Common use of Landlord Representations Warranties and Covenants Clause in Contracts

Landlord Representations Warranties and Covenants. Landlord represents and warrants to Tenant that the following are true and correct as of the date hereof, and shall continue to be true and correct as of the Commencement Date, as well as covenants with Tenant as follows: (a) Landlord is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and Landlord has the requisite power to own and lease those parts of the Office Complex that are subject of this Lease and to the extent stated herein, including, without limitation, the various rights conferred hereby with respect to the Common Areas (including, without limitation, the parking areas) and the Premises, and to carry on its business as and where presently conducted; (b) Landlord has the full right, power and lawful authority to enter into this Lease, to lease the Premises to Tenant, to grant to Tenant the licenses set forth in herein and to perform all of Landlord’s obligations hereunder and all proceedings required by, or on the part of, Landlord and/or its principals to authorize Landlord to execute, deliver and carry out this Lease have been duly and properly taken and this Lease constitutes a legal, valid, binding and enforceable obligation of Landlord; (c) the execution and delivery of this Lease by Landlord, and Landlord’s compliance with its terms and consummation of the transactions contemplated hereby, to the best of its knowledge will not violate, conflict with, or result in a breach of any provisions of the limited liability company agreement of Landlord, or constitute a default, require third party consent that has not been obtained by Landlord, or result in the creation of a lien or a right of acceleration under, or otherwise result in a breach or violation of, any contract, commitment, indenture, mortgage, easement, restriction, covenant, note, bond, license, lease, deed of trust, or other instrument or obligation, or any judgment, order, or decree of any court, administrative agency, or other governmental authority, to which Landlord or any of its principals is a party or by which the Property (including, without limitation, the Premises) may otherwise be bound; (d) Landlord has insurable fee simple title to the Office Complex (including, without limitation, the Premises, the Common Areas and the parking areas); (e) to the best of Landlord’s knowledge all Taxes on the Property are current, and Landlord has received no written notice from any taxing authority, of any special charges, impact fees, or assessments levied, or proposed to be levied, against the Office Complex or any part thereof; (f) to the best of Landlord’s knowledge, the Office Complex is in compliance with all applicable laws, including all Environmental Laws (as hereafter defined) and ADA (as hereafter defined) and Landlord has complied, and shall continue to comply, with all applicable laws, including Environmental Laws and ADA, pertaining to and affecting the Office Complex and Landlord to the best of its knowledge has received no notice, that the Office Complex violates any applicable zoning ordinance, fire regulation, building code, health code, or other governmental ordinances, orders, or restrictions and Landlord shall cause the Office Complex, as well as the operation and maintenance thereof, to comply with all applicable laws and Landlord shall, if Tenant’s rights under this Lease are adversely affected maintain and keep all covenants, restrictions and other agreements of record affecting the Office Complex or any portion thereof free from any default; (g) except as described in this Lease, there are no written agreements with any municipality, governmental unit, or subdivision relating to the Office Complex or the Building that could result in any increased Expense; (h) there is no pending or, to the best of Landlord’s knowledge, threatened condemnation or similar proceeding affecting the Office Complex or any part thereof (including, without limitation, the Building and/or any of the Common Areas), and Landlord is not aware of any facts or circumstances that might result in such a suit or other proceedings; and (i) all structural aspects of the Premises (including, without limitation, the foundations) are to the best of Landlord’s knowledge, and shall be at the time the Premises are delivered to Tenant, in good physical condition, free from defects.

