shall, at Lessee's sole cost and expense, comply fully with (i) all applicable statutes, regulations, rules, ordinances, codes, licenses, permits, orders and approvals of each Governmental Authority, including, without limitation, all health, building, fire, safety and other codes, ordinances and requirements and all applicable standards of the National Board of Fire Underwriters, and all policies or rules of common law, in all material respects with all each case, as amended, and any judicial or administrative interpretation thereof, including any judicial order, consent, decree or judgment applicable to Lessee (collectively, "Applicable Regulations Regulations"), and (ii) all restrictions, covenants and encumbrances of record with respect to each of the Properties. In addition to the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply in all material respects with all Applicable Regulations, including, without limitation, in connection with any maintenance, repairs and replacements of the Properties undertaken by Lessee as required by Section 17 of this LeasePremises.
B. Lessee will not permit any act or condition to exist on or about any of the Properties Premises which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase.
C. Without limiting the generality of the other provisions of this Section, Lessee agrees that it shall be responsible for complying in all respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder (collectively, the "ADA"), as it affects the PropertiesPremises, including, but not limited to, making required "readily achievable" changes to remove any architectural or communications barriers, and providing auxiliary aides aids and services within the PropertiesPremises. Lessee further agrees that any and all alterations made to the Properties Premises during the Lease Term will comply with any applicable the requirements of the ADA. All plans for alterations which must be submitted to Lessor under the provisions of Section 18 must include a statement from a licensed architect Architect or engineer Engineer certifying that they have reviewed the plans, and that the plans comply with all applicable provisions of the ADA. Any subsequent approval or consent to the plans by the Lessor shall not be deemed to be a representation on of Lessor's part that the plans comply with the ADA, which obligation shall remain with Lessee. Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee's failure to comply with its obligations under this Section.
D. Lessee represents and warrants to Lessor and Environmental Insurer as follows:
(i) To Lessee's Actual Knowledge The Premises and except as disclosed in the Questionnaires, none of the Properties nor Lessee are not in violation of, or subject to, any existing, pending or to the best of Lessee's knowledge threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, and this representation and warranty would continue to be true and correct following disclosure to the applicable each Governmental Authorities Authority of all relevant facts, conditions and circumstances, if any, actually known to Lessee pertaining to the PropertiesPremises. If any such investigation or inquiry is subsequently initiated, Lessee will promptly notify Lessor.
(ii) To Lessee's Actual Knowledge Lessee has not obtained and except as disclosed in the Questionnaires, all is not required to obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Properties Premises by reason of any Environmental Laws have been obtainedLaws.
(iii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no No Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released by Lessee, and to the best of Lessee's knowledge, by any third party in, on, under, from or about any of the PropertiesPremises, other than except in De Minimis Amounts.
(iv) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, the Properties The Premises do not contain Hazardous Materials, Materials other than in De Minimis Amounts, or underground storage tanksAmounts in full compliance with all Environmental laws.
(v) To the best of Lessee's Actual Knowledge and except as disclosed in the Questionnairesknowledge, there is no threat of any Release migrating to any of the PropertiesPremises.
(vi) To There is no present, or to the best of Lessee's Actual Knowledge and except as disclosed in the Questionnairesknowledge, there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the PropertiesPremises.
(vii) Lessee has not received any written or oral notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to Hazardous Materials or Remediation thereof, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with any of the PropertiesPremises, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing.
(viii) Lessee has truthfully and fully provided to Lessor, in writing, any and all information relating to environmental conditions in, on, under or from the Properties of which Premises that is known to Lessee has Actual Knowledge and that, to Lessee's Actual Knowledge, that is contained in Lessee's files and records, including but not limited to any reports relating to Hazardous Materials in, on, under or from any of the PropertiesPremises.
(ix) To Lessee's Actual Knowledge E. Lessee covenants to Lessor and except as disclosed in Environmental Insurer during the QuestionnairesLease Term that: (1i) all uses and operations on or of the PropertiesPremises, whether by Lessee or any other person or entity, have been shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (2ii) there have been shall be no Releases in, on, under or from any of the PropertiesPremises, except in De Minimis Amounts; (3iii) there are shall be no Hazardous Materials or Regulated Substances in, on, or under any of the PropertiesPremises, except in De Minimis Amounts; and (4) the Properties have been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"). To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no tenant or other user of any of the Properties has done any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether on or off the Properties), impaired the value of any of the Properties, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to any of the Properties.;
Appears in 1 contract
COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES. A. Lessee's Tenant’s use and occupation of each of the PropertiesPremises, and the condition thereof, shall, at Lessee's Tenant’s sole cost and expense, comply fully with (i) all applicable statutes, regulations, rules, ordinances, codes, licenses, permits, orders, and approvals of any governmental agencies, departments, commissions, bureaus, boards, or instrumentalities of the United States, the state in which the Premises are located, and all material respects with political subdivisions thereof, including, without limitation, all Applicable Regulations health, building, fire, safety and other codes, ordinances, and requirements and all applicable standards of the National Board of Fire Underwriters, (ii) the requirements and conditions of all conditional or special use permits covering the Premises and the use thereof, now or hereafter in effect, (iii) all restrictions, covenants covenants, and encumbrances of record with respect to each of the Properties. In addition to Premises, (iv) Environmental Laws (as defined below), and (v) all requirements and matters described in Section 13.F hereof (collectively, the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply in all material respects with all Applicable Regulations, including, without limitation, in connection with any maintenance, repairs and replacements of the Properties undertaken by Lessee as required by Section 17 of this Lease“Laws”).
B. Lessee Tenant will not permit any act or condition to exist on or about any of the Properties Premises which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee Tenant shall pay for such increase.
C. Without limiting the generality of the other provisions of this Section, Lessee Tenant agrees that it shall be responsible for complying in all respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder (collectively, the "“ADA"”), as it affects the PropertiesPremises, including, but not limited to, making required "“readily achievable" ” changes to remove any architectural or communications barriers, and providing auxiliary aides and services within the PropertiesPremises. Lessee Tenant further agrees that any and all additions and alterations made to the Properties Premises during the Lease Term will comply with any applicable the requirements of the ADA. All plans for alterations which must be submitted to Lessor under the provisions of Section 18 must include a statement from a licensed architect or engineer certifying that they have reviewed the plans, and that the plans comply with all applicable provisions of the ADA. Any subsequent approval or consent to the plans by Lessor shall not be deemed to be a representation on Lessor's part that the plans comply with the ADA, which obligation shall remain with Lessee. Lessee Tenant agrees that it will defend, indemnify indemnify, and hold harmless the Indemnified Parties Landlord and Landlord’s shareholders, directors, officers, agents, attorneys, and employees from and against any and all Losses claims, demands, causes of action, suits, proceedings, liabilities, damages (including consequential and punitive damages), losses, costs, and expenses, including attorneys’ fees, caused by, incurred incurred, or resulting from Lessee's Tenant’s failure to comply with its obligations under this Section.
