Landlord’s Representations. Tenant acknowledges that neither Landlord nor any of its agents made any representations or warranties respecting the Property, the Building or the Leased Premises, upon which Tenant relied in entering into the Lease, which are not expressly set forth in this Lease. Tenant further acknowledges that neither Landlord nor any of its agents made any representations as to (i) whether the Leased Premises may be used for Tenant's intended use under existing Law, or (ii) the suitability of the Leased Premises for the conduct of Tenant's business, or (iii) the exact square footage of the Leased Premises, and that Tenant relies solely upon its own investigations with respect to such matters. Tenant expressly waives any and all claims for damage by reason of any statement, representation, warranty, promise or other agreement of Landlord or Landlord's agent(s), if any, not contained in this Lease or in any Exhibit attached hereto.
Landlord’s Representations. Neither Landlord nor Landlord's agents or brokers have made any representations or promises with respect to the Premises, the Building, the Parking Facilities, the Land, or any other portions of the Project except as herein expressly set forth and all reliance with respect to any representations or promises is based solely on those contained herein. No rights, easements, or licenses are acquired by Tenant under this Lease by implication or otherwise except as, and unless, expressly set forth in this Lease.
Landlord’s Representations. Landlord hereby represents and warrants to Tenant as of the Effective Date that: Landlord represents, warrants, and covenants that it is the fee owner of and has good, lawful and marketable title to the Property free of any liens, encumbrances, restrictions or covenants which may impact Tenant’s proposed occupancy. Landlord shall deliver to Tenant copies of any title policies, deeds, orders of taking or other instruments evidencing the fact of Landlord’s fee ownership of the Property. In the event that any encumbrance, easement, restriction, covenant or similar instrument is found to impact, prohibit or adversely affect Tenant’s ability to install, maintain or operate the Solar Facility, or interferes with insolation to the Solar Facility, Landlord shall make all commercially reasonable efforts to discharge, modify, amend or subordinate any such instrument so that Tenant’s rights hereunder are not adversely impacted. There are no outstanding written or oral leases, purchase or sale agreements or other agreements or restrictions encumbering, or in any way affecting the Property, the Leased Premises or the rights granted to Tenant hereunder, and no person or entity has any right with respect to the Property, whether by option to purchase, contract or otherwise, that would prevent or interfere with any of Tenant's rights under this Agreement. The execution of this Agreement will not constitute a violation of nor be in conflict with nor constitute a default under any term or provision of any agreement or instrument to which Landlord is a party or by which the Property or any part thereof is bound. Landlord has no knowledge of any pending or threatened proceedings in eminent domain, or for a sale in lieu thereof, affecting the Property or any portion thereof, or of any plans for a possible widening of the streets abutting the Property. The Property is in compliance with all Applicable Legal Requirements including all Environmental Laws. Landlord is unaware of any site conditions that would materially increase the cost of installing the Solar Facility at the Leased Premises or that would materially adversely affect the ability of the Solar Facility as designed to produce Energy once installed. Landlord has not received written notice from any governmental authority or of any actual or potential violation of or liability under any Environmental Laws with respect to the Property. To the best of Landlord's knowledge, there are no Hazardous Materials present on, in ...
Landlord’s Representations. Landlord hereby represents and warrants to Tenant as follows:
(a) Landlord is a limited partnership duly organized and validly existing and in good standing under the laws of the State of Delaware. Landlord has all requisite power and authority under the laws of the State of Delaware and its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
(b) Landlord has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery hereof, this Agreement shall constitute the valid and binding agreement of Landlord.
Landlord’s Representations. At the time of lease signing, the Premises shall be properly zoned for the Tenant’s stated use as stated in Section XI and will be in compliance with all applicable state and federal laws and regulations. The Premises shall not have been used for the storage or disposal of any toxic or hazardous substances, and the Landlord has received no notice from any governmental authority concerning removal of any toxic or hazardous substances from the property.
Landlord’s Representations. Landlord represents that:
A. At the beginning of the lease term, the premises will be properly zoned for Tenant's stated use and will be in compliance with all applicable laws and regulations.
B. The premises have not been used for the storage or disposal of any toxic or hazardous substance and Landlord has received no notice from any governmental authority concerning removal of any toxic or hazardous substance from the property.