Landlord Representations Warranties and Covenants. Landlord hereby represents and warrants to Tenant that the following are true that, as of date hereof and correct as of the date hereofRevised Term Commencement Date: (i) the Existing Lease attached hereto as Exhibit L is the true, and shall continue to be true complete and correct as copy of the Commencement Date, as well as covenants with Tenant as follows: (a) Landlord is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and Landlord has the requisite power to own and lease those parts of the Office Complex that are subject of this Existing Lease and to the extent stated herein, including, without limitation, the various rights conferred hereby with respect to the Common Areas (including, without limitation, the parking areas) and the Premises, and to carry on its business Existing Lease has not been amended or modified except as and where presently conducted; (b) Landlord has the full right, power and lawful authority to enter into this Lease, to lease the Premises to Tenant, to grant to Tenant the licenses otherwise set forth in herein this Second Amendment and to perform all of Landlord’s obligations hereunder and all proceedings required by, or on as set forth in Exhibit L hereto; (ii) the part of, Landlord and/or its principals to authorize Landlord to execute, deliver and carry out this Existing Lease have been duly and properly taken and this Lease constitutes a legal, is valid, binding and enforceable obligation of Landlord; (c) the execution in full force and delivery of this Lease by Landlordeffect, and Landlord’s compliance enforceable in accordance with its terms by Landlord and consummation of the transactions contemplated hereby, to the best of its knowledge will not violate, conflict with, or result in a breach of any provisions of the limited liability company agreement of Landlord, or constitute a default, require third party consent that has not been obtained by Landlord, or result in the creation of a lien or a right of acceleration under, or otherwise result in a breach or violation of, any contract, commitment, indenture, mortgage, easement, restriction, covenant, note, bond, license, lease, deed of trust, or other instrument or obligation, or any judgment, order, or decree of any court, administrative agency, or other governmental authority, to which Landlord or any of its principals is a party or by which the Property (including, without limitation, the Premises) may otherwise be boundTenant; (d) Landlord has insurable fee simple title to the Office Complex (including, without limitation, the Premises, the Common Areas and the parking areas); (eiv) to the best of Landlord’s knowledge all Taxes on the Property are current, and Landlord has received no written notice from any taxing authority, of any special charges, impact fees, or assessments levied, or proposed to be levied, against the Office Complex or any part thereof; (f) to the best of Landlord’s knowledge, the Office Complex no party is in compliance with all applicable lawsbreach or default under the Existing Lease (whether monetary or otherwise) or has given or received any notice of breach or default or termination under the Existing Lease; (v) to Landlord’s knowledge, including all Environmental Laws JCVI did not made any assignment, sublease, transfer, conveyance or other disposition of the Existing Lease or any interest therein, or grant any sublease, license, occupancy agreement or other use or occupancy right to any other person or entity, except for JCVI’s grant of the Early Access Rights (as hereafter defineddefined in the Assignment Agreement) and ADA (as hereafter defined) and Landlord has complied, and shall continue to comply, with all applicable laws, including Environmental Laws and ADA, pertaining to and affecting the Office Complex and Landlord pursuant to the best of its knowledge has received no notice, that the Office Complex violates any applicable zoning ordinance, fire regulation, building code, health code, or other governmental ordinances, orders, or restrictions Assignment Agreement; and Landlord shall cause the Office Complex, as well as the operation and maintenance thereof, (vi) to comply with all applicable laws and Landlord shall, if TenantLandlord’s rights under this Lease are adversely affected maintain and keep all covenants, restrictions and other agreements of record affecting the Office Complex or any portion thereof free from any default; (g) except as described in this Leaseknowledge, there are no written agreements with any municipality, governmental unit, or subdivision relating to the Office Complex or the Building that could result parties in any increased Expense; (h) there is no pending or, to the best of Landlord’s knowledge, threatened condemnation or similar proceeding affecting the Office Complex or any part thereof (including, without limitation, the Building and/or any of the Common Areas), and Landlord is not aware of any facts or circumstances that might result in such a suit or other proceedings; and (i) all structural aspects possession of the Premises (includingother than Tenant. Each Party guarantees, without limitationwarrants and represent to the other and to Landlord that the execution and consummation of this Assignment have been duly authorized by all appropriate company action, and the individual or individuals signing this Assignment have the power, authority and legal capacity to sign this Assignment on behalf of