Common use of Landlord Representations and Warranties Clause in Contracts

Landlord Representations and Warranties. In addition to and in no way limiting those representations and warranties made is Section 7.06, Article 27 and elsewhere in this Lease and notwithstanding the Tenant’s investigations, Landlord hereby represents and warrants to Tenant as follows as of the date hereof; (a) Except as may be disclosed on Exhibit “E”, Landlord has not received any written notice that any portion of the Premises is unfit for the Permitted Use or that there exists any defect in the design, workmanship or suitability thereof and Landlord is not aware of any such adverse conditions, whether latent or patent. (b) There is no delinquent tax or any actual or threatened assessment of deficiency or additional tax or other governmental charge, and Landlord is unaware of a basis for such a claim with respect to the Premises. There are no tax liens on the Premises other than liens for real property taxes that are not yet delinquent. (c) No assessments, defaults or claims related to the Riverwalk Crossing or the Common Areas or any other assessments, defaults or claims for public improvements have been made against the Premises or the Common Areas of Riverwalk Crossing which remain due and unpaid. (d) All bills and claims for labor performed and services and materials furnished for the Premises are or will be timely paid in full and the Premises is or will be as of the Commencement Date free from mechanic’s or materialman’s liens. (e) All appropriate public utilities, including sanitary and storm sewers, water, gas and electricity, are currently available to the Premises. (f) Except as may be disclosed on Exhibit “E”, Landlord is unaware of any issue that would cause either the Premises or Common Areas of Riverwalk Crossing to be in violation of any law, ordinance, regulation or governmental requirement, including, without limitation, matters relating to zoning or use of the Premises for its intended purposes, nor with respect to construction, fire protection, building code, health code, traffic, flood control or fire safety. (g) Neither the Premises or Common Areas of Riverwalk Crossing are subject to any pending or threatened taking as such term is defined herein. (h) Tenants of Riverwalk Crossing are obligated to and regularly remit their respective proportionate shares of Common Area Operating Expenses, as applicable, and except for the terminated lease with Origin, there are no outstanding disputes with respect to the payment of Common Area Operating Expenses or with respect to the Common Areas. (i) As of the Commencement Date, there are no known outstanding claims by Origin, any of its affiliates, creditors, vendors or other related parties in connection with the Premises and Landlord will indemnify and hold Tenant harmless from any and all such claims, except for Origin’s claims related to Tenant’s gross negligence, willful misconduct, or breach of agreements between Origin and Tenant.

Landlord Representations and Warranties. In addition Landlord represents to and in no way limiting those representations covenants and warranties made agrees with Tenant that: (1) Landlord is Section 7.06, Article 27 the owner of good and elsewhere in marketable title to the Leased Area and that it has full right and authority to make this Lease and notwithstanding to make and bind the Tenant’s investigationsProperty to the provisions hereof; (2) All usual utilities serve the Building and service is available to the Building upon normal and nondiscriminatory deposits and without any requirements for connection fees or charges; (3) All Building systems (including without limitation HVAC, electrical, plumbing, water, sewer, gas and the like are fully operable and in good condition and repair, and Landlord hereby represents shall be responsible for any repairs or other work to put and/or maintain any of the same in such condition and warrants state of repair. (4) Except for the Existing Tenant and ACI, there are no leases, tenancies or other rental arrange­ments pertaining to Tenant any portion of the Property except as follows herein specifically provided. (5) All buildings and improvements on the Property (including all streets, curbs, sidewalks, sewers and other utilities) have been completed and installed in accordance with the plans and specifications approved (if required) by the various governmental authorities having jurisdiction. Permanent certificates of occupancy, all licenses, permits, authorizations and approvals required by all governmental authorities having jurisdiction have been issued for such buildings and improvements and have been paid for and, as of the date hereof;of execution and the commencement date of this lease, all of the same will be in full force and effect. (a6) Except The Property is properly zoned for a warehouse and distribution facility and associated offices, facilities and parking including trucks and trailers, and such use meets all applicable governmental and legal requirements. No zoning, building or similar law, ordinance or regulation is, or as may be disclosed of the date hereof will be, violated by the continued maintenance, operation or use of any buildings, improvements or structures presently erected on Exhibit “E”the Property or by the continued maintenance, Landlord has operation or use of the Parking Area. (7) There are not, except only matters specifically set forth in the Phase I Assessment and as of the Commencement Date hereof there will not received be, any written notice