D. Lessee represents and warrants to Lessor as follows:
Without limiting the generality of the other provisions of this Section, Tenant shall (i) To Lessee's Actual Knowledge and except comply with all Environmental Laws (as disclosed in defined below) applicable to the Questionnaires, none operation or use of the Properties nor Lessee are in violation ofPremises including without limitation the storage, use, and disposal of all Hazardous Materials, (ii) require and use its best efforts to cause all other persons occupying or subject tousing the Premises to comply with all such Environmental Laws, any pending or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations (iii) obtain and renew all governmental permits, licenses and authorizations required under any Environmental LawsLaw with respect to the Property and Tenant’s Use at the Premises, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, actually known to Lessee pertaining to the Properties.
(ii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, all permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Properties by reason of any Environmental Laws have been obtained.
(iii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Properties, other than in De Minimis Amounts.
(iv) To Lessee's Actual Knowledge and except as disclosed in provide Landlord with prompt written notice and, when applicable, notice to the Questionnairesappropriate governmental agencies, the Properties do not contain Hazardous Materials, other than in De Minimis Amounts, or underground storage tanks.
(v) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there is no threat of any Release migrating to actual, threatened or claimed release of a Hazardous Material (as such term is defined below) on the Premises or the Property and of any of the Properties.
(vi) To Lessee's Actual Knowledge and except as disclosed in the Questionnairesclaim, there is no past notice, investigation or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Properties.
(vii) Lessee has not received any written notice from any person or entity (including but not limited to a Governmental Authority) action relating to Hazardous Materials or Remediation thereof, of possible liability of any person or entity pursuant to the Premises and any Environmental Law. Tenant covenants and agrees not to use, other environmental conditions in connection with any of the Propertiesgenerate, release, manage, treat, manufacture, store, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing.
(viii) Lessee has truthfully and fully provided to Lessor, in writing, any and all information relating to environmental conditions indispose of, on, under or from the Properties of which Lessee has Actual Knowledge and thatabout, or transport to Lessee's Actual Knowledge, is contained in Lessee's files and records, including but not limited to any reports relating to Hazardous Materials in, on, under or from (any of the Properties.
(ix) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires: (1) all uses and operations on or of the Properties, whether by Lessee or any other person or entity, have been in compliance with all Environmental Laws and permits issued pursuant thereto; (2) there have been no Releases in, on, under or from any of the Properties, except in De Minimis Amounts; (3) there are no Hazardous Materials in, on, or under any of the Properties, except in De Minimis Amounts; and (4) the Properties have been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"). To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no tenant or other user of any of the Properties has done any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether on or off the Properties), impaired the value of any of the Properties, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to any of the Properties.of
Appears in 1 contract
Samples: Lease (Medicalcv Inc)
COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES. A. Lessee's a. Tenant’s use and occupation of each of the PropertiesPremises, and the condition thereof, shall, at Lessee's Tenant’s sole cost and expense, comply fully with (i) all applicable statutes, regulations, rules, ordinances, codes, licenses, permits, orders and approvals of any governmental agencies, departments, commissions, bureaus, boards or instrumentalities of the United States, the state in which the Premises is located and all material respects with political subdivisions thereof, including, without limitation, all Applicable Regulations health, building, fire, safety and other codes, ordinances and requirements, and (ii) all restrictions, covenants and encumbrances of record with respect to each of the Properties. In addition to the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply in all material respects with all Applicable Regulations, including, without limitation, in connection with any maintenance, repairs and replacements of the Properties undertaken by Lessee as required by Section 17 of this LeasePremises.
B. Lessee b. Tenant will not permit any act or condition to exist on or about any of the Properties Premises which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee Tenant shall pay for such increase.
C. c. Without limiting the generality of the other provisions of this Section, Lessee Tenant agrees that it shall be responsible for complying in all respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder (collectively, the "“ADA"”), as it affects the Properties, including, but not limited to, making required "readily achievable" changes to remove any architectural or communications barriers, and providing auxiliary aides and services within the PropertiesPremises. Lessee Tenant further agrees that any and all additions and alterations made to the Properties Premises during the Lease Term will comply with any applicable the requirements of the ADA. All plans for such additions and alterations which must be submitted to Lessor Landlord under the provisions of Section 18 this Lease must include a statement from a licensed architect Architect or engineer Engineer certifying that they have it has reviewed the plans, and that the plans comply with all applicable provisions of the ADA. Any subsequent approval or consent to the plans by Lessor Landlord shall not be deemed to be a representation on Lessor's part by Landlord that the plans comply with the ADA, which obligation shall remain with LesseeTenant. Lessee Tenant agrees that it will defend, indemnify and hold harmless the Indemnified Parties Landlord and Landlord’s members, managers, directors, officers, agents, attorneys and employees from and against any and all Losses claims, demands, causes of action, suits, proceedings, liabilities, damages (including consequential and punitive damages), losses, costs and expenses, including attorneys’ fees, caused by, incurred or resulting from Lessee's Tenant’s failure to comply with its obligations under this Section.
D. Lessee represents and warrants to Lessor as follows:
d. Without limiting the generality of the other provisions of this Section, Tenant shall (i) To Lessee's Actual Knowledge and except as disclosed in comply with all Environmental Laws applicable to the Questionnaires, none operation or use of the Properties nor Lessee are in violation ofPremises, (ii) cause all other persons occupying or subject tousing the Premises to comply with all such Environmental Laws, any pending or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations (iii) obtain and renew all governmental permits, licenses and authorizations required under any Environmental LawsLaw, and this representation (iv) provide Landlord with prompt written notice of any actual, threatened or claimed release of a Hazardous Material on the Premises and warranty would continue to be true and correct following disclosure of any claim, notice, investigation or action relating to the applicable Governmental Authorities of all relevant factsPremises and any Environmental Law. Tenant covenants and agrees not to use, conditions and circumstancesgenerate, if anyrelease, actually known manage, treat, manufacture, store, or dispose of, on, under or about, or transport to Lessee pertaining to the Properties.
or from (ii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, all permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Properties by reason of foregoing hereinafter a “Use”) the Premises any Environmental Laws have been obtained.
(iii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Properties, other than in De Minimis Amounts.
(iv) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, the Properties do not contain Hazardous Materials, other than in De Minimis Amounts, or underground storage tanks.
Amounts (v) To Lessee's Actual Knowledge and except as disclosed in such term is defined below). In the Questionnaires, there is no threat of any Release migrating to event Tenant breaches any of the Properties.
foregoing covenants, in addition to any and all other rights and remedies of Landlord, Landlord at its option may either (vii) To Lessee's Actual Knowledge and except as disclosed in the Questionnairesrequire Tenant to immediately upon demand analyze, there is no past remove, xxxxx and/or otherwise remedy all such Hazardous Materials using licensed contractors approved by Landlord or present non-compliance with Environmental Laws(ii) perform, without further notice to Tenant, or with permits issued pursuant theretocause to be performed such analysis, in connection with any removal, abatement and/or remedial work for and at the sole expense of Tenant. For purposes of this Section, (1) the Properties.
