Landlord and Tenant Representations and Warranties. Tenant hereby represents and warrants to Landlord that the following are true as of date hereof: (a) Tenant is a corporation duly formed and existing in good standing under the laws of the state of its organization; (b) Tenant is registered and duly authorized to do business as a foreign entity in the state in which the Premises is located; (c) the execution, delivery and performance by Tenant of this Amendment (i) are within the powers of Tenant, (ii) have been duly authorized on behalf of Tenant by all requisite action, and (iii) will not violate any provision of law or any order of any court or agency of government, or any agreement or other instrument to which Tenant is a party or by which it or any of its property is bound, (d) this Amendment is a valid and binding obligation of Tenant enforceable in accordance with its terms, (e) Tenant has not assigned or encumbered its interest in the Lease or any part thereof; (f) there exists no sublease, license or other agreement relative to the use or occupancy of the Current Premises or any part thereof; (g) except for the Tenant Improvement Allowance set forth in this Amendment, Landlord has fulfilled all of its obligations, if any, under the Current Lease with respect to the construction of improvements in the Current Premises; and (h) to Tenant’s knowledge, neither Landlord nor Tenant is in breach or default of any of its respective obligations under the Current Lease. Landlord hereby represents and warrants to Tenant that the following are true as of the date hereof: (u) Landlord is a limited liability company duly formed and existing in good standing under the laws of the state of its organization; (v) Landlord is registered and duly authorized to do business as a foreign entity in the state in which the Premises is located, (w) the execution, delivery and performance by Landlord of this Amendment (i) are within the powers of Landlord, (ii) have been duly authorized on behalf of Landlord by all requisite action, and (iii) will not violate any provision of law or any order of any court or agency of government, or any agreement or other instrument to which Landlord is a party or by which it or any of its property is bound, (x) this Amendment is a valid and binding obligation of Landlord enforceable in accordance with its terms, and (y) to Landlord’s knowledge, neither Landlord nor Tenant is in breach or default of any of its respective obligations under the Current Lease. The representations and warranties...
Landlord and Tenant Representations and Warranties. Landlord and Tenant each represent and warrant that:
Landlord and Tenant Representations and Warranties. Landlord and Tenant each represent and warrant that this Lease has been duly authorized, executed, and delivered by such party and constitutes the legal, valid, and binding obligation of such party, there are no actions, suits, or proceedings pending or, to the knowledge of such party, threatened against or affecting such party, at law or at equity before any governmental authority that would impair such party’s ability to perform under this Lease; the consummation of the transactions hereby contemplated and the performance of this Lease will not result in any breach or violation of, or constitute a default under, any lease or financing agreement; and Tenant agrees that, if it is not an individual, it shall provide to Landlord, upon Landlord’s request, evidence of the execution and delivery of this Lease have been duly authorized by Tenant.
Landlord and Tenant Representations and Warranties. Landlord and Tenant each hereby represents and warrants that both entities are and shall remain under the common control of a single entity. With respect to a sale, assignment or transfer of Landlord or Tenant’s interest in the Hotel to an Affiliate of Owner that is permitted under the Management Agreement, the parties having an interest in the Hotel after such permitted sale, assignment or transfer shall have an ownership relationship that is in form and substance similar to that of Landlord and Tenant (including, without limitation, remaining under the control of a single entity), and will enter into an agreement in form and substance similar to this Agreement in order to ensure that Manager will incur no greater liability, cost or risk of termination of the Management Agreement as a result of such permitted sale, assignment or transfer.