that uncured violations of federal, state or municipal laws, ordinances, orders, regulations or requirements affecting any portion of the Premises Property. No heating equipment, incinerators or other burning devices on the Property violate, or as of the date hereof will violate, any applicable federal, state or municipal laws, ordinances, orders, regulations or requirements. (8) The Property is unfit served by water, sewer, electrical, gas and telephone lines and systems having adequate capacity for the Permitted Use reasonably foreseeable operation of the Property. (9) The Property has full, free and adequate access to and from public highways and roads, and Landlord has no knowledge of any fact or that there exists any defect condition which would result in the designtermination or limitation of access. (10) Landlord has no information or knowledge of any pending or threatened condemnation or similar proceeding affecting any portion of the Property. Landlord has no information or knowledge of any change contemplated in any applicable laws, workmanship ordinances or suitability thereof restrictions or any judicial or administrative action or any action by adjacent landowners or natural or artificial conditions upon the Property which would prevent, limit, impede or render more costly Tenant’s contemplated use of the Property. Landlord has no information or knowledge of any legal actions, suits or other legal or administrative proceedings, pending or threatened with respect to the Property, and Landlord is not aware of any facts which might result in any such action, suit or other proceedings. Landlord has no information or knowledge of any significant adverse conditionsfacts or conditions relating to the Property or its present or intended use which have not been specifically disclosed in writing by Landlord to Tenant, whether latent and Landlord knows of no fact or patentcondition of any kind or character which adversely affects the present or intended use of the Property. (b11) There Landlord has no information or knowledge of any special taxes or assessments levied against the Property which are not yet due and payable at the office of the tax collection authority having jurisdiction or of any existing or proposed improvements to be paid for by special taxes or assessments subsequent to the date hereof. (12) All statements made by Landlord are true and correct and the information provided and to be provided by Landlord to Tenant relating to this Lease do not and will not contain any statement which, at the time and in the light of the circumstances under which it is no delinquent tax made, is false or any actual or threatened assessment of deficiency or additional tax or other governmental charge, and Landlord is unaware of a basis for such a claim misleading with respect to any material fact, or omits to state any material fact (which is known, or, in the Premises. There are no tax liens on the Premises other than liens for real property taxes that are exercise of reasonable diligence by Landlord, should have been known) necessary in order to make any statement not yet delinquentfalse or misleading in any material respect. (c13) No assessmentsTo the best of Landlord’s knowledge and belief, defaults the Phase I Assessment is true and correct and does not contain any statement which is false or claims related to the Riverwalk Crossing or the Common Areas or any other assessments, defaults or claims for public improvements have been made against the Premises or the Common Areas of Riverwalk Crossing which remain due and unpaid. (d) All bills and claims for labor performed and services and materials furnished for the Premises are or will be timely paid in full and the Premises is or will be as of the Commencement Date free from mechanic’s or materialman’s liens. (e) All appropriate public utilities, including sanitary and storm sewers, water, gas and electricity, are currently available to the Premises. (f) Except as may be disclosed on Exhibit “E”, Landlord is unaware of any issue that would cause either the Premises or Common Areas of Riverwalk Crossing to be in violation of any law, ordinance, regulation or governmental requirement, including, without limitation, matters relating to zoning or use of the Premises for its intended purposes, nor misleading with respect to constructionany material fact, fire protectionor omits to state any material fact necessary in order to make any statement not false or misleading in any material respect. Landlord’s representations, building code, health code, traffic, flood control or fire safety. (g) Neither warranties and agreements herein shall be continuing and shall survive the Premises or Common Areas of Riverwalk Crossing are subject to any pending or threatened taking as such term is defined herein. (h) Tenants of Riverwalk Crossing are obligated to and regularly remit their respective proportionate shares of Common Area Operating Expenses, as applicable, and except for the terminated lease with Origin, there are no outstanding disputes with respect to the payment of Common Area Operating Expenses or with respect to the Common Areas. (i) As expiration of the Commencement Date, there are no known outstanding claims by Origin, any of its affiliates, creditors, vendors or other related parties in connection with the Premises and Landlord will indemnify and hold Tenant harmless from any and all such claims, except for Origin’s claims related to Tenant’s gross negligence, willful misconduct, or breach of agreements between Origin and TenantInitial Term.