Landlord’s Representations. As an inducement to Tenant to enter into this Lease Agreement, Landlord represents and warrants to Tenant, as of the Effective Date, as follows:
(a) Landlord is a local government corporation duly formed and validly under the Constitution of the State of Texas, with all necessary power and authority to enter into this Lease Agreement and to consummate the transactions herein contemplated; and
(b) Neither the execution and delivery of this Lease Agreement by Landlord nor the performance by Landlord of its obligations hereunder will (i) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge or other restriction of any Governmental Authority or court to which Landlord is subject, or any provision of the articles of incorporation or by laws of Landlord or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other agreement to which Landlord is a party or by which Landlord or its assets are bound; and
(c) All proceedings required to be taken by or on behalf of Landlord authorize Landlord to execute and deliver this Lease Agreement to perform the covenants, obligations and agreements of Landlord hereunder have been duly taken. No consent to the execution and delivery of this Lease Agreement or the performance by Landlord of its covenants, obligations and agreements hereunder is required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority or other person, other than any such consent which already has been given;
(d) This Lease Agreement constitutes the valid and legally binding obligation Landlord, enforceable in accordance with its terms and conditions, except as such enforcement maybe limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect, affecting the enforcement of creditors' rights generally and by general principles of equity whether applied in a proceeding at law or in equity; and
(e) To Landlord's actual knowledge, there is no action, suit, claim, proceeding or investigation pending or currently threatened against Landlord that questions the validit...
Landlord’s Representations. Notwithstanding anything in this Lease to the contrary, Landlord represents and warrants to Tenant that as of the date hereof, it is the sole owner in fee simple of the Premises, that no mortgages, deeds of trusts or liens presently encumber Landlord's title to the Premises; that no encumbrance shall prohibit or impede the use of the Premises as contemplated herein or create any financial obligation on the part of Tenant; that Landlord has the full right, power and authority to enter into this Lease and make the agreements contained herein on its part to be performed; that the execution, delivery and performance of this Lease has been duly authorized by Landlord and no other authorization or approval of any third party or authority is required; that the making of this Lease and the performance thereof will not violate the terms or provisions of any mortgage, lease or other agreement to which Landlord is a party or under which Landlord is otherwise bound, or which restricts Landlord in any way with respect to the use or disposition of the Premises; that to its knowledge the Premises are presently in compliance with any and all applicable laws, ordinances, regulations and rules, including without limitation any laws pertaining to Hazardous Materials or environmental matters except for any non-compliance disclosed in the following materials delivered to Xxxxx & Xxxxxxx, L.L.P. by Conservtech under correspondence dated June 28, 2001: (a) Conservtech report titled, "Certification of Closure of Hazardous Materials Activities," 13 June 1995 (excluding attachments), (b) Conservtech letter to Square-X Xxxxxx on the environmental condition of the property, dated 21 August 2000, and (c) Certificate-of-Closure letter on the property issued by the City of Xxxxxx on 12 June 2000, and that the Premises presently served by full legal access to one or more dedicated public rights-of-way. Landlord shall indemnify and hold Tenant harmless from all claims and liability, including reasonable attorneys' fees and related costs and expenses (including, but not limited to, response costs), arising out of Landlord's or its agents, employees or contractor's gross negligence or intentional malfeasance or due to the breach of any representation made by Landlord under this Lease.
Landlord’s Representations. Landlord represents and warrants that, to its actual knowledge based solely upon and except as disclosed in the Environmental Report for the Land dated September 9, 1993, and its control of the Land since September 9, 1993 (a) as of the date of execution of this Lease, there are no and, (b) prior to Tenant's occupancy, there will be no Hazardous Substances on, under or about the Land.
Landlord’s Representations. Landlord represents and warrants to Tenant as of the Effective Date as follows:
23.1.1 Landlord owns fee simple title to the Leased Property other than Properties which are subject to Ground Leases, and Landlord is the sole lessee under the Ground Leases.
23.1.2 Landlord is duly organized, validly existing and in good standing under the laws of its state of formation, is qualified to do business and in good standing in the State in which each Property is located (to the extent Landlord is required to be so by applicable Legal Requirements) and has full power, authority and legal right to execute and deliver and to perform and observe the provisions of this Agreement to be observed and/or performed by Landlord.
23.1.3 This Agreement has been duly authorized, executed and delivered by Landlord and constitutes and will constitute the valid and binding obligations of Landlord enforceable against Landlord in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, creditors’ rights laws and/or general principles of equity.
23.1.4 The execution and delivery of this Agreement and compliance with the provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirements applicable to Landlord now in effect, (B) the organizational or charter documents of Landlord, (C) any judgment, order or decree of any Government Agency binding upon Landlord or (D) any material agreement or instrument to which Landlord is a counterparty or by which it is bound or (ii) the acceleration of any material obligation of Landlord.
