Landlord Compliance. 8.1 Landlord certifies, represents, warrants and covenants to Tenant that, to Landlord's actual knowledge, Landlord is not, and shall not during the Term of the Lease knowingly engage in any transactions or dealings, or be otherwise associated with, any Prohibited Persons in connection with the use or occupancy of the Project. SMRH:4862-3329-8537.2
8.2 Landlord certifies, represents, warrants and covenants to Tenant that it shall not during the Term of the Lease engage in activities that would violate the provisions of the U.S. Foreign Corrupt Practices Act and the anti-bribery laws of other nations generally. Accordingly, (i) Landlord has not, and shall not, in connection with its performance under the Lease, or in connection with any other business transactions involving Tenant and the Premises, made, promised, or offered to make any payment or transfer of anything of value, directly or indirectly to any US or non-US government official or to an intermediary for payment to any such government official; and, (ii) Landlord has not, and shall not, in connection with its performance under the Lease, or in connection with any other business transactions involving Tenant and the Premises, made, promised, or offered to make any payments or transfers of value that have the purpose or effect of public or commercial bribery, or acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business.
8.3 Landlord certifies, represents, warrants and covenants to Tenant that it shall not during the Term of the Lease engage in activities that would violate the provisions of the AML Laws. In this regard Landlord will not engage in or facilitate the Buildings to be used in connection with transactions that in any way involve the proceeds of crime under US law or are related to the financing of terrorist activities.
8.4 If Landlord breaches any certification, representation, warranty or covenant set forth in this Section 8 with respect to the Buildings, such event, shall constitute an event of default hereunder, entitling Tenant to any and all remedies expressly provided to Tenant in the Lease.
Landlord Compliance. If the Common Areas as of the Commencement Date do not comply in all material respects with all Requirements, then Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant (including as Operating Expenses), shall perform such corrective work or take such other actions as may be necessary to cure any violation. Landlord shall not be responsible for any non-compliant condition that arises due to the construction of any Alterations by Tenant or the installation of any of Tenant’s furniture, fixtures, equipment or property, or that are due to Tenant’s particular use of the Premises or the particular manner in which Tenant conducts its business in the Premises. Landlord shall have the right to apply for and obtain a waiver or deferment of compliance, the right to contest any violation in good faith, including, but not limited to, the right to assert any and all defenses allowed by Requirements, and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by Requirements, and Landlord’s obligation to perform corrective work or take other action to cure a violation under this Section 7.4(b) shall not apply until after the exhaustion of any and all rights to appeal or contest.
Landlord Compliance. Except for the obligations of Tenant under clause (a) above, Landlord shall be responsible for compliance with all applicable laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may thereafter be in force that affect the Building, including without limitation, the Disability Statutes applicable to the Common Areas of the Building. Landlord has reasonable discretion to determine when and how to perform alterations under this subsection, and Tenant may not claim any default under this provision. To the knowledge of Landlord, based on the Project Status Update Form prepared by the Texas Department of Licensing and Regulation and dated as of April 4, 2011, the Building complies with the Disability Statutes.
Landlord Compliance. Landlord shall use commercially reasonable efforts to comply with all Legal Requirements which are applicable to Landlord and outside the scope of Tenant’s obligations hereunder to comply with on Landlord’s behalf, provided that Landlord, at its sole expense and without expense to Tenant, shall have the right to contest by proper legal proceedings the validity, so far as applicable to it, of any such Legal Requirement, provided further, that (a) such contest shall not result in a suspension of operations of any Community, and (b) Landlord shall not be deemed to be in breach of this covenant if Landlord’s failure to use commercially reasonable efforts to comply with any such Legal Requirement is due to an Event of Default by Tenant or the Bad Acts of Tenant.
Landlord Compliance. Without limiting Landlord's obligations under Section 6(a) above (i.e., as it relates to certain structural or capital improvements required based on changes in Laws following the Commencement Date) and under Section 9 hereof, but subject to Section 16 and Section 17 below, Landlord shall comply, in all materials respect, with all applicable Laws pertaining to the "core and shell" of the Building (as defined in Section 17(e) below), including the public areas of the Building, or otherwise relating to Landlord's performance of any maintenance or repair obligations imposed upon Landlord hereunder. For purposes of this Section 6(c), it is understood and agreed that (i) any costs incurred by Landlord relative to such compliance activities under this Section 6(c) may be included as part of "Expenses" hereunder (subject to the terms of Section 9 hereof and subject to the limitations expressly provided in the definition of Expenses in Exhibit C hereto), and (ii) Tenant shall have no claim against Landlord relative to noncompliance of Laws under this Section 6(c) or Section 6(b) above or Section 9 below if any such noncompliance of Laws does not materially adversely impact Tenant's use and quiet enjoyment of any portion of the Premises in accordance with the terms of this lease, and (iii) Tenant shall reasonably cooperate with Landlord in allowing access to the Premises, subject to prior scheduling with Tenant, to enable Landlord to perform any compliance work under this Section 6(c) or under Section 6(b) above which is required within the Premises.