Landlord Representations and Warranties. In addition to and in no way limiting those representations and warranties made is Section 7.06, Article 27 and elsewhere in this Lease and notwithstanding the Tenant’s investigations, Landlord hereby represents and warrants to Tenant that as follows as of the date hereof; (a) Except as may be disclosed on Exhibit “E”, Landlord has not received any written notice that any portion of the Premises is unfit for the Permitted Use or that there exists any defect in the design, workmanship or suitability thereof and Landlord is not aware of any such adverse conditions, whether latent or patent. (b) There is no delinquent tax or any actual or threatened assessment of deficiency or additional tax or other governmental charge, and Landlord is unaware of a basis for such a claim with respect to the Premises. There are no tax liens on the Premises other than liens for real property taxes that are not yet delinquent. (c) No assessments, defaults or claims related to the Riverwalk Crossing or the Common Areas or any other assessments, defaults or claims for public improvements have been made against the Premises or the Common Areas of Riverwalk Crossing which remain due and unpaid. (d) All bills and claims for labor performed and services and materials furnished for the Premises are or will be timely paid in full and the Premises is or will be as of the Commencement Date free from mechanic’s or materialman’s liens. (e) All appropriate public utilities, including sanitary and storm sewers, water, gas and electricity, are currently available to the Premises. (f) Except as may be disclosed on Exhibit “E”, Landlord is unaware of any issue that would cause either the Premises or Common Areas of Riverwalk Crossing to be in violation of any law, ordinance, regulation or governmental requirement, including, without limitation, matters relating to zoning or use of the Premises for its intended purposes, nor with respect to construction, fire protection, building code, health code, traffic, flood control or fire safety. (g) Neither the Premises or Common Areas of Riverwalk Crossing are subject to any pending or threatened taking as such term is defined herein. (h) Tenants of Riverwalk Crossing are obligated to and regularly remit their respective proportionate shares of Common Area Operating Expenses, as applicable, and except for the terminated lease with Origin, there are no outstanding disputes with respect to the payment of Common Area Operating Expenses or with respect to the Common Areas. (i) As of the Commencement Date, there are no known outstanding claims the Building's Structure (including the roof and floor system (but not floor covering)) and the Building's Systems (including mechanical, electrical, HVAC, lighting and plumbing) will be operational and in good working condition and that the Premises (including restrooms and exterior ramps) will be in compliance with all Laws (including the Disabilities Acts, but without reference to any improvements made by OriginTenant or Tenant's use of the Premises). Landlord shall repair or replace, at its sale expense (and not as part of Operating Expenses), any deficiencies in the Building's Structure or the Building's Systems, of its affiliateswhich Tenant gives notice within the first twelve (12) months of the Term. Landlord represents that it has no knowledge that any Hazardous Materials have been released in, creditorson or under the Premises, vendors except to the extent, if any, set forth in that certain Phase I Environmental Site Assessment prepared by Tetra Tech dated April 11, 2008, a copy of which has been delivered to Tenant prior to the execution of this Lease (which Tenant agrees to keep confidential, and which Tenant agrees not to disclose to any other persons or other related parties in connection with the Premises and Landlord will indemnify and hold Tenant harmless from any and all such claimsentities, except for Origin’s claims related Tenant's professional advisors on a "need to know" basis, and as otherwise required by Law). No representation or warranty is made with respect to the Leased Personal Property. Except as represented in Paragraph 23 above, Landlord and Tenant expressly disclaim any implied warranty that the Premises are suitable for Tenant’s gross negligence's intended purpose (e.g., willful misconductzoned, licensed, or breach of agreements between Origin otherwise properly authorized by a law or government agency), and Tenant's obligation to pay rent hereunder is not dependent upon such suitability of the Premises.

