Common use of Landlord Representations Clause in Contracts

Landlord Representations. Landlord represents to Tenant that, to the best knowledge of Landlord, the Building and the Premises will be delivered to Tenant on the Delivery Date in compliance with all Applicable Laws, including all applicable Environmental Laws and the Americans with Disabilities Act of 1990, as such laws are interpreted and enforced on the Delivery Date. Landlord further represents to Tenant that to the best knowledge of Landlord, based on a review of the environmental reports and studies provided to Landlord upon its acquisition of the Park Place Project, no Hazardous Materials currently are located on the Building Property or the Premises in an amount or in a manner that would be materially adverse to Tenant or in violation of applicable Environmental Laws, as such laws are currently interpreted and enforced on the date hereof. Any costs or expenses incurred by Tenant with respect to the removal or remediation of Hazardous Materials located in the Premises or the Building in violation of the foregoing representation by Landlord regarding Hazardous Materials, shall be reimbursed to Tenant by Landlord within thirty (30) days after a written demand by Tenant supported by reasonable written detail concerning the source and type of Hazardous Materials discovered by Tenant in or about the Premises and the cost of such removal or remediation; provided that Tenant shall first notify Landlord of the presence of such Hazardous Materials and allow Landlord a reasonable period to undertake such removal and remediation at Landlord’s expense prior to Tenant undertaking such removal or remediation. For purposes hereof, the phrase “the best knowledge of Landlord” shall mean the present, actual knowledge of the Property Manager directly employed by Landlord or any of its Affiliates at the Park Place Project. Tenant acknowledges that Landlord has provided Tenant with copies of (i) Environmental Assessment Update, Park Place 0000-0000 Xxxxxxxxx Xxxxx, Irvine, CA prepared by Allwest Environmental, Inc., dated February 9, 2004 and (ii) Phase I Environmental Site Assessment of Park Place II, located at 0000-0000 Xxxxxxxxx Xxxxx, Irvine, CA 92612 prepared by ENSR International, dated July, 2004, which Landlord represents are the most recent environmental studies for the Building Property in Landlord’s possession.

Landlord Representations. Landlord represents and warrants that Landlord (commencing as of its period of stewardship of the Property through the date of execution of this Lease) has not treated, stored or disposed of any Hazardous Substances upon or within the Premises (other than minor uses of ordinary commercially standard and lawfully employed cleaning and similar typical operational activities to Tenant thatthe extent employing chemical agents and the like which comply with law), nor, to the best knowledge of Landlord's actual knowledge, the Building and has any predecessor owner of the Premises will be delivered provided, Landlord does not have ordinary diligence information or knowledge about any predecessor’s conduct due to the circumstances by which Landlord succeeded to its position in control of the Property. Landlord has not investigated the Premises nor tested it to determine the inclusion of any asbestos (friable or otherwise) or other Hazardous Substances whether or not beyond thresholds which violate law and/or require remediation and Tenant on the Delivery Date in compliance with all Applicable Laws, including all applicable Environmental Laws and the Americans with Disabilities Act of 1990, as has been given ample opportunity to perform such laws are interpreted and enforced on the Delivery Datediligence prior to executing this Lease. Landlord further represents to Tenant that and warrants the following to the best knowledge of Landlord’s actual knowledge only: (a) No unresolved notice, based on a review of the environmental reports and studies provided to Landlord upon its acquisition of the Park Place Projectcitation, summons or order has been issued, no Hazardous Materials currently are located on the Building Property complaint has been filed, no penalty has been assessed and no investigation or the Premises in an amount review is pending or in a manner that would be materially adverse to Tenant threatened by any