(vii) Lessee has not received any written notice from any person or entity (including term “Hazardous Materials” shall include but not be limited to asbestos, urea formaldehyde, polychlorinated biphenyls, oil, petroleum products, pesticides, radioactive materials, hazardous wastes, biomedical wastes, toxic substances and any other related or dangerous, toxic or hazardous chemical, material or substance regulated by or defined as hazardous or as a Governmental Authority) relating pollutant or contaminant in, or the Use of or exposure to Hazardous Materials which is prohibited, limited, governed or Remediation thereofregulated by, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with any of the Properties, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing.
(viii) Lessee has truthfully and fully provided to Lessor, in writing, any and all information relating to environmental conditions in, on, under or from the Properties of which Lessee has Actual Knowledge and that, to Lessee's Actual Knowledge, is contained in Lessee's files and records, including but not limited to any reports relating to Hazardous Materials in, on, under or from any of the Properties.
(ix) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires: (1) all uses and operations on or of the Properties, whether by Lessee or any other person or entity, have been in compliance with all Environmental Laws and permits issued pursuant thereto; (2) there have been no Releases in, on, under or from any of the Properties, except in term “De Minimis Amounts; ” shall mean, with respect to any given level of Hazardous Materials, that level or quantity of Hazardous Materials in any form or combination of forms which (i) does not constitute a violation of any Environmental Law and (ii) is customarily employed in, or associated with, similar businesses located in the county in which the Premises is located, and (3) there are no Hazardous Materials inthe term “Environmental Laws” shall mean any federal, onstate, or under local statute, law, rule, regulation, ordinance, code, policy or rule of common law now or hereafter in effect and in each case as amended, and any of the Propertiesjudicial or administrative interpretation thereof, except in De Minimis Amounts; and (4) the Properties have been kept free and clear of all liens and other encumbrances imposed pursuant including any judicial or administrative order, consent decree or judgment, relating to any Environmental Law (the "Environmental Liens"). To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no tenant or other user of any of the Properties has done any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person health, safety or entity (whether on or off the Properties), impaired the value of any of the Properties, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to any of the PropertiesHazardous Materials.
Appears in 1 contract
COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES. A. Lessee's use and occupation of each of the Properties, and the condition thereof, shall, at Lessee's sole cost and expense, comply in all material respects fully with all Applicable Regulations and all restrictions, covenants and encumbrances of record with respect to each of the Properties. In addition to the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply in all material respects with all Applicable Regulations, including, without limitation, in connection with any maintenance, repairs and replacements of the Properties undertaken by Lessee as required by Section 17 of this Lease.
B. Lessee will not permit any act or condition to exist on or about any of the Properties which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase.
C. Without limiting the generality of the other provisions of this Section, Lessee agrees that it shall be responsible for complying in all respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder (collectively, the "ADA"), as it affects the Properties, including, but not limited to, making required "readily achievable" changes to remove any architectural or communications barriers, and providing auxiliary aides and services within the Properties. Lessee further agrees that any and all alterations made to the Properties during the Lease Term will comply with any applicable the requirements of the ADA. All plans for alterations which must be submitted to Lessor under the provisions of Section 18 must include a statement from a licensed architect Architect or engineer Engineer certifying that they have reviewed the plans, and that the plans comply with all applicable provisions of the ADA. Any subsequent approval or consent to the plans by Lessor shall not be deemed to be a representation on of Lessor's part that the plans comply with the ADA, which obligation shall remain with Lessee. Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee's failure to comply with its obligations under this Section.
D. Lessee represents and warrants to Lessor and Environmental Insurer as of the Effective Date, except as disclosed in the Questionnaires, as follows:
(i) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, none None of the Properties nor Lessee are in violation of, or subject to, any pending or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, actually known to Lessee pertaining to the Properties.
(ii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, all No permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Properties by reason of any Environmental Laws have been obtained or are required to be obtained.
(iii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no No Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Properties, other than except in De Minimis Amounts.
(iv) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, the The Properties do not contain Hazardous Materials, other than in De Minimis Amounts, or underground storage tanks.
(v) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there There is no threat of any Release migrating to any of the Properties.
(vi) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there There is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Properties.
(vii) Lessee has not received any written or oral notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to Hazardous Materials or Remediation thereof, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with any of the Properties, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing.
(viii) Lessee has truthfully and fully provided to Lessor, in writing, any and all information relating to environmental conditions in, on, under or from the Properties of which that is known to Lessee has Actual Knowledge and that, to Lessee's Actual Knowledge, that is contained in Lessee's files and records, including but not limited to any reports relating to Hazardous Materials in, on, under or from any of the Properties.
(ix) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires: (1) all All uses and operations on or of the Properties, whether by Lessee or any other person or entity, have been in compliance with all Environmental Laws and permits issued pursuant thereto; (2) there have been no Releases in, on, under or from any of the Properties, except in De Minimis Amounts; (3) there are no Hazardous Materials in, on, or under any of the Properties, except in De Minimis Amounts; and (4) the Properties have been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"). To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no Lessee has not allowed any tenant or other user of any of the Properties has done to do any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether on or off the Properties), impaired the value of any of the Properties, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to any of the Properties.
E. Lessee covenants to Lessor and Environmental Insurer during the Lease Term that: (i) the Properties shall not be in violation of or subject to any investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws. If any such investigation or inquiry is initiated, Lessee shall promptly notify Lessor; (ii) all uses and operations on or of each of the Properties, whether by Lessee or any other person or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (iii) there shall be no Releases in, on, under or from any of the Properties, except in De Minimis Amounts; (iv) there shall be no Hazardous Materials in, on, or under any of the Properties, except in De Minimis Amounts;
Appears in 1 contract
Samples: Master Lease (Avado Brands Inc)
COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES. A. (a) Lessee's and the Permitted Sublessees' use and occupation of each of the PropertiesProperty, and the condition thereof, shall, at Lessee's and the Permitted Sublessees' sole cost and expense, comply in all material respects with all Applicable Regulations and all restrictions, covenants and encumbrances of record with respect to each of the PropertiesProperty. In addition to the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply in all material respects with and cause the Permitted Sublessees to comply with all Applicable Regulations, including, without limitation, in connection with any maintenance, repairs and replacements of the Properties Property undertaken by Lessee as required by Section 17 of this Lease.
B. (b) Lessee will not permit any act or condition to exist on or about any of the Properties Property which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase.
C. (c) Without limiting the generality of the other provisions of this Section, Lessee agrees that it shall be responsible for complying in all respects with and causing compliance in all respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder (collectively, the "ADA"), as it affects the PropertiesProperty, including, but not limited to, making required "readily achievable" changes to remove any architectural or communications barriers, and providing auxiliary aides and services within the PropertiesProperty. Lessee further agrees that any and all alterations made to the Properties Property during the Lease Term will comply with any applicable the requirements of the ADA. All plans for alterations which must be submitted to Lessor under the provisions of Section 18 must include a statement from a licensed architect or engineer certifying that they have reviewed the plans, and that the plans substantially comply with all applicable provisions of the ADA. Any subsequent approval or consent to the plans by Lessor shall not be deemed to be a representation on of Lessor's part that the plans comply with the ADA, which obligation shall remain with Lessee. Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee's failure to comply with its obligations under this Section.
