Common use of Landlord Warranties Clause in Contracts

Landlord Warranties. Landlord represents and warrants the following to Tenant as of the date hereof and as of the Commencement Date: (a) Landlord is duly organized and validly existing as a limited liability company in the Commonwealth of Massachusetts. Landlord has full power and authority to execute and deliver this Lease, and to carry on its business as presently conducted. (b) Landlord has the complete and unrestricted power to enter into this Lease and perform its obligations hereunder. The Lease when executed and delivered by Landlord, constitutes the valid and legally binding obligation of Landlord, enforceable against Landlord in accordance with its term; subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and (ii) the exercise of judicial discretion in accordance with general principles of equity. (c) Landlord is not a parry to any litigation, proceeding or controversy pending before any court or administrative agency or, to Landlord's knowledge, threatened against Landlord; nor is Landlord in receipt of any inquiry, notice, citation, investigation or complaint from any governmental agency or department, which might materially adversely affect Landlord's ability to enter into and/or perform its obligations under this Lease. (d) Landlord is not a party to, subject to or bound by, any agreement, judgment, order, writ, injunction or decree of any court or Governmental Authority which could prevent the consummation of the transactions contemplated herein. (e) Neither the execution or delivery, nor performance of this Lease or the other agreements contemplated herein in accordance with their respective terms, does, nor will, after the giving of notice; the lapse of time or otherwise, conflict with, result in a breach of, or constitute a default under, the charter of Landlord or to the knowledge of Landlord constitute a default under any contract or other agreement to which Landlord is a party (except those for which consent has been or will be obtained by the Commencement Date) or by which Landlord is bound, or of any federal or state law; statute, ordinance, rule or regulation, or of any court or administrative order or process

Landlord Warranties. Landlord represents and warrants the following to Tenant as of the date hereof and as of the Commencement DateDate the following: (a) Landlord is duly organized and a validly existing as a limited liability company corporation in good standing in the Commonwealth State of MassachusettsMaryland and is qualified to do business in the State of Maryland. Landlord has full power and authority to execute and deliver delivery this Lease, and to carry on its business as presently conducted. (b) Landlord has the complete and unrestricted power to enter into this Lease and perform its obligations hereunder. The Lease when executed and delivered by Landlord, constitutes the valid and legally binding obligation of Landlord, enforceable against Landlord in accordance with its term; subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and (ii) the exercise of judicial discretion in accordance with general principles of equity. (c) To the best information, knowledge and belief of Landlord, there is no deficiency (or defect) in or relating to the Leased Property which adversely effects (or with the passage of time, would adversely effect) the Facility licenses or the certification of the Facility, and all necessary utilities, including without limitation, gas, electricity, telephone, sewer and water have been installed in the Facility and all such utilities are currently in service and adequate for the operation of the Facility. (d) Landlord is not a parry party to any litigation, proceeding or controversy pending before any court or administrative agency or, to Landlord's knowledge, threatened against Landlord; , nor is Landlord in receipt of any inquiry, notice, citation, investigation or complaint from any governmental agency or department, which might materially adversely affect Landlord's ability to enter into and/or perform its obligations under this Lease. (d) , nor does Landlord is not a party to, subject to or bound by, have any agreement, judgment, order, writ, injunction or decree knowledge of any court occurrence or Governmental Authority which could prevent condition that might properly constitute a basis for such litigation, proceeding or controversy or such inquiry, notice, citation, investigation or complaint, as the consummation of the transactions contemplated hereincase may be other than those items listed on EXHIBIT C attached hereto and made a part hereof. (e) Neither the execution or delivery, nor performance of this Lease or the other agreements contemplated herein in accordance with their respective terms, does, nor does or will, after the giving of notice; , the lapse of time or otherwise, conflict with, result in a breach of, or constitute a default under, the charter Charter or bylaws of Landlord or to the knowledge of Landlord constitute a default under any contract Contract or other agreement to which Landlord is a party (except those for which consent has been or will be obtained by the Commencement Date) or by which Landlord is bound, or of any federal or state law; , statute, ordinance, rule or regulation, or of any court or administrative order or process. (f) Landlord is not a party to, subject to or bound by, any agreement, judgment, order, writ, injunction