Landlord Representations and Warranties. In addition (a) The Landlord, to and in no way limiting those representations and warranties made is Section 7.06its knowledge, Article 27 and elsewhere in this Lease and notwithstanding the Tenant’s investigations, Landlord hereby represents and warrants to the Tenant as follows as upon which warranties and representations the Tenant has relied in executing and delivering this Lease that: (i) The Landlord has no actual knowledge of, and has rejected no notice of, any outstanding violation of any governmental law, rule, statute, ordinance, or regulation affecting the Premises. (ii) No other person, firm or entity shall have any rights in or right to acquire any fee or leasehold interest in the Premises or any part thereof from the Landlord. (iii) All required federal, state and local permits, consents and approvals, if any, concerning or related to environmental protection and regulation of the date hereof;Premises have been secured and are current and shall be properly maintained. (aiv) Except as may be disclosed on Exhibit “E”There are no pending actions against the Landlord, or any prior tenant of the Premises with respect to any such tenant's activities in the Leased Premises, under any Environmental Law, and the Landlord has not received any written notice in any form of such an action, or of a possible action. (v) There have not been nor are there now any releases of hazardous substances (as that term is defined in any of the Environmental Laws) or hazardous substances present in, on, over, at, from, into or onto any portion of the Premises is unfit for or the Permitted Use or that there exists any defect Condominium other than in de minimis quantities solely in connection with the operation of the Building. (vi) The Landlord shall promptly notify the Tenant in the design, workmanship event it receives: A. Any notices or suitability thereof and Landlord is not aware correspondence from the Environmental Protection Agency or the New Jersey Department of Environmental Protection alleging the presence or release of any such adverse conditionshazardous substances or environmental contaminants, whether latent in, on, around or patentunder the Premises or the Condominium; or B. Any information suggesting or demonstrating the release or presence of any hazardous substances or environmental contaminants in, on, around or under the Premises or the Condominium. (vii) The Landlord has no actual knowledge of the existence of any asbestos in or on the premises. (b) There is no delinquent tax or any actual or threatened assessment The Landlord hereby indemnifies and holds harmless (and shall, at the Tenant's option, defend) the Tenant, its employees, agents, guests, visitors and invitees, of deficiency or additional tax or other governmental charge, from and Landlord is unaware of a basis for such a claim with respect to the Premises. There are no tax liens on the Premises other than liens for real property taxes that are not yet delinquent. (c) No assessments, defaults or claims related to the Riverwalk Crossing or the Common Areas or any other assessments, defaults or claims for public improvements have been made against the Premises or the Common Areas of Riverwalk Crossing which remain due and unpaid. (d) All bills and claims for labor performed and services and materials furnished for the Premises are or will be timely paid in full and the Premises is or will be as of the Commencement Date free from mechanic’s or materialman’s liens. (e) All appropriate public utilities, including sanitary and storm sewers, water, gas and electricity, are currently available to the Premises. (f) Except as may be disclosed on Exhibit “E”, Landlord is unaware of any issue that would cause either the Premises or Common Areas of Riverwalk Crossing to be in violation of any law, ordinance, regulation or governmental requirement, including, without limitation, matters relating to zoning or use of the Premises for its intended purposes, nor with respect to construction, fire protection, building code, health code, traffic, flood control or fire safety. (g) Neither the Premises or Common Areas of Riverwalk Crossing are subject to any pending or threatened taking as such term is defined herein. (h) Tenants of Riverwalk Crossing are obligated to and regularly remit their respective proportionate shares of Common Area Operating Expenses, as applicable, and except for the terminated lease with Origin, there are no outstanding disputes with respect to the payment of Common Area Operating Expenses or with respect to the Common Areas. (i) As of the Commencement Date, there are no known outstanding claims by Origin, any of its affiliates, creditors, vendors or other related parties in connection with the Premises and Landlord will indemnify and hold Tenant harmless from any and all such claimscosts, except for Origin’s claims related to Tenant’s gross negligenceexpense (including without limitation reasonable attorneys' and environmental consultants' fees) loss, willful misconductdamage, or liability arising directly or indirectly from a breach by the Landlord of agreements between Origin and Tenantany of the representations or warranties contained in this Paragraph or this Lease.