D. (d) Lessee represents and warrants to Lessor Lessor, as follows:
(i) To of the Effective Date, to Lessee's Actual Knowledge knowledge and except as disclosed in the Questionnaires, none of :
(i) Neither the Properties Property nor Lessee are in violation of, or subject to, any pending or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, actually known to Lessee pertaining to the PropertiesProperty.
(ii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, all No permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Properties Property by reason of any Environmental Laws have been obtained or are required to be obtained, except for such permits, licenses or authorizations the failure of which to obtain could reasonably be expected to have a Material Adverse Effect.
(iii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no No Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the PropertiesProperty, other than except in De Minimis Amounts.
(iv) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, the Properties do The Property does not contain Hazardous Materials, other than in De Minimis Amounts, or underground storage tanks.
(v) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there There is no threat of any Release migrating to any of the PropertiesProperty.
(vi) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there There is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the PropertiesProperty which could reasonably be expected to have a material adverse effect.
(vii) Lessee has not received any written or oral notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to Hazardous Materials or Remediation thereof, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with any of the PropertiesProperty, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing, in each case with respect to a condition or event that could reasonably be expected to have a Material Adverse Effect.
(viii) Lessee has truthfully and fully provided to Lessor, in writing, any and all information relating to environmental conditions in, on, under or from the Properties of which Property that is known to Lessee has Actual Knowledge and that, to Lessee's Actual Knowledge, that is contained in Lessee's files and records, including but not limited to any reports relating to Hazardous Materials in, on, under to or from any of the PropertiesProperty.
(ix) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires: (1) all All uses and operations on or of the PropertiesProperty, whether by Lessee or any other person or entity, have been in compliance with all Environmental Laws and permits issued pursuant thereto, except for such non-compliance which could not reasonably be expected to have a Material Adverse Effect; (2) there have been no Releases in, on, under to or from any of the PropertiesProperty, except in De Minimis Amounts; (3) there are no Hazardous Materials in, on, or under any of or to Lessee's knowledge, migrating to the PropertiesProperty, except in De Minimis Amounts; and (4) the Properties have Property has been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"). To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no Lessee has not allowed any tenant or other user of any of the Properties has done Property to do any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether on or off the PropertiesProperty), impaired the value of any of the PropertiesProperty, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to the Property.
(e) Lessee covenants to Lessor during the Lease Term that: (i) the Property shall not be in violation of or subject to any investigation or inquiry by any Governmental Authority or to any remedial or other obligations under any Environmental Laws, except for such violations or investigations or inquiries which relate to Hazardous Materials in De Minimis Amounts which are or will be handled in accordance with applicable law. If any such investigation or inquiry is initiated, Lessee shall promptly notify Lessor; (ii) all uses and operations on or of the Properties.Property, whether by Lessee, a Permitted Sublessee or any other person or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (iii) there shall be no Releases in, on, under or from the Property, except in De Minimis Amounts; (iv) there shall be no Hazardous Materials in, on, or under the Property, except in De Minimis Amounts; (v) Lessee shall keep the Property free and clear of all Environmental Liens, whether due to any act or omission of Lessee or any other person or entity; (vi) Lessee shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to subsection F below, including but not limited to providing all relevant information and making knowledgeable persons available for interviews; (vii) Lessee shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in
Appears in 1 contract
Samples: Lease (Mercury Air Group Inc)
COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES. A. Lessee's use and occupation of each of the Properties, and the condition thereof, shall, at Lessee's sole cost and expense, comply in all material respects fully with all Applicable Regulations and all restrictions, covenants and encumbrances of record with respect to each of the Properties. In addition to the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply in all material respects with all Applicable Regulations, including, without limitation, in connection with any maintenance, repairs and replacements of the Properties undertaken by Lessee as required by Section 17 of this Lease.
B. Lessee will not permit any act or condition to exist on or about any of the Properties which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase.
C. Without limiting the generality of the other provisions of this Section, Lessee agrees that it shall be responsible for complying in all respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder (collectively, the "ADA"), as it affects the Properties, including, but not limited to, making required "readily achievable" changes to remove any architectural or communications barriers, and providing auxiliary aides and services within the Properties. Lessee further agrees that any and all alterations made to the Properties during the Lease Term will comply with any applicable requirements of the ADA. All plans for alterations which must be submitted to Lessor under the provisions of Section 18 must include a statement from a licensed architect or engineer certifying that they have reviewed the plans, and that the plans comply with all applicable provisions of the ADA. Any subsequent approval or consent to the plans by Lessor shall not be deemed to be a representation on Lessor's part that the plans comply with the ADA, which obligation shall remain with Lessee. Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee's failure to comply with its obligations under this Section.
D. Lessee represents and warrants to Lessor and Environmental Insurer as follows:
(i) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, none None of the Properties nor Lessee are in violation of, or subject to, any pending or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, actually known to Lessee pertaining to the Properties.
(ii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, all No permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Properties by reason of any Environmental Laws have been obtained or are required to be obtained.
(iii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no No Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Properties, other than except in De Minimis Amounts.
(iv) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, the The Properties do not contain Hazardous Materials, other than in De Minimis Amounts, or underground storage tanks.
(v) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there There is no threat of any Release migrating to any of the Properties.
(vi) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there There is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Properties.
(vii) Lessee has not received any written or oral notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to Hazardous Materials or Remediation thereof, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with any of the Properties, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing.
(viii) Lessee has truthfully and fully provided to Lessor, in writing, any and all information relating to environmental conditions in, on, under or from the Properties of which that is known to Lessee has Actual Knowledge and that, to Lessee's Actual Knowledge, that is contained in Lessee's files and records, including but not limited to any reports relating to Hazardous Materials in, on, under or from any of the Properties.
(ix) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires: (1) all All uses and operations on or of the Properties, whether by Lessee or any other person or entity, have been in compliance with all Environmental Laws and permits issued pursuant thereto; (2) there have been no Releases in, on, under or from any of the Properties, except in De Minimis Amounts; (3) there are no Hazardous Materials in, on, or under any of the Properties, except in De Minimis Amounts; and (4) the Properties have been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"). To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no Lessee has not allowed any tenant or other user of any of the Properties has done to do any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether on or off the Properties), impaired the value of any of the Properties, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to any of the Properties.
E. Lessee covenants to Lessor and Environmental Insurer during the Lease Term that: (i) the Properties shall not be in violation of or subject to any investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws. If any such investigation or inquiry is initiated, Lessee shall promptly notify Lessor; (ii) all uses and operations on or of each of the Properties, whether by Lessee or any other person or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (iii) there shall be no Releases in, on, under or from any of the Properties, except in De Minimis Amounts; (iv) there shall be no Hazardous Materials in, on, or under any of the Properties, except in De Minimis Amounts;
Appears in 1 contract
COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES. A. Lessee's use and occupation of each of the Properties, and the condition thereof, shall, at Lessee's sole cost and expense, comply in all material respects fully with all Applicable Regulations and all restrictions, covenants and encumbrances of record with respect to each of the Properties. In addition to the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply in all material respects with all Applicable Regulations, including, without limitation, in connection with (i) any maintenance, repairs and replacements of the Properties undertaken by Lessee as required by Section 17 of this Lease and (ii) alterations made pursuant to Section 18 of the Lease.