or decree of any court or governmental body which could prevent the consummation of the transactions contemplated herein. To the knowledge of Landlord, no applicable federal, state or local law or ordinance prevents or prohibits the consummation of the transactions contemplated herein or necessitates any filing or the taking of any action by Landlord, other than actions that have been or will be taken prior to the Commencement Date, as contemplated herein. (g) Each of the Contracts are in full force and effect, and, to the information, knowledge and belief of Landlord, no default, or event which with notice or passage of time would constitute a default, has occurred and is continuing thereunder. Landlord has delivered true and correct copies of the Contracts and any amendments thereto to Tenant. (h) Landlord has provided to Tenant accurate information regarding all of the employees of Landlord at the Facility and a schedule of their respective job descriptions, rates of pay, length of employment and a description of their respective employee benefits. There are no accrued pension plan or other benefits for any employees of Landlord at the Facility, nor are there any labor union contracts or collective bargaining agreements at or relating to the Facility. Landlord has not received any notice that a representative petition has been filed by any labor organization with the National Labor Relations Board relating to the employees of the Facility, nor is the administrator of the Facility aware of any union organizing activity at or relating to the Facility. (i) Landlord has not, nor to Landlord's information, knowledge and belief, has any other person ever caused or permitted any Hazardous Materials to be placed, held, located or disposed of on, under or at the Facility and to Landlord's information, knowledge and belief, no real property constituting a portion of the Facility or the Leased Property has ever been used as a dump site or storage site (whether permanent or temporary) for any Hazardous Materials. Landlord has or has contracted for services of third parties to properly dispose of and stored all Hazardous Materials used or handled in the conduct of its business and Landlord has not disposed of, stored, handled or used any Hazardous Materials in any manner which would give rise to or result in any violation of any Legal Requirement. (j) The Facility has all licenses for the operation of a domiciliary care facility. (k) Landlord has filed (or will file) all sales and use tax, provider tax and unemployment tax returns required to be filed by Landlord relating to the Facility for all taxable periods ending on or before the Commencement Date and Landlord has paid (or will timely pay) all such taxes for which Landlord may be statutorily liable. Landlord agrees to file all tax returns required to be filed with respect to its operation of the Facility prior to the Commencement Date and shall pay any and all taxes due as a result thereof.

Landlord Warranties. Landlord represents and warrants the following to Tenant as of the date hereof and as of the Commencement Date: (a) Landlord is duly organized and validly existing as a limited liability company in partnership organized under the Commonwealth laws of Massachusettsthe State of Delaware. Landlord has full power and authority to execute and deliver this Lease, and to carry on its business as presently conducted. (b) Landlord has the complete and unrestricted power to enter into this Lease and perform its obligations hereunder. The Lease when executed and delivered by Landlord, constitutes the valid and legally binding obligation of Landlord, enforceable against Landlord in accordance with its term; subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and (ii) the exercise of judicial discretion in accordance with general principles of equity. (c) Landlord is not a parry party to any litigation, proceeding or controversy pending before any court or administrative agency or, to Landlord's knowledge, threatened against Landlord; , nor is Landlord in receipt of any inquiry, notice, citation, investigation or complaint from any governmental agency or department, which might materially adversely affect Landlord's ability to enter into and/or perform its obligations under this Lease. (d) Landlord is not a party to, subject to or bound by, any agreement, judgment, order, writ, injunction or decree of any court or Governmental Authority which could prevent the consummation of the transactions transactions' contemplated herein. (e) Neither To the execution best of Landlord's knowledge, this lease does not cause the leased property to violate any statutes or deliveryregulations. (f) To the best of Landlord's knowledge, nor performance there are no encumbrances on title adversely limiting Tenant's use of this Lease or the other agreements contemplated herein in accordance with their respective terms, does, nor will, after the giving of notice; the lapse of time or otherwise, conflict with, result in a breach of, or constitute a default under, the charter of Landlord or to the knowledge of Landlord constitute a default under any contract or other agreement to which Landlord is a party (except those for which consent has been or will be obtained by the Commencement Date) or by which Landlord is bound, or of any federal or state law; statute, ordinance, rule or regulation, or of any court or administrative order or processleased property.

