Common use of Financial Statements; Certain Representations and Warranties of Tenant Clause in Contracts

Financial Statements; Certain Representations and Warranties of Tenant. No more than once per year, if requested by Landlord, Tenant shall provide to Landlord, any actual or potential mortgagee and any actual or potential ground lessor or any representative of any of the foregoing, copies of Tenant’s annual financial statements, certified as true and correct by the president or chief financial officer of Tenant. Tenant represents and warrants to Landlord, its successors and assigns that: (a) all financial statements of Tenant previously provided to Landlord (or available to Landlord on Tenant’s web site) have been prepared in accordance with GAAP (except for footnotes), were true, complete and correct as of their respective dates and fairly and accurately reflect the financial condition of Tenant; (b) there has been no material adverse change in the financial condition of Tenant subsequent to the date(s) of such financial statements; (c) all financial statements of Tenant provided to Landlord after the date hereof (or available to Landlord on Tenant’s web site) will be prepared in accordance with GAAP (except for footnotes), will be true, complete and correct as of their respective dates and will fairly and accurately reflect the financial conditions of the Tenant; (d) Tenant is a corporation organized and existing in good standing under the laws of the State of Delaware and is authorized to transact business in the Commonwealth of Massachusetts; (e) the execution, delivery and performance of this Lease by Tenant has been duly authorized; and (f) this Lease is valid and binding upon the Tenant and is enforceable against Tenant in accordance with the terms hereof.

Financial Statements; Certain Representations and Warranties of Tenant. No more than once per year, if requested by Landlord, Tenant shall provide to Landlord, any actual or potential mortgagee and any actual or potential ground lessor or any representative of any of the foregoing, copies of Tenant’s annual audited financial statements, certified as true and correct by the president or chief financial officer of Tenant. Tenant represents and warrants to Landlord, its successors and assigns that: (a) all financial statements of Tenant previously provided to Landlord (or available to Landlord on Tenant’s web site) have been prepared in accordance with GAAP (except for footnotes), were true, complete and correct as of their respective dates and fairly and accurately reflect the financial condition of Tenant; (b) there has been no material adverse change in the financial condition of Tenant subsequent to the date(s) of such financial statements; (c) all financial statements of Tenant as required to be provided to Landlord under this Section 13.12 after the date xxxx hereof (or available to Landlord on Tenant’s web site) will be prepared in accordance with GAAP (except for footnotes), will be true, complete and correct as of their respective dates and will fairly and accurately reflect the financial conditions of the Tenant; (d) Tenant is a corporation organized and existing in good standing under the laws of the State of Delaware and is authorized to transact business in the Commonwealth of Massachusetts; (e) the execution, delivery and performance of this Lease by Tenant has been duly authorized; and (f) this Lease is valid and binding upon the Tenant and is enforceable against Tenant in accordance with the terms hereof.

Financial Statements; Certain Representations and Warranties of Tenant. No more than once per year, if From time to time as requested by Landlord, Tenant shall provide to Landlord, any actual or potential mortgagee and any actual or potential ground lessor or any representative of any of the foregoing, copies of Tenant’s 's annual financial statements (audited or reviewed, if available) and quarterly financial statements, all certified as true and correct by the president or chief financial officer of Tenant. Tenant represents and warrants to Landlord, its successors and assigns that: (a) all financial statements of Tenant previously provided to Landlord (or available to Landlord on Tenant’s web site) have been prepared in accordance with GAAP (except for footnotes)GAAP, were true, complete and correct as of their respective dates and fairly and accurately reflect the financial condition of Tenant; (b) there has been no material adverse change in the financial condition of Tenant subsequent to the date(s) of such financial statements; (c) all financial statements of Tenant provided to Landlord after the date hereof (or available to Landlord on Tenant’s web site) will be prepared in accordance with GAAP (except for footnotes)GAAP, will be true, complete and correct as of their respective dates and will fairly and accurately reflect the financial conditions of the Tenant; (d) Tenant is a corporation organized duly organized, validly existing and existing in good standing under the laws of the State of Delaware and Delaware; (e) Tenant is authorized duly qualified to transact do business in the Commonwealth of Massachusetts; (ef) the execution, delivery and performance of this Lease by Tenant has been duly authorizedauthorized by the directors of Tenant; and (fg) this Lease is valid and binding upon the Tenant and is enforceable against Tenant in accordance with the terms hereof.