B. Lessee will not permit any act or condition to exist on or about any of the Properties which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase.
C. Without limiting the generality of the other provisions of this Section, Lessee agrees that it shall be responsible for complying in all respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder (collectively, the "ADA"), as it affects the Properties, including, but not limited to, making required "readily achievable" changes to remove any architectural or communications barriers, and providing auxiliary aides and services within the Properties. Lessee further agrees that any and all alterations made to the Properties during the Lease Term will comply with any applicable the requirements of the ADA. All plans for alterations which must be submitted to Lessor under the provisions of Section 18 must include a statement from a licensed architect or engineer certifying that they have reviewed the plans, and that the plans comply with all applicable provisions of the ADA. Any subsequent approval or consent to the plans by Lessor shall not be deemed to be a representation on of Lessor's part that the plans comply with the ADA, which obligation shall remain with Lessee. Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee's failure to comply with its obligations under this Section.
D. Lessee represents and warrants to Lessor and Environmental Insurer as follows:
(i) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, none None of the Properties nor Lessee are in violation of, or subject to, any pending or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental LawsLaws which might reasonably result in any material adverse change in the contemplated business, condition, worth or operations of Lessee or any of the Properties, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, actually known to Lessee pertaining to the Properties.
(ii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, all All permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Properties by reason of any Environmental Laws have been obtainedobtained except where the failure to obtain any such permit, license or similar authorization could not reasonably result in any material adverse change in the contemplated business, condition, worth or operations of Lessee or any of the Properties.
(iii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no No Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, underunder or from any of the Properties, from or about except in De Minimis Amounts.
(iv) The Properties do not contain Hazardous Materials, other than in De Minimis Amounts, or, to the best of Lessee's knowledge, underground storage tanks.
(v) There is no threat of any Release migrating to any of the Properties, other than in De Minimis Amounts.
(iv) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, the Properties do not contain Hazardous Materials, other than in De Minimis Amounts, or underground storage tanks.
(v) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there is no threat of any Release migrating to any of the Properties.
(vi) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there There is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Properties which might reasonably result in any material adverse change in the contemplated business, condition, worth or operations of Lessee or any of the Properties.
(vii) Lessee has not received any written or oral notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to Hazardous Materials or Remediation thereof, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with any of the Properties, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing, which, in each case, might reasonably result in any material adverse change in the contemplated business, condition, worth or operations of Lessee or any of the Properties.
(viii) Lessee has truthfully and fully provided to Lessor, in writing, any and all information relating to environmental conditions in, on, under or from the Properties of which that is known to Lessee has Actual Knowledge and that, to Lessee's Actual Knowledge, that is contained in Lessee's files and records, including but not limited to any reports relating to Hazardous Materials in, on, under or from any of the Properties.
(ix) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires: (1) all uses and operations on or of the Properties, whether by Lessee or any other person or entity, have been in compliance with all Environmental Laws and permits issued pursuant thereto; (2) there have been no Releases in, on, under or from any of the Properties, except in De Minimis Amounts; (3) there are no Hazardous Materials in, on, or under any of the Properties, except in De Minimis Amounts; and (4) the The Properties have been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"). To Lessee's Actual Knowledge Lessor acknowledges and except as agrees that the matters, if any, disclosed in the QuestionnairesQuestionnaires shall be an exception to the representations and warranties set forth in this subsection D.
E. Lessee covenants to Lessor and Environmental Insurer during the Lease Term that: (i) the Properties shall not be in violation of or subject to any investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws except for such violations or investigations or inquiries which relate to Hazardous Materials in De Minimis Amounts. If any investigation or inquiry is initiated by any Governmental Authority (except for investigations or inquiries which relate to Hazardous Materials in De Minimis Amounts), Lessee shall promptly notify Lessor; (ii) all uses and operations on or of each of the Properties, whether by Lessee or any other person or entity, shall be in compliance in all material respects with all Environmental Laws and permits issued pursuant thereto; (iii) there shall be no Releases in, on, under or from any of the Properties, except in De Minimis Amounts; (iv) there shall be no Hazardous Materials in, on, or under any of the Properties, except in De Minimis Amounts; (v) Lessee shall keep each of the Properties free and clear of all Environmental Liens, whether due to any act or omission of Lessee or any other person or entity; (vi) Lessee shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to subsection F below, including but not limited to providing all relevant information and making knowledgeable persons available for interviews; (vii) in the event that Lessor notifies Lessee that it has knowledge of a Release or a Threatened Release at any of the Properties or has a reasonable basis to believe that a material violation of Environmental Laws at any of the Properties may have occurred, Lessee shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with any of the Properties as may be reasonably requested by Lessor (including but not limited to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas), and share with Lessor and Environmental Insurer the reports and other results thereof, and Lessor, Environmental Insurer and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (viii) Lessee shall, at its sole cost and expense, comply with all reasonable written requests of Lessor to (1) reasonably effectuate Remediation of any Release in, on, under or from any of the Properties; (2) comply with any Environmental Law; and (3) comply with any applicable directive from any Governmental Authority; (ix) Lessee shall not do or allow any tenant or other user of any of the Properties has done to do any act that materially increased increases the dangers to human health or the environment, posed environment or poses an unreasonable risk of harm to any person or entity (whether on or off any of the Properties); and (x) Lessee shall, impaired upon obtaining such information, promptly notify Lessor in writing of (A) any presence of Releases or Threatened Releases in, on, under, from or migrating towards any of the value Properties in violation of any applicable Environmental Laws; (B) any non-compliance with any Environmental Laws related in any way to any of the Properties; (C) any Environmental Lien; (D) any required Remediation of environmental conditions relating to any of the Properties; and (E) any written notice of which Lessee becomes aware relating in any way to liability of any person or entity pursuant to any Environmental Law, or any administrative or judicial proceedings commenced or overtly threatened in connection with any alleged violation of Environmental Laws.
X. Xxxxxx, Lender, Environmental Insurer and any other person or entity designated by Lessor, including but not limited to any receiver, any representative of a Governmental Authority, and any environmental consultant, shall have the right, but not the obligation, to enter upon the Properties, at all reasonable times (including, without limitation, in connection with any Securitization, Participation or Transfer or in connection with a proposed sale or conveyance of any of the Properties or a proposed financing or refinancing secured by any of the Properties or in connection with the exercise of any remedies set forth in this Lease, the Mortgages or the other Loan Documents, as applicable) and upon prior reasonable notice, to assess any and all aspects of the environmental condition of the Properties and its use, including but not limited to conducting any environmental assessment or audit (the scope of which shall be determined in the sole and absolute discretion of the party conducting the assessment) and taking samples of soil, groundwater or other water, air, or building materials, and conducting other invasive testing; provided, however, that any such persons (except in emergencies) shall use commercially reasonable efforts to undertake any such assessments or investigations so as to minimize the impact on Lessee's business operations at the Properties. Lessee shall cooperate with and provide access to Lessor, Lender, Environmental Insurer and any other person or entity designated by Lessor. Any such assessment and investigation shall be at Lessor's sole cost and expense unless at the time of any such assessment or investigation Lessor has knowledge of a Release or a Threatened Release at any of the Properties or has a reasonable basis to believe that a material violation of Environmental Laws at any of the Properties may have occurred or an Event of Default has occurred and is continuing, in which case Lessee shall be responsible for the cost of any such assessment or investigation.