Landlord Compliance. Landlord represents to Tenant that to the best knowledge of Landlord there are no Hazardous Substances, asbestos-containing materials, PCB transformers or other toxic, hazardous or contaminated substances or underground storage tanks at, in, on or under the Project, except for such materials as are ordinarily used by owners in the operation of commercial office buildings and in quantities permitted by all applicable laws. Landlord shall not cause or permit the escape, disposal or release of any Hazardous Substances from the Project. Landlord shall not allow the storage or use of Hazardous Substances at the Project, nor allow to be brought into the Project any such Hazardous Substances. Notwithstanding the foregoing, normal quantities of Hazardous Substances or customarily used in the conduct of managing and operating a commercial office building (e.g., cleaning supplies), or the construction or maintenance of leasehold improvements or the Building, may be handled by Landlord in compliance with applicable laws and in a manner that does not result in injury or health risks to persons. Hazardous Substances shall be handled by Landlord at the Project at all times in compliance with the manufacturer’s instructions therefor and all applicable laws. Landlord further agrees that, to the extent required by applicable law, or to the extent such removal is typically performed in comparable office buildings in the suburban Lake County, Illinois area, Landlord shall, at its sole cost and expense, promptly remove or remediate, or cause to be removed or remediated, any Hazardous Substances on the Project (except for Hazardous Substances brought thereon by Tenant, and except to the extent permitted in this Section 28) promptly after discovery thereof.
Landlord Compliance. Landlord hereby warrants and represents that: (i) neither Landlord nor any of its affiliates does business with, sponsors, or provides assistance or support to, the government of, or any person located in, any country, or with any other person, targeted by any of the economic sanctions of the United States administered by OFAC; Landlord is not owned or controlled (within the meaning of the regulations promulgating such sanctions or the laws authorizing such promulgation) by any such government or person; and any payments and/or proceeds received by Landlord under the terms of this Lease will not be used to fund any operations in, finance any investments or activities in or make any payments to, any country, or to make any payments to any person, targeted by any of such sanctions; (ii) no funds tendered to Tenant by Landlord under the terms of this Lease are or will be directly or indirectly derived from activities that may contravene U.S. federal, state or international laws and regulations, including Anti-Money Laundering Laws; (iii) neither Landlord, nor any person controlling, controlled by, or under common control with, Landlord, nor any person having a beneficial interest in Landlord, nor any person for whom Landlord is acting as agent or nominee, nor any person providing funds to Landlord in connection with this Lease (a) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (b) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; (c) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws; (d) is a person or entity that resides or has a place of business in a country or territory which is designated as a Non-Cooperative Country or Territory by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (e) is a Foreign Shell Bank; (f) is a person or entity that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns; (g) is an entity that is designated by the Secretary of the Treasury as warranting such spe...
Landlord Compliance. Landlord agrees to conduct Landlord’s business and operations in compliance with all Environmental Laws and, to the extent that it uses any Hazardous Substances in connection with such business and operations, to use them in full compliance with the Environmental Laws. Landlord agrees to use best efforts to give Tenant written notice of all Hazardous Substances used by Landlord in its business and operations that may directly or indirectly impact the Tenant’s operation of the Sewage Disposal System. Landlord agrees to give Tenant immediate telephone notice and written notice within twenty-four (24) hours if Landlord causes or becomes aware of the use or presence of Hazardous Materials not in compliance with Environmental Laws at the Real Property. Landlord agrees to protect, defend, indemnify and hold harmless Tenant from and against any and all claims, actions, damages, liability, and expense which arise out of the use, discharge, handling, transportation, disposal, treatment, generation, storage, or sale of hazardous materials by Landlord or Landlord’s agents, contractors, employees or invitees.
Landlord Compliance. If a Regulated Substance is found at any time or times to exist in, on or under the Leased Premises (unless introduced by Tenant or any of its agents, employees, contractors or invitees), Landlord shall promptly comply with any reporting requirements of any Environmental Laws and shall, at its sole cost and expense, remove and dispose of such Regulated Substances to the extent required by any Environmental Laws. All of the foregoing shall be completed in accordance with any Environmental Laws and shall be completed so as to minimize any interference with any business operations by Tenant at the Leased Premises. Landlord will indemnify and hold harmless Tenant from any losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) which Tenant may suffer or incur as a result of the presence or introduction into or onto the Leased Premises or any part thereof of any underground storage tanks (and any leakage or contamination from such tanks) or any Regulated Substances, unless introduced by Tenant or any of its agents, employees, contractors or invitees, or as a result of Landlord's violation of any Environmental Law during the Term.
Landlord Compliance. Except as aforesaid, Landlord shall, at its expense, comply with or cause to be complied with, all laws, orders, ordinances, and regulations of federal, state, county and municipal authorities and any direction made pursuant to law of any public officer or officers which shall, with respect to the public portions of the Demised Premises, or which affect Tenant’s access to the Demised Premises or parking areas, impose any violation, order or duty upon Landlord or Tenant and with respect to which Tenant is not obligated by Section 6.1