Financial Statements; Certain Representations and Warranties of Tenant. No more than once per year, if From time to time as requested by Landlord, Tenant shall provide to Landlord, any actual or potential mortgagee and any actual or potential ground lessor or any representative of any of the foregoing, copies of Tenant’s annual financial statements (audited, if available) and quarterly financial statements, all certified as true and correct by the president or chief financial officer of Tenant, and such other information regarding Xxxxxx’s financial condition as Landlord may reasonably request. Such financial statements shall reflect a tangible net worth of Tenant, as determined in accordance with GAAP, equal to or greater than $1,000,000.00, and in all events, Tenant must maintain a tangible net worth, as determined in accordance with GAAP, equal to or greater than $1,000,000.00. The foregoing requirements are referred to herein as the “Financial and Net Worth Requirements.” Tenant represents and warrants to Landlord, its successors and assigns that: (a) all financial statements of Tenant previously provided to Landlord (or available to Landlord on Tenant’s web site) have been prepared in accordance with GAAP (except for footnotes), were true, complete and correct as of their respective dates and fairly and accurately reflect the financial condition of Tenant; (b) there has been no material adverse change in the financial condition of Tenant subsequent to the date(s) of such financial statements; (c) all annual and quarterly financial statements of Tenant provided to Landlord after the date hereof (or available to Landlord on Tenant’s web site) will be prepared in accordance with GAAP (except for footnotes)GAAP, will be true, complete and correct as of their respective dates and will fairly and accurately reflect the financial conditions of the Tenant; (d) Tenant is a corporation organized duly organized, validly existing and existing in good standing under the laws of the State of Delaware and is authorized duly registered and qualified to transact conduct its business as a foreign corporation in, and is in good standing under the laws of, the Commonwealth of Massachusetts; (e) the execution, delivery and performance of this Lease by Tenant has been duly authorized; and (f) this Lease is valid and binding upon the Tenant and is enforceable against Tenant in accordance with the terms hereof.

Financial Statements; Certain Representations and Warranties of Tenant. No From time to time as requested by Landlord, but not more than once per in any year, and only if requested by LandlordTenant is not then a publicly traded company, Tenant shall provide to Landlord, any actual or potential mortgagee and any actual or potential ground lessor or any representative of any of the foregoing, copies of Tenant’s annual financial statements (audited or reviewed, if available) and quarterly financial statements, all certified as true and correct by the president Tenant, and, if Tenant is not then a publicly traded company, such other information regarding Tenant’s financial condition as Landlord may reasonably request; provided, however, that Landlord shall only request such financial statements if requested by a prospective lender or chief financial officer of Tenantpurchaser or if Tenant requests Landlord’s consent to an assignment or sublease. Tenant represents and warrants to Landlord, its successors and assigns that: (a) all financial statements of Tenant previously provided to Landlord (or available to Landlord on Tenant’s web site) have been prepared in accordance with GAAP (except for footnotes), were true, complete and correct as of their respective dates and fairly and accurately reflect the financial condition of Tenant; (b) there has been no material adverse change in the financial condition of Tenant subsequent to the date(s) of such financial statements; (c) all financial statements of Tenant provided to Landlord after the date hereof (or available to Landlord on Tenant’s web site) will be prepared in accordance with GAAP (except for footnotes), will be true, complete and correct as of their respective dates and will fairly and accurately reflect the financial conditions of the Tenant; (d) Tenant is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware Delaware, and is authorized to transact business in the Commonwealth of Massachusetts; (eb) the execution, delivery and performance of this Lease by Tenant has been duly authorizedauthorized by Tenant; and (fc) this Lease is valid and binding upon the Tenant and is enforceable against Tenant in accordance with the terms hereof. Landlord represents to Tenant that: (a) Landlord is a limited partnership duly organized and validly existing under the laws of the State of Delaware, and is authorized to transact business in the Commonwealth of Massachusetts; (b) the execution, delivery and performance of this Lease by Landlord has been duly authorized by Landlord; and (c) this Lease is valid and binding upon Landlord and is enforceable against Landlord in accordance with the terms hereof.