G. Lessee shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless each of the Indemnified Parties for, from and against any and all Losses (excluding Losses suffered by an Indemnified Party directly arising out of such Indemnified Party's gross negligence or willful misconduct; provided, however, that the term "gross negligence" shall not include gross negligence imputed as a matter of law to any of the Indemnified Parties solely by reason of the Lessor's interest in any of the Properties or Lessor's failure to act in respect of matters which are or were the obligation of Lessee under this Lease) and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (i) any presence of any Hazardous Materials in, on, above, or under any of the Properties; (ii) any past or present Release or Threatened Release in, on, above, under or from any of the Properties; (iii) any activity by Lessee, any person or entity affiliated with Lessee or any other tenant or other user of any of the Properties in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any of the Properties of any Hazardous Materials at any time located in, under, on or above any of the Properties; (iv) any activity by Lessee, any person or entity affiliated with Lessee or any other tenant or other user of any of the Properties in connection with any actual or proposed Remediation of any Hazardous Materials at any time located in, under, on or above any of the Properties, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (v) any past, present or threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with any of the Properties or operations thereon, including but not limited to any failure by Lessee, any person or entity affiliated with Lessee or any other tenant or other user of any of the Properties to comply with any order of any Governmental Authority in connection with any Environmental Laws; (vi) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering any of the Properties; (vii) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Section; (viii) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with any of the Properties, including but not limited to costs to investigate and assess such injury, destruction or loss; (ix) any acts of Lessee, any person or entity affiliated with Lessee or any other tenant or user of any of the Properties in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Materials owned or possessed by Lessee, any person or entity affiliated with Lessee or any other tenant or user of any of the Properties, is contrary to at any requirement facility or incineration vessel owned or operated by another person or entity and containing such or similar Hazardous Materials; (x) any acts of Lessee, any person or entity affiliated with Lessee or any other tenant or user of any insurerof the Properties, constituted in accepting any Hazardous Materials for transport to disposal or treatment facilities, incineration vessels or sites selected by Lessee, any person or entity affiliated with Lessee or any other tenant or user of any of the Properties, from which there is a public or private nuisance, constituted wasteRelease, or violated a Threatened Release of any covenantHazardous Materials which causes the incurrence of costs for Remediation; (xi) any personal injury, conditionwrongful death, agreement or easement applicable property damage arising under any statutory or common law or tort law theory relating to any of the Properties, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near any of the Properties; and (xii) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to this Section.
H. The obligations of Lessee and the rights and remedies of the Indemnified Parties under the foregoing subsections D through G shall survive the termination, expiration and/or release of this Lease but only with respect to matters arising or occurring prior to or during the Lease Term.
Appears in 1 contract
COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES. A. Lessee's use and occupation of each of the PropertiesPremises, and the condition thereof, shall, at Lessee's sole cost and expense, comply fully with (i) all applicable statutes, regulations, rules, ordinances, codes, licenses, permits, orders and approvals of each Governmental Authority having jurisdiction over the Premises, including, without limitation, all health, building, fire, safety and other codes, ordinances and requirements and all applicable standards of the National Board of Fire Underwriters and all policies or rules of common law, in all material respects with all Applicable Regulations each case, as amended, and any judicial or administrative interpretation thereof, including any judicial order, consent, decree or judgment applicable to Lessee and (ii) all restrictions, covenants and encumbrances of record with respect to each of the Properties. In addition to the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply in all material respects with all Applicable Regulations, including, without limitation, in connection with any maintenance, repairs and replacements of the Properties undertaken by Lessee as required by Section 17 of this LeasePremises.
B. Lessee will not permit any act or condition to exist on or about any of the Properties Premises which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase.
C. Without limiting the generality of the other provisions of this Section, Lessee agrees that it shall be responsible for complying in all respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder (collectively, the "ADA"), as it affects the PropertiesPremises, including, but not limited to, making required "readily achievable" changes to remove any architectural or communications barriers, and providing auxiliary aides and services within the PropertiesPremises. Lessee further agrees that any and all alterations made to the Properties Premises during the Lease Term will comply with any applicable the requirements of the ADA. All plans for alterations which must be submitted to Lessor under the provisions of Section 18 17 must include a statement from a licensed architect Architect or engineer Engineer certifying that they have reviewed the plans, and that the plans comply with all applicable provisions of the ADA. Any subsequent approval or consent to the plans by the Lessor shall not be deemed to be a representation on of Lessor's part that the plans comply with the ADA, which obligation shall remain with Lessee. Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee's failure to comply with its obligations under this Section.
D. Lessee represents and warrants to Lessor and Environmental Insurer as follows:
(i) To Lessee's Actual Knowledge The Premises and except as disclosed in the Questionnaires, none of the Properties nor Lessee are not in violation of, of or subject toto any existing, any pending or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, and this representation and warranty would continue to be true and correct following disclosure to the applicable each Governmental Authorities Authority of all relevant facts, conditions and circumstances, if any, actually known to Lessee pertaining to the PropertiesPremises. If any such investigation or inquiry is subsequently initiated, Lessee will promptly notify Lessor.
(ii) To Lessee's Actual Knowledge Lessee has not obtained and except as disclosed in the Questionnaires, all is not required to obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Properties Premises by reason of any Environmental Laws have been obtainedLaws.
(iii) To Lessee's Actual Knowledge and except as disclosed in the QuestionnairesNo Hazardous Materials, no Hazardous Materials Regulated Substances or USTs have been used, handled, manufactured, generated, produced, stored, treated, processed, processed transferred, disposed of or otherwise Released in, on, under, from or about any of the PropertiesPremises, other than except in De Minimis Amounts.
(iv) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, the Properties do The Premises does not contain Hazardous Materials, Materials or USTs other than in De Minimis AmountsAmounts and all USTs located on or about the Premises, or underground storage tanksif any, are in compliance with all Environmental Laws.
(v) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there There is no threat of any Release migrating to any of the PropertiesPremises.
(vi) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there There is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the PropertiesPremises.
(vii) Lessee has not received received, any written or oral notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to Hazardous Materials Materials, Regulated Substances or USTs or Remediation thereof, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with any of the PropertiesPremises, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing.
(viii) Lessee has truthfully and fully provided to Lessor, in writing, any and all information relating to environmental conditions in, on, under or from the Properties of which Premises that is known to Lessee has Actual Knowledge and that, to Lessee's Actual Knowledge, that is contained in Lessee's files and records, including but not limited to any reports relating to Hazardous Materials Materials, Regulated Substances or USTs in, on, under or from any of the PropertiesPremises.