Landlord Warranties. Landlord hereby represents and warrants the following to Tenant as of the date hereof and as of the Commencement Datefollows: (a) Landlord is a West Virginia public corporation which is duly organized and validly existing as a limited liability company is in good standing under the Commonwealth laws of Massachusettsthe State of West Virginia. Landlord has full power and authority to execute enter into, deliver and deliver perform this LeaseLease and to consummate the transactions contemplated hereby, and this Lease and all documents to carry on its business as presently conductedbe delivered to Tenant pursuant to this Lease are, or at the time of delivery will be, duly executed and delivered by Landlord and duly authorized by all necessary corporate action, and are the legal, valid and binding obligations of Landlord, enforceable in accordance with their respective terms. (b) Landlord has the complete and unrestricted power to enter into The execution of this Lease and perform its obligations hereunder. The Lease when executed and all documents to be delivered by LandlordLandlord to Tenant in connection herewith, constitutes and the valid and legally binding obligation consummation of the transactions contemplated hereunder will not violate or conflict with or constitute a breach of or default under any provisions of the Bylaws of Landlord, enforceable against any other material agreement to which the Landlord in accordance with its term; subject to (i) applicable bankruptcyis a party, insolvency, reorganization, moratorium and other laws affecting or any law concerning the rights of creditors generally and (ii) the exercise of judicial discretion in accordance with general principles of equityPremises. (c) Landlord is not a parry to aware of any pending or threatened litigation, proceeding or controversy pending before any court or administrative agency orlegal proceeding, to Landlord's knowledgearbitration, threatened against Landlord; nor is Landlord in receipt of any inquiryassessment, notice, citation, governmental investigation or complaint from any governmental agency or department, other proceeding against Landlord which might would materially adversely affect Landlord's its ability to enter into and/or perform its obligations under pursuant to the terms of this Lease. (d) Landlord is not KLM has obtained a party toPhase I environmental site assessment for the Premises performed by GAI Associates, subject to or bound byInc. dated as of June, any agreement1999 (the “Phase I Report”), judgment, order, writ, injunction or decree of any court or Governmental Authority and which could prevent the consummation shall be updated as of the transactions Entry Date, a copy of which will be provided to Tenant. No condition in this Phase I Report shall render the Improvements unfit for the use by the Tenant contemplated hereinin Article VI above. If Tenant does not object to the environmental condition of the Premises or request additional environmental testing in writing within ten (10) days after delivery of this Phase 1 Report, as updated, Tenant shall be deemed to have approved the environmental condition of the Premises. (e) Neither Landlord shall cause all reasonable measures to be taken to contain, remove or remediate any discharge of Regulated Substances at Tenant’s Building or on the execution Premises in compliance with all applicable environmental laws, so long as such discharge was not caused by Tenant or deliveryits directors, nor performance officers, employees, contractors, subcontractors, agents, invitees or other representatives. (f) As of the Rent Commencement Date, Landlord shall own fee simple title to the Premises, and the Premises shall not be subject to any lien, deed of trust, mortgage, purchase option, right of first refusal or other similar encumbering instrument which has the potential to extinguish Tenant’s leasehold interest under this Lease Lease, except to the extent of the Declarations. Landlord shall put Tenant in complete and exclusive possession of the Premises as of the Rent Commencement Date. (g) Landlord shall provide Tenant with copies of Landlord’s title insurance policy dated as of February 25, 1999, for those portions of the Premises previously owned by the Landlord, and with a copy of the Landlord’s title insurance commitment for those portions of the Premises being purchased from WSC not less than fifteen (15) days prior to closing on the acquisition of the WSC property, together