governmental or in violation of applicable Environmental Laws, as such laws are currently interpreted and enforced on the date hereof. Any costs other entity or expenses incurred by Tenant any other party: (a) with respect to the removal any alleged violation of any Environmental Laws applicable to its ownership of or remediation of Hazardous Materials located in at or activities at the Premises or the Building Property by the Landlord or its affiliates or, to Landlord’s actual knowledge, by anyone else in relation to the Premises; or (b) with respect to any alleged failure to have any Environmental Permit in connection with the Premises; or (c) with respect to any Hazardous Substances at, on, in, under or emanating from the Premises to the extent in violation of law, requiring remediation, and/or reasonably foreseeable to cause adverse impact to or upon Tenant or its contemplated operations at the foregoing representation Premises. (b) Neither Landlord not its affiliates or, to Landlord’s actual knowledge, any other party, has received any request for information, notice of claim, demand or notification that it or they are or may be potentially responsible with respect to any investigation or clean-up of any threatened or actual release of any Hazardous Substance at, on, in, under or emanating from the Premises. (c) Landlord has not tested for and does not have actual knowledge of any PCBs or asbestos-containing materials (friable or otherwise) present at the Premises, nor of any underground storage tanks, active or abandoned, at the Premises which are in violation of law. (d) Landlord has no actual knowledge of any Hazardous Substance having been released at, on, in, under, about or from the Premises in violation of law or to the extent to require remediation. (e) No oral or written notification of a release or threat of release of a Hazardous Substance has been filed by Landlord regarding Hazardous Materialsthe Landlord, shall be reimbursed its Affiliates or, to Tenant by Landlord within thirty Landlord’s knowledge, any other party or in relation to the Premises, nor is the Premises listed or proposed for listing on the National Priority List promulgated pursuant to CERCLA, on the Comprehensive Environmental Response, Compensation and Liability Information System (30“CERCLIS”) days after a written demand by Tenant supported by reasonable written detail concerning the source and type or on any similar state list of Hazardous Materials discovered by Tenant in sites requiring investigation or about clean-up. (f) To Landlord’s actual knowledge there are no environmental liens on the Premises and no government actions have been taken or are in process or pending which could subject the cost Premises to such liens. (g) To Landlord’s knowledge no consent, approval or authorization of, or registration or filing with any person, including any environmental governmental authority or regulatory agency (“Governmental Entity”), is required in connection with the execution and delivery of such removal this Lease or remediation; provided that Tenant shall first notify Landlord the commencement of Tenant’s occupancy of the presence Premises as contemplated hereby provided, any such requirement arising out of such Hazardous Materials Tenant’s specific manner of use and/or operation (as opposed to a general office or general retail use) shall be the sole responsibility of Tenant to comply with and allow Landlord a reasonable period Tenant agrees and covenants to undertake such removal do so at Tenant’s sole cost and remediation at Landlord’s expense prior to Tenant undertaking such removal or remediation. For purposes hereof, the phrase “the best knowledge of Landlord” shall mean the present, actual knowledge of the Property Manager directly employed by Landlord or any of its Affiliates at the Park Place Project. Tenant acknowledges that Landlord has provided Tenant with copies of (i) Environmental Assessment Update, Park Place 0000-0000 Xxxxxxxxx Xxxxx, Irvine, CA prepared by Allwest Environmental, Inc., dated February 9, 2004 and (ii) Phase I Environmental Site Assessment of Park Place II, located at 0000-0000 Xxxxxxxxx Xxxxx, Irvine, CA 92612 prepared by ENSR International, dated July, 2004, which Landlord represents are the most recent environmental studies for the Building Property in Landlord’s possessionexpense.