(ix) To Lessee's Actual Knowledge E. Lessee covenants to Lessor and except as disclosed in Environmental Insurer during the QuestionnairesLease Term that: (1i) all uses and operations on or of the PropertiesPremises, whether by Lessee or any other person or entity, have been shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (2ii) there have been shall be no Releases in, on, under or from any of the PropertiesPremises, except in De Minimis Amounts; (3iii) there are shall be no Hazardous Materials Materials, Regulated Substances or USTs in, on, or under any of the PropertiesPremises, except in De Minimis Amounts; and (4) the Properties have been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"). To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no tenant or other user of any of the Properties has done any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether on or off the Properties), impaired the value of any of the Properties, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to any of the Properties.;
Appears in 1 contract
Samples: Lease (Roadhouse Grill Inc)
COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES. A. (a) Lessee's and the Permitted Sublessees' use and occupation of each of the PropertiesProperty, and the condition thereof, shall, at Lessee's and the Permitted Sublessees' sole cost and expense, comply in all material respects with all Applicable Regulations and all restrictions, covenants and encumbrances of record with respect to each of the PropertiesProperty. In addition to the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply in all material respects with and cause the Permitted Sublessees to comply with all Applicable Regulations, including, without limitation, in connection with any maintenance, repairs and replacements of the Properties Property undertaken by Lessee as required by Section 17 of this Lease.
B. (b) Lessee will not permit any act or condition to exist on or about any of the Properties Property which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase.
C. (c) Without limiting the generality of the other provisions of this Section, Lessee agrees that it shall be responsible for complying in all respects with and causing compliance in all respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder (collectively, the "ADA"), as it affects the PropertiesProperty, including, but not limited to, making required "readily achievable" changes to remove any architectural or communications barriers, and providing auxiliary aides and services within the PropertiesProperty. Lessee further agrees that any and all alterations made to the Properties Property during the Lease Term will comply with any applicable the requirements of the ADA. All plans for alterations which must be submitted to Lessor under the provisions of Section 18 must include a statement from a licensed architect or engineer certifying that they have reviewed the plans, and that the plans substantially comply with all applicable provisions of the ADA. Any subsequent approval or consent to the plans by Lessor shall not be deemed to be a representation on of Lessor's part that the plans comply with the ADA, which obligation shall remain with Lessee. Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee's failure to comply with its obligations under this Section.
D. (d) Lessee represents and warrants to Lessor Lessor, as follows:
(i) To of the Effective Date, to Lessee's Actual Knowledge knowledge and except as disclosed in the Questionnaires, none of :
(i) Neither the Properties Property nor Lessee are in violation of, or subject to, any pending or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, actually known to Lessee pertaining to the PropertiesProperty.
(ii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, all No permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Properties Property by reason of any Environmental Laws have been obtained or are required to be obtained, except for such permits, licenses or authorizations the failure of which to obtain could reasonably be expected to have a Material Adverse Effect.
(iii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no No Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the PropertiesProperty, other than except in De Minimis Amounts.
(iv) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, the Properties do The Property does not contain Hazardous Materials, other than in De Minimis Amounts, or underground storage tanks.
(v) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there There is no not threat of any Release migrating to any of the PropertiesProperty.
(vi) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there There is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the PropertiesProperty which could reasonably by expected to have a material adverse effect.
(vii) Lessee has not received any written or oral notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to Hazardous Materials or Remediation thereof, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with any of the PropertiesProperty, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing, in each case with respect to a condition or event that could reasonably be expected to have a Material Adverse Effect.
(viii) Lessee has truthfully and fully provided to Lessor, in writing, any and all information relating to environmental conditions in, on, under or from the Properties of which Property that is known to Lessee has Actual Knowledge and that, to Lessee's Actual Knowledge, that is contained in Lessee's files and records, including but not limited to any reports relating to Hazardous Materials in, on, under to or from any of the PropertiesProperty.
(ix) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires: (1) all All uses and operations on or of the PropertiesProperty, whether by Lessee or any other person or entity, have been in compliance with all Environmental Laws and permits issued pursuant thereto, except for such non-compliance which could not reasonably be expected to have a Material Adverse Effect; (2) there have been no Releases in, on, under to or from any of the PropertiesProperty, except in De Minimis Amounts; (3) there are no Hazardous Materials in, on, or under any of or to Lessee's knowledge, migrating to the PropertiesProperty, except in De Minimis Amounts; and (4) the Properties have Property has been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"). To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no Lessee has not allowed any tenant or other user of any of the Properties has done Property to do any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether on or off the PropertiesProperty), impaired the value of any of the PropertiesProperty, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement casement applicable to the Property.
(e) Lessee covenants to Lessor during the Lease Term that: (i) the Property shall not be in violation of or subject to any investigation or inquiry by any Governmental Authority or to any remedial or other obligations under any Environmental Laws, except for such violations or investigations or inquiries which relate to Hazardous Materials in De Minimis Amounts which are or will be handled in accordance with applicable law. If any such investigation or inquiry is initiated, Lessee shall promptly notify Lessor; (ii) all uses and operations on or of the Properties.Property, whether by Lessee, a Permitted Sublessee or any other person or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (iii) there shall be no Releases in, on, under or from the Property, except in De Minimis Amounts; (iv) there shall be no Hazardous Materials in, on, or under the Property, except in De Minimis Amounts; (v) Lessee shall keep the Property free and clear of all Environmental Liens, whether due to any act or omission of Lessee or any other person or entity; (vi) Lessee shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to subsection F below, including but not limited to providing all relevant information and making knowledgeable persons available for interviews; (vii) Lessee shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in
Appears in 1 contract
Samples: Lease (Mercury Air Group Inc)
COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES. A. Lessee's use and occupation of each of the Properties, and the condition thereof, shall, at Lessee's sole cost and expense, comply in all material respects fully with all Applicable Regulations and all restrictions, covenants and encumbrances of record with respect to each of the Properties, except for such non-compliance as would not reasonably be expected to result in any Material Adverse Effect. In addition to the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply in all material respects with all Applicable Regulations, including, without limitation, in connection with any maintenance, repairs and replacements of the Properties undertaken by Lessee as required by Section 17 of this Lease.
B. Lessee will not permit any act or condition to exist on or about any of the Properties which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase.
C. Without limiting the generality of the other provisions of this Section, Lessee agrees that it shall be responsible for complying in all respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder (collectively, the "ADA"), as it affects the Properties, including, but not limited to, making required "readily achievable" changes to remove any architectural or communications barriers, and providing auxiliary aides and services within the Properties. Lessee further agrees that any and all alterations made except to the Properties during the Lease Term will extent that its failure to so comply with could not reasonably be expected to result in any applicable requirements of the ADA. All plans for alterations which must be submitted to Lessor under the provisions of Section 18 must include a statement from a licensed architect or engineer certifying that they have reviewed the plans, and that the plans comply with all applicable provisions of the ADA. Any subsequent approval or consent to the plans by Lessor shall not be deemed to be a representation on Lessor's part that the plans comply with the ADA, which obligation shall remain with LesseeMaterial Adverse Effect. Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee's failure to comply with its obligations under this Section.