and to bind all entities, corporations, partnerships, limited liability companies, joint ventures or other organizations and entities on whose behalf such individual or individuals have signed. Notwithstanding anything to the contrary contained in the Lease, the foundationsAssignment or the Landlord Consent, Landlord hereby covenants that Landlord shall not exercise Landlord’s remedy to terminate the Lease or Tenant’s possession of the Premises, nor shall Tenant be prohibited from exercising an Option, the Lease ROFO or the Purchase ROFO, nor shall Landlord (a) are refuse to fund the Base TI Allowance or Additional TI Allowance, (b) fail to deliver any SNDA required by the Lease, (c) fail to make casualty insurance proceeds available under Section 24.10 of the Lease, (d) refuse to permit a Transfer or allow Tenant to collect rents directly from a transferee under Section 29 of the Lease, (e) charge Additional Rent under Section 7.2 of the Lease, (f) draw against the Security Deposit or (g) fail to recognize Tenant’s quiet enjoyment rights under Section 15 of the Lease, solely by reason of any breach or default of JCVI under the Existing Lease existing as of the Revised Term Commencement Date, provided that the foregoing shall in no way be deemed to limit Landlord’s ability to exercise any remedies under the Lease, including without limitation the termination of the Lease or Tenant’s possession of the Premises, due to any Default caused by Macrogenics, Inc. as the Tenant during its early access to the best Premises pursuant to Section 5 of Landlord’s knowledgethis Second Amendment or any Default resulting from its exacerbation of a breach or default of JCVI under the Existing Lease existing as of the Revised Term Commencement Date. In no event shall Tenant be required to make any certification in an estoppel certificate about the existence of tenant defaults under the Lease as of the Revised Term Commencement Date. In addition, and shall be at notwithstanding any provision to the time contrary contained in the Premises are delivered to TenantExisting Lease, in good physical condition, free from defects.Landlord agrees

Landlord Representations Warranties and Covenants. Landlord hereby represents and warrants to Tenant that the following are true that, as of date hereof and correct as of the date hereofRevised Term Commencement Date: (i) the Existing Lease attached hereto as Exhibit L is the true, complete and correct copy of the Existing Lease and the Existing Lease has not been amended or modified except as otherwise set forth in this Second Amendment and as set forth in Exhibit L hereto; (ii) the Existing Lease is valid, binding and in full force and effect, and enforceable in accordance with its terms by Landlord and Tenant; (iv) to Landlord's knowledge, no party is in breach or default under the Existing Lease (whether monetary or otherwise) or has given or received any notice of breach or default or termination under the Existing Lease; (v) to Landlord's knowledge, JCVI did not made any assignment, sublease, transfer, conveyance or other disposition of the Existing Lease or any interest therein, or grant any sublease, license, occupancy agreement or other use or occupancy right to any other person or entity, except for JCVI's grant of the Early Access Rights (as defined in the Assignment Agreement) pursuant to the Assignment Agreement; and (vi) to Landlord's knowledge, there are no parties in possession of the Premises other than Tenant. Each Party guarantees, warrants and represent to the other and to Landlord that the execution and consummation of this Assignment have been duly authorized by all appropriate company action, and the individual or individuals signing this Assignment have the power, authority and legal capacity to sign this Assignment on behalf of and to bind all entities, corporations, partnerships, limited liability companies, joint ventures or other organizations and entities on whose behalf such individual or individuals have signed. Notwithstanding anything to the contrary contained in the Lease, the Assignment or the Landlord Consent, Landlord hereby covenants that Landlord shall continue not exercise Landlord's remedy to terminate the Lease or Tenant's possession of the Premises, nor shall Tenant be true and correct prohibited from exercising an Option, the Lease ROFO or the Purchase ROFO, nor shall Landlord (a) refuse to fund the Base TI Allowance or Additional TI Allowance, (b) fail to deliver any SNDA required by the Lease, (c) fail to make casualty insurance proceeds available under Section 24.10 of the Lease, (d) refuse to permit a Transfer or allow Tenant to collect rents directly from a transferee under Section 29 of the Lease, (e) charge Additional Rent under Section 7.2 of the Lease, (f) draw against the Security Deposit or (g) fail to recognize Tenant's quiet enjoyment rights under Section 15 of the Lease, solely by reason of any breach or default of JCVI under the Existing Lease existing as of the Revised Term Commencement Date, as well as covenants with Tenant as follows: (a) Landlord is a limited liability company duly organized, validly existing and provided that the foregoing shall in good standing no way be deemed to limit Landlord's ability to exercise any remedies under the laws Lease, including without limitation the termination of the state of its formation and Landlord has the requisite power to own and lease those parts Lease or Tenant's possession of the Office Complex