Landlord Representations. Landlord represents and warrants to Tenant thatand agrees that at all times during the term of this Lease and any extensions or renewals thereof, Landlord shall: (i) promptly comply at Landlord's sole cost and expense, with all Laws relating to any Environmental Activity in or about the Property, except to the best knowledge extent that such Environmental Activity is performed by Tenant. (ii) indemnify and hold Tenant, its agents and employees, harmless from any and all demands, claims, causes of Landlordaction, the Building penalties, liabilities, judgments, damages (including consequential damages) and the Premises will be delivered to Tenant on the Delivery Date in compliance with all Applicable Lawsexpenses including, including all applicable Environmental Laws without limitation, court costs and the Americans with Disabilities Act of 1990, as such laws are interpreted and enforced on the Delivery Date. Landlord further represents to Tenant that to the best knowledge of Landlord, based on a review of the environmental reports and studies provided to Landlord upon its acquisition of the Park Place Project, no Hazardous Materials currently are located on the Building Property or the Premises in an amount or in a manner that would be materially adverse to Tenant or in violation of applicable Environmental Laws, as such laws are currently interpreted and enforced on the date hereof. Any costs or expenses reasonable attorneys' fees incurred by Tenant as a result of (a) Landlord's failure or delay in properly complying with respect any Law, or (b) any adverse effect which results from any Environmental Activity, other than Tenant's Environmental Activity. If any action or proceeding is brought against Tenant, its agents or employees by reason of any such claim, Landlord, upon notice from Tenant, will defend such claim at Landlord's expense with counsel reasonably satisfactory to Tenant. This indemnity obligation by Landlord of Tenant will survive the removal expiration or remediation earlier termination of Hazardous Materials located this Lease. (iii) in the Premises event there is a release of any hazardous substance as a result of or in connection with any Environmental Activity by any person other than Tenant or any of Tenant's subtenants or any of their respective agents, employees, contractors or invitees, which must be remediated under any Law, Landlord shall perform the Building in violation of necessary remediation, at Landlord's sole cost and expense or shall cause such remediation to be performed by the foregoing representation by person or entity responsible for such release, including but not limited to, the United States Air Force. Landlord regarding Hazardous Materials, shall be reimbursed give notice to Tenant by Landlord within thirty (30) days after a written demand by Tenant supported by reasonable written detail concerning the source and type of Hazardous Materials discovered by Tenant in Landlord receives notice or about the Premises and the cost of such removal or remediation; provided that Tenant shall first notify Landlord of the presence of such Hazardous Materials and allow Landlord a reasonable period to undertake such removal and remediation at Landlord’s expense prior to Tenant undertaking such removal or remediation. For purposes hereof, the phrase “the best knowledge of Landlord” shall mean the present, actual obtains knowledge of the Property Manager directly employed by required remediation. The rights and obligations of Landlord and Tenant set forth in this subparagraph (iii) shall survive the expiration or any earlier termination of its Affiliates at the Park Place Project. Tenant acknowledges that Landlord has provided Tenant with copies of (i) Environmental Assessment Update, Park Place 0000-0000 Xxxxxxxxx Xxxxx, Irvine, CA prepared by Allwest Environmental, Inc., dated February 9, 2004 and (ii) Phase I Environmental Site Assessment of Park Place II, located at 0000-0000 Xxxxxxxxx Xxxxx, Irvine, CA 92612 prepared by ENSR International, dated July, 2004, which Landlord represents are the most recent environmental studies for the Building Property in Landlord’s possessionthis Lease.