with copies of the documents referred to therein as exceptions to the title of the Premises. If Tenant has not objected to any exception to the title of the real property contained therein within ten (10) days after its receipt of such title information, then Tenant shall be deemed to have approved the condition of title to the Premises. Irrespective of the representations, warranties and obligations of Landlord contained herein, Tenant may not object to matters affecting title to the Premises which are disclosed in such title information and not raised by the Tenant as objections to title as permitted herein. (h) Tenant shall be the third-party beneficiary or Landlord’s assignee of any and all warranties received from the other agreements contemplated herein KLM for the materials and equipment used in the construction of the Improvements to the extent provided by paragraph 4 of the Purchase Agreement. In particular, the roof for the Improvements shall have a twenty (20) year limited warranty from the manufacturer as assigned by KLM. (i) Pursuant to the terms of the Purchase Agreement, Tenant has the right to approve the plans and specifications for the Improvements (the “Details”) and the construction schedule for the Improvements (the “Construction Schedule”). Upon the approval of the Details and Construction Schedule, KLM is required pursuant to paragraph 1.d of the Purchase Agreement to promptly proceed with the construction of the Improvements in a good and workmanlike manner and to prosecute such construction to completion with due diligence and in accordance with their respective termsthe Details and all applicable laws, doesordinances, nor willrules, after regulations, orders and requirements of all governmental authorities having jurisdiction over the giving Improvements and the Premises. (j) Pursuant to the terms of notice; the lapse Purchase Agreement, Landlord has required KLM not to create any liens or encumbrances whatsoever upon the Premises or the Improvements without the prior written consent of time the Landlord, except for a leasehold deed of trust lien or otherwisesecurity agreement granted by KLM solely to finance construction of the Improvements in an amount that shall not exceed the fair market value of the Improvements, conflict withas completed. As of the Rent Commencement Date, result in a breach ofLandlord shall provide the Improvements and the Premises to Tenant free from all mechanic’s, laborer’s and materialman’s liens, or constitute a default underwith any remaining liens properly bonded pursuant to West Virginia law. (k) At its own risk and expense, Tenant shall have the right to cause its contractors to enter upon the Premises as of the Entry Date to install the trade fixtures of the Tenant in the Improvements, and as of the Entry Date, the charter Tenant’s contractors shall have all reasonable rights of Landlord or access to the knowledge Improvements necessary to perform the installation work for these trade fixtures; provided, however, that the installation of these trade fixtures by Tenant’s contractors shall not unreasonably interfere with the completion of the construction of the Improvements on the Premises and the surfacing of the parking areas for the Improvements by KLM. Prior to the Entry Date, Tenant shall provide Landlord constitute a default with written evidence that Landlord and KLM are named as additional insureds on liability insurance to be maintained by Tenant at its own expense with such coverages, limits of liability, term and carriers as are provided in Article XV above. In addition, Tenant shall provide satisfactory evidence to the Landlord that Tenant’s contractors have registered with the West Virginia Workers’ Compensation Fund and have provided all workers’ compensation coverage as required by West Virginia law. (l) On the Entry Date, the Premises shall be connected to the electric and gas utilities serving the municipality in which the Premises are located, and to the water and sewer systems of such municipality. Landlord shall not take or permit any person claiming under Landlord to take any contract action which shall interrupt or other agreement interfere with any electric, gas, water or sewage service to which Landlord is a party (except those for which consent has been or will be obtained by the Commencement Date) or by which Landlord is bound, or of any federal or state law; statute, ordinance, rule or regulation, or of any court or administrative order or processPremises.