that are subject Premises, due to any Default caused by Macrogenics, Inc. as the Tenant during its early access to the Premises pursuant to Section 5 of this Second Amendment or any Default resulting from its exacerbation of a breach or default of JCVI under the Existing Lease existing as of the Revised Term Commencement Date. In no event shall Tenant be required to make any certification in an estoppel certificate about the existence of tenant defaults under the Lease as of the Revised Term Commencement Date. In addition, notwithstanding any provision to the contrary contained in the Existing Lease, Landlord agrees to look solely to JCVI for satisfaction of any default of the tenant's obligations under the Lease occurring prior to or existing as of the Revised Commencement Date and for satisfaction of all obligations of the tenant under the Lease to the extent stated hereinaccruing prior to or existing as of the Revised Commencement Date, including, without limitation, the various rights conferred hereby with respect obligation to pay any amount payable by the tenant under the Lease to the Common Areas (includingextent accruing prior to or existing as of the Revised Commencement Date, without limitation, the parking areas) and the Premises, recovery of any losses accruing to Landlord and to carry on its business as and where presently conducted; (b) Landlord has recoverable under the full right, power and lawful authority to enter into this Lease, to lease the Premises to Tenant, to grant to Tenant the licenses set forth at law or in herein and to perform all of Landlord’s obligations hereunder and all proceedings required by, or on the part of, Landlord and/or its principals to authorize Landlord to execute, deliver and carry out this Lease have been duly and properly taken and this Lease constitutes a legal, valid, binding and enforceable obligation of Landlord; (c) the execution and delivery of this Lease by Landlord, and Landlord’s compliance with its terms and consummation of the transactions contemplated herebyequity, to the best of its knowledge will not violate, conflict with, extent arising under the Lease prior to or result in a breach of any provisions existing as of the limited liability company agreement Revised Commencement Date, provided that the foregoing shall in no way be deemed to limit Landlord's ability to exercise any remedies under the Lease due to any Default caused by Macrogenics, Inc. as the Tenant during its early access to the Premises pursuant to Section 5 of Landlord, this Second Amendment or constitute a default, require third party consent that has not been obtained by Landlord, or result in the creation any Default resulting from Tenant's exacerbation of a lien or a right of acceleration under, or otherwise result in a breach or violation of, any contract, commitment, indenture, mortgage, easement, restriction, covenant, note, bond, license, lease, deed default of trust, or other instrument or obligation, or any judgment, order, or decree of any court, administrative agency, or other governmental authority, to which Landlord or any of its principals is a party or by which JCVI under the Property (including, without limitation, the Premises) may otherwise be bound; (d) Landlord has insurable fee simple title to the Office Complex (including, without limitation, the Premises, the Common Areas and the parking areas); (e) to the best of Landlord’s knowledge all Taxes on the Property are current, and Landlord has received no written notice from any taxing authority, of any special charges, impact fees, or assessments levied, or proposed to be levied, against the Office Complex or any part thereof; (f) to the best of Landlord’s knowledge, the Office Complex is in compliance with all applicable laws, including all Environmental Laws (Existing Lease existing as hereafter defined) and ADA (as hereafter defined) and Landlord has complied, and shall continue to comply, with all applicable laws, including Environmental Laws and ADA, pertaining to and affecting the Office Complex and Landlord to the best of its knowledge has received no notice, that the Office Complex violates any applicable zoning ordinance, fire regulation, building code, health code, or other governmental ordinances, orders, or restrictions and Landlord shall cause the Office Complex, as well as the operation and maintenance thereof, to comply with all applicable laws and Landlord shall, if Tenant’s rights under this Lease are adversely affected maintain and keep all covenants, restrictions and other agreements of record affecting the Office Complex or any portion thereof free from any default; (g) except as described in this Lease, there are no written agreements with any municipality, governmental unit, or subdivision relating to the Office Complex or the Building that could result in any increased Expense; (h) there is no pending or, to the best of Landlord’s knowledge, threatened condemnation or similar proceeding affecting the Office Complex or any part thereof (including, without limitation, the Building and/or any of the Common Areas), and Landlord is not aware of any facts or circumstances that might result in such a suit or other proceedings; and (i) all structural aspects of the Premises (including, without limitation, the foundations) are to the best of Landlord’s knowledge, and shall be at the time the Premises are delivered to Tenant, in good physical condition, free from defectsRevised Term Commencement Date.