D. Except as set forth in the Questionnaires, Lessee represents and warrants to Lessor as followsLessor:
(i) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, none None of the Properties Properties, nor Lessee with respect to the Properties, are in violation of, or subject to, any pending or or, to the best of Lessee's knowledge, threatened investigation or inquiry by any Governmental Authority or to any remedial Remediation obligations under any Environmental Laws, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, actually known to Lessee pertaining to the Properties.
(ii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, all All permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Properties by reason of any Environmental Laws have been obtainedobtained except to the extent that its failure to comply could not reasonably be expected to result in any Material Adverse Effect.
(iii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no No Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or or, to the best of Lessee's knowledge, otherwise Released in, on, under, from or about any of the Properties, other than in De Minimis Amounts.
(iv) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, the The Properties do not contain Hazardous Materials, other than in De Minimis Amounts, or or, to the best of Lessee's knowledge, underground storage tanks.
(v) To the best of Lessee's Actual Knowledge and except as disclosed in the Questionnairesknowledge, there is no threat of any Release migrating to any of the Properties.
(vi) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there There is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the PropertiesProperties that could reasonably be expected to result in any Material Adverse Effect.
(vii) Lessee has not received any written notice from any person Person or entity (including but not limited to including, without limitation, a Governmental Authority) relating to Hazardous Materials or Remediation thereofthereof and relating to any of the Properties, of possible liability of any person or entity Person pursuant to any Environmental LawLaw and relating to any of the Properties, other environmental conditions Environmental Condition in connection with any of the Properties, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing.
(viii) Lessee has truthfully and fully provided to Lessor, in writingwriting in the Questionnaires, any and all information relating to environmental conditions an Environmental Condition in, on, under or from the Properties of which that is known to Lessee has Actual Knowledge and that, to Lessee's Actual Knowledge, that is contained in Lessee's files and recordsrecords including, including but not limited to without limitation, any reports relating to Hazardous Materials in, on, under or from any of the Properties.
(ix) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires: (1) all All uses and operations on or of the Properties, whether by Lessee or or, to the best of Lessee's knowledge, any other person or entityPerson, have been in compliance with all Environmental Laws and permits issued pursuant thereto; (2) there have been no Releases in, on, under or from any of the Properties, except in De Minimis Amounts; (3) there are no Hazardous Materials in, on, or under any of the Properties, except in De Minimis Amounts; and (4) the Properties have been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"). To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no Lessee has not allowed any tenant or other user of any of the Properties has done to do any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity Person (whether on or off the Properties), impaired the value of any of the Properties, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to any of the Properties which could reasonably be expected to result in any Material Adverse Effect.
E. Lessee covenants to Lessor and Environmental Insurer during the Lease Term that: (i) the Properties shall not be in violation of or subject to any investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws. If any such investigation or inquiry is initiated, Lessee shall promptly notify Lessor; (ii) all uses and operations on or of each of the Properties., whether by Lessee or any other Person, shall be in
Appears in 1 contract
Samples: Master Lease (Shoneys Inc)
COMPLIANCE WITH LAWS, RESTRICTIONS, COVENANTS AND ENCUMBRANCES. A. Lessee's use and occupation of each of the Properties, and the condition thereof, shall, at Lessee's sole cost and expense, comply in all material respects fully with all Applicable Regulations and all restrictions, covenants and encumbrances of record with respect to each of the Properties. In addition to the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply in all material respects with all Applicable Regulations, including, without limitation, in connection with any maintenance, repairs and replacements of the Properties undertaken by Lessee as required by Section 17 of this Lease.
B. Lessee will not permit any act or condition to exist on or about any of the Properties which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase.
C. Without limiting the generality of the other provisions of this Section, Lessee agrees that it shall be responsible for complying ensuring that the Properties comply in all material respects with all applicable requirements of the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder (collectively, the "ADA"), as it affects the Properties, including, but not limited to, making required "readily achievable" changes to remove any architectural or communications barriers, and providing auxiliary aides and services within the Properties. Lessee further agrees that any and all alterations made to the Properties during the Lease Term will comply with any applicable the requirements of the ADA. All plans for alterations which must be submitted to Lessor under the provisions of Section 18 must include a statement from a licensed architect Architect or engineer Engineer certifying that they have reviewed the plans, and that the plans comply with all applicable provisions requirements of the ADA. Any subsequent approval or consent to the plans by Lessor shall not be deemed to be a representation on of Lessor's part that the plans comply with the requirements of the ADA, which obligation shall remain with Lessee. Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee's failure to comply with its obligations under this Section.
D. Lessee represents and warrants to Lessor and Environmental Insurer as follows:
(i) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, none None of the Properties nor Lessee are in violation of, or subject to, any pending or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, actually known to Lessee pertaining to the Properties.
(ii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, all No permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Properties by reason of any Environmental Laws have been obtained or are required to be obtained.
(iii) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no No Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Properties, other than except in De Minimis AmountsAmounts or in compliance with Environmental Laws.
(iv) To Lessee's Actual Knowledge and except Except as disclosed in the Questionnaires, the Properties do not contain Hazardous Materials, other than in De Minimis AmountsAmounts or in compliance with Environmental Laws, or underground storage tanks.
(v) To the knowledge of the officers of Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there is no threat of any Release migrating to any of the Properties.
(vi) To the knowledge of the officers of Lessee's Actual Knowledge and except as disclosed in the Questionnaires, there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Properties.
(vii) Lessee has not received any written notice from any person or entity (including but not limited to a Governmental Authority) Authority relating to Hazardous Materials or Remediation thereof, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with any of the Properties, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing, which have not been remedied in compliance with Environmental Laws.
(viii) Lessee has truthfully and fully provided to Lessor, in writing, any and all information relating to environmental conditions in, on, under or from the Properties that is known to the officers of which Lessee has Actual Knowledge and that, to Lessee's Actual Knowledge, that is contained in Lessee's files and records, including but not limited to any reports relating to Hazardous Materials in, on, under or from any of the Properties.
(ix) To Lessee's Actual Knowledge and except as disclosed in the Questionnaires: (1) all All uses and operations on or of the Properties, whether Properties by Lessee or and, to the knowledge of the officers of Lessee by any other person or entity, have been in material compliance with all Environmental Laws and permits issued pursuant thereto; (2) there have been no Releases in, on, under or from any of the Properties, except in De Minimis Amounts; (3) there are no Hazardous Materials in, on, or under any of the Properties, except in De Minimis AmountsAmounts or in compliance with Environmental Laws; and (4) the Properties have been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"). To Lessee's Actual Knowledge and except as disclosed in the Questionnaires, no Lessee has not allowed any tenant or other user of any of the Properties has done to do any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether on or off the Properties), impaired the value of any of the Properties, is contrary to any requirement Properties in violation of any insurer, constituted a public Environmental Laws.
E. Lessee covenants to Lessor and Environmental Insurer during the Lease Term that: (i) the Properties shall not be in violation of any investigation or private nuisance, constituted waste, or violated inquiry by any covenant, condition, agreement or easement applicable to any of the Properties.Governmental
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