Landlord Representations. Landlord represents makes the following representations: (i) the zoning for the Premises will permit Tenant to utilize the Premises as an office building or pharmaceutical distribution center without the necessity of obtaining a zoning variance or a conditional or special use permit; (ii) an occupancy permit authorizing the use of the entire Premises by Tenant will be issuable to Tenant thatupon Substantial Completion of the Tenant Improvements; (iii) except for those improvements to be constructed by Tenant, all improvements located on the Premises will comply in all respects material to the agreed-upon Final Plans and Specifications, all applicable zoning and building codes, subdivision or Protective Covenants restrictions, ordinances and regulations, and all applicable fire, environmental, occupational safety and health standards and similar standards established by law; (iv) there is no pending or, to the best knowledge of Landlord, threatened litigation, mechanic's liens or claims of liens, condemnation proceedings (except as described in Section 49) , administrative actions or judicial proceedings of any material nature relating to the Building and Leased Premises, including, without limitation, disputes with subcontractors or material suppliers, owners of adjacent properties, governmental authorities or prior owners of the Premises that will be delivered affect the Tenant’s ability to occupy the premises undisturbed (provided, however, that Landlord shall have the right to bond over or provide other reasonable security with respect to such disputes); (v) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any person or entity other than Tenant on the Delivery Date in compliance with all Applicable Laws, including all applicable Environmental Laws and right to use or occupy any portion of the Americans with Disabilities Act of 1990, as such laws are interpreted and enforced on the Delivery Date. Landlord further represents to Tenant that Premises; (vi) to the best knowledge of Landlord's knowledge, based on all improvements constructed by Landlord will be completed in a review good and workmanlike manner and in accordance with the Final LI Plans and Final TI Plans and will be in proper working order and will not require any repairs or replacements which have not been made as of the environmental reports Commencement Date; (vii) to the best of Landlord's knowledge, the roof, walls, floor and studies provided to Landlord upon its acquisition other structural components of the Park Place Projectbuilding will be structurally sound and free of any material defects and do not require any repairs or replacements which have not been made; and (viii) to the best of Landlord's knowledge, no Hazardous Materials currently are hazardous substances will be incorporated by Landlord into the Building, or located on or under, or affect the Building Property or the Premises in an amount or in Premises. If requested by Xxxxxx, Landlord shall issue a manner that would be materially adverse Certificate to Tenant or upon Substantial Completion confirming that the representations in violation this Section are true and correct as of applicable Environmental Laws, as such laws are currently interpreted and enforced on the date hereof. Any costs or expenses incurred by Tenant with respect to the removal or remediation of Hazardous Materials located in the Premises or the Building in violation of the foregoing representation by Landlord regarding Hazardous Materials, shall be reimbursed to Tenant by Landlord within thirty (30) days after a written demand by Tenant supported by reasonable written detail concerning the source and type of Hazardous Materials discovered by Tenant in or about the Premises and the cost of such removal or remediation; provided that Tenant shall first notify Landlord of the presence of such Hazardous Materials and allow Landlord a reasonable period to undertake such removal and remediation at Landlord’s expense prior to Tenant undertaking such removal or remediation. For purposes hereof, the phrase “the best knowledge of Landlord” shall mean the present, actual knowledge of the Property Manager directly employed by Landlord or any of its Affiliates at the Park Place Project. Tenant acknowledges that Landlord has provided Tenant with copies of (i) Environmental Assessment Update, Park Place 0000-0000 Xxxxxxxxx Xxxxx, Irvine, CA prepared by Allwest Environmental, Inc., dated February 9, 2004 and (ii) Phase I Environmental Site Assessment of Park Place II, located at 0000-0000 Xxxxxxxxx Xxxxx, Irvine, CA 92612 prepared by ENSR International, dated July, 2004, which Landlord represents are the most recent environmental studies for the Building Property in Landlord’s possessionsaid date.