Financial Statements; Certain Representations and Warranties of Tenant. No On an annual basis and subject to Section 13.14 below (or more than once per year, frequently if requested by LandlordLandlord in connection with a financing or sale of the Property), Tenant shall provide to Landlord, any actual or potential mortgagee and any actual or potential ground lessor or any representative of any of the foregoing, copies of Tenant’s annual financial statementsstatements (audited if available), certified as true and correct by the president or chief financial officer of Tenant. Tenant represents and warrants to Landlord, its successors and assigns that: ; (a) all financial statements of Tenant previously provided to Landlord (or available to Landlord on Tenant’s web site) have been prepared in accordance with GAAP (except for footnotes)GAAP, were true, complete and correct as of their respective dates and fairly and accurately reflect the financial condition of Tenant; (b) there has been no material adverse change in the financial condition of Tenant subsequent to the date(s) of such financial statements; (c) all financial statements of Tenant provided to Landlord after the date hereof (or available to Landlord on Tenant’s web site) will be prepared in accordance with GAAP (except for footnotes)GAAP, will be true, complete and correct as of their respective dates and will fairly and accurately reflect the financial conditions of the Tenant; (d) Tenant is a corporation organized duly organized, validly existing and existing in good standing under the laws of the State of Delaware Delaware, and is authorized to transact business in the Commonwealth of Massachusetts; (e) the execution, delivery and performance of this Lease by Tenant has been duly authorized; and (f) this Lease is valid and binding upon the Tenant and is enforceable against Tenant in accordance with the terms hereof. Notwithstanding the foregoing, Tenant shall have no obligation to disclose financial statements or any other material nonpublic information (i) if such disclosure would constitute violation of the Securities Act of 1933 or the Securities Exchange Act of 1934, (ii) during any “quiet period” as the Tenant prepares for the public registration of its securities under the Securities Act of 1933 (the “Act”) or (iii) after the public registration of its securities pursuant to and under the terms of the Act.

Financial Statements; Certain Representations and Warranties of Tenant. No more than once per year, if requested by Landlord, Tenant shall provide to Landlord, any actual or potential mortgagee and any actual or potential ground lessor or any representative of any of the foregoing, copies of Tenant’s annual financial statements, certified as true and correct by the president or chief financial officer of Tenant; provided, however, that so long as Tenant’s annual financial statements are available to Landlord on Tenant’s web site, Tenant will not be required to provide such financial statements other than through Tenant’s web site. Tenant represents and warrants to Landlord, its successors and assigns that: (a) all financial statements of Tenant previously provided to Landlord (or available to Landlord on Tenant’s web site) have been prepared in accordance with GAAP (except for footnotes), were true, complete and correct as of their respective dates and fairly and accurately reflect the financial condition of Tenant; (b) there has been no material adverse change in the financial condition of Tenant subsequent to the date(s) of such financial statements; (c) all financial statements of Tenant provided to Landlord after the date hereof (or available to Landlord on Tenant’s web site) will be prepared in accordance with GAAP (except for footnotes), will be true, complete and correct as of their respective dates and will fairly and accurately reflect the financial conditions of the Tenant; (d) Tenant is a corporation unit of The Smithsonian Institution, which is a trust instrumentality of the United States duly organized and validly existing in good standing under the laws of the State of Delaware and is authorized pursuant to transact business in the Commonwealth of Massachusetts; 20 X.X.X. §00 et seq.: (e) the execution, delivery and performance of this Lease by Tenant has been duly authorized; and (f) this Lease is valid and binding upon the Tenant and is enforceable against Tenant in accordance with the terms hereof.

Financial Statements; Certain Representations and Warranties of Tenant. No more than once per year, if From time to time as requested by Landlord, Tenant shall provide to Landlord, any actual or potential mortgagee and any actual or potential ground lessor or any representative of any of the foregoing, copies of Tenant’s 's annual financial statements (audited or reviewed, if available) and quarterly financial statements, all certified as true and correct by the president or chief financial officer of Tenant, and such other information regarding Tenant's financial condition as Landlord may reasonable request. Tenant represents and warrants to Landlord, its successors and assigns that: (a) all financial statements of Tenant previously provided to Landlord (or available to Landlord on Tenant’s web site) have been prepared in accordance with GAAP (except for footnotes)GAAP, were true, complete and correct as of their respective dates and fairly and accurately reflect the financial condition of Tenant; (b) there has been no material adverse change in the financial condition of Tenant subsequent to the date(s) of such financial statements; (c) all financial statements of Tenant provided to Landlord after the date hereof (or available to Landlord on Tenant’s web site) will be prepared in accordance with GAAP (except for footnotes)GAAP, will be true, complete and correct as of their respective dates and will fairly and accurately reflect the financial conditions of the Tenant; Tenant (d) Tenant is a corporation organized duly organized, validly existing and existing in good standing under the laws of the State of Delaware and is authorized to transact business in the Commonwealth of MassachusettsDelaware; (e) the execution, delivery and performance of this Lease by Tenant has been duly authorizedauthorized by the directors of Tenant; and (f) this Lease is valid and binding upon the Tenant and is enforceable against Tenant in accordance with the terms hereof. Notwithstanding anything else to the contrary in this Lease, Landlord acknowledges that Tenant's stock is publicly traded and that so long as Tenant's stock remains publicly traded, documents on file with the Securities and Exchange Commission (SEC) and available to Landlord from the SEC shall satisfy all financial reporting requirements of this Lease. If at any time Tenant is no longer a public company, Tenant will furnish the financial statements and other information provided for above in this Section 13.12 subject to a confidentiality agreement to be negotiated in good faith by the parties.