Landlord Representations. Landlord represents to Tenant that, to the best knowledge and warrants that as of Landlord, the Building and the Premises will be delivered to Tenant on the Delivery Date in compliance with all Applicable Laws, including all applicable Environmental Laws and the Americans with Disabilities Act of 1990, as such laws are interpreted and enforced on the Delivery Date. Landlord further represents to Tenant that to the best knowledge of Landlord, based on a review of the environmental reports and studies provided to Landlord upon its acquisition of the Park Place Project, no Hazardous Materials currently are located on the Building Property or the Premises in an amount or in a manner that would be materially adverse to Tenant or in violation of applicable Environmental Laws, as such laws are currently interpreted and enforced on the date hereof. Any costs : A. Landlord does not have knowledge of, or expenses incurred by Tenant reason to believe that there are, grounds for the filing of a lien against the Premises; B. Landlord does not have knowledge of any pending or threatened condemnation or similar proceeding affecting the Premises or any portion thereof; C. Landlord does not have knowledge of any legal actions, suits, or other legal or administrative proceedings, pending or threatened against the Premises; D. Except as specified with respect to the removal GEI under Section 4.3 Landlord has granted no leases or remediation of Hazardous Materials located in the Premises or the Building in violation of the foregoing representation by Landlord regarding Hazardous Materialslicense, shall be reimbursed to Tenant by Landlord within thirty (30) days after a written demand by Tenant supported by reasonable written detail concerning the source and type of Hazardous Materials discovered by Tenant in or about nor created any tenancies, affecting the Premises and the cost there are no third parties in possession of such removal or remediation; provided that Tenant shall first notify Landlord any portion of the presence of such Hazardous Materials Premises as trespassers or otherwise; E. The Premises have adequate legal access to abutting public highways, streets and allow roads either directly or through private roads in the Center over which Tenant has vehicular and pedestrian rights pursuant to this Lease; F. Landlord a reasonable period to undertake such removal and remediation at Landlord’s expense prior to Tenant undertaking such removal or remediation. For purposes hereof, the phrase “the best does not have knowledge of Landlord” shall mean any pending or threatened governmental or private proceedings which would impair or result in the presenttermination of access from the Premises to abutting public highways, actual knowledge of streets, and roads or the Property Manager directly employed by Landlord or any of its Affiliates at the Park Place Project. Tenant acknowledges that Center; G. Landlord has provided Tenant with complete copies of all environmental reports, test results and inspections conducted by or at the request of Landlord or that are in Landlord’s possession with respect to the Premises, but Landlord disclaims any warranty, express or implied, as to the accuracy or reliability of such reports; H. There is presently in existence or available adequate water, electrical, and gas utility service and available sewage capacity of 5500 gallons per day for the Premises (the “Sewage Capacity”); I. The Permitted Use does not, and the Building as constructed and after construction in accordance with the Final Plan, will not, contravene applicable building, zoning and land development ordinances and all conditions of applicable zoning, subdivision and land development approvals imposed on the Permitted Use (collectively “Development Approvals”); J. Except for impact fees to be paid by Landlord, Landlord has no knowledge of any pending or deferred special assessments affecting the Premises; K. There are no special taxes or assessments which are currently a lien against the Premises or, to Landlord’s knowledge, proposed; L. No easements burdening the Premises will interfere with the use, maintenance, repair, construction, reconstruction or operation of the Improvements, and all easements necessary for the lawful operation of the Premises, including all access, ingress, support and mechanical easements necessary or incidental thereto, are in full force and effect and are not subject to termination, cancellation or rescission; M. Landlord has received no notice from any Governmental Authority that Landlord has not met, or cannot meet, any requirements for obtaining a certificate of occupancy or any other approval required for the construction or operation of the Premises for the Permitted Use; N. The lease of the Premises and construction of the Improvements under this Lease and the operation of the Improvements by Tenant in the normal course of its business for the Permitted Use will not cause a violation, default or breach of any Development Approval, the Declaration or, to Landlord’s knowledge, any recorded easements, covenants or restrictions affecting title to the Premises; and O. Landlord has beneficial, marketable and insurable (at ordinary rates charged by any reputable title company doing business in the greater Philadelphia area) title to the Premises subject to no encumbrances other than (i) Environmental Assessment Updatebuilding, Park Place 0000-0000 Xxxxxxxxx Xxxxxbuilding line and zoning restrictions, Irvine, CA prepared by Allwest Environmental, Inc., dated February 9, 2004 and (ii) Phase I Environmental Site Assessment of Park Place II, located at 0000-0000 Xxxxxxxxx Xxxxx, Irvine, CA 92612 prepared by ENSR International, dated July, 2004, which Landlord represents are the most recent environmental studies real estate taxes for the Building Property in Landlordthen current year which are not yet due and payable, (iii) utility and other easements which have no material adverse effect on Tenant’s possessionuse and enjoyment of the Premises, (v) any Mortgage (defined herein) subject to a Non-Disturbance Agreement (defined herein) with Tenant, (vi) such other non-monetary covenants, restrictions, easements and agreements of record which have no adverse impact on the use or value of the Premises or Tenant’s Permitted Use thereof, and (vii) and any title exceptions created by Tenant’s actions (“Permitted Exceptions”).