Landlord’s Representations and Covenants. Landlord represents and warrants to County that, to the best of Landlord’s knowledge, the following statements are true and correct and will be true and correct as of the Commencement Date: (a) the Property is not in violation of any Environmental Laws; (b) the Property is not now, nor has it been, used for the manufacture, use, storage, discharge, deposit, transportation or disposal of any Hazardous Material, except for the use of such substances in such limited quantities as are customarily used in offices, which limited use has been and is in compliance with Environmental Laws; (c) the Property does not consist of any landfill or contain any underground storage tanks; (d) the Building does not consist of any asbestos-containing materials or building materials that contain any other Hazardous Material, nor do the Premises or the common areas of the Building contain any lead-based paints; (e) there has been and is no Release of any Hazardous Material in the Building or in, on, under or about the Property; and (f) the Property is not subject to any claim by any governmental regulatory agency or third party related to the Release of any Hazardous Material, and there is no inquiry by any governmental agency (including, without limitation, the California Department of Toxic Substances Control or the Regional Water Quality Control Board) with respect to the presence of Hazardous Material in the Building or in, on, under or about the Property, or the migration of Hazardous Material from or to other real property. Subject to County’s obligations under this Section below, Landlord shall maintain the Property throughout the Term in compliance with all Environmental Laws that could affect the health, safety and welfare of County’s employees or County’s use, occupancy or enjoyment of the Premises for their intended purposes.
Landlord’s Representations and Covenants. Landlord represents and warrants to City that, to the best of Landlord’s knowledge, the following statements are true and correct and will be true and correct as of the Commencement Date (a) the Property is not in violation of any Environmental Laws; (b) the Property is not now, nor has it been, used for the manufacture, use, storage, discharge, deposit, transportation or disposal of any Hazardous Material, except for the use of such substances in such limited quantities as are customarily used in offices, which limited use has been and is in compliance with Environmental Laws; (c) the Property does not consist of any landfill or contain any underground storage tanks; (d) the Building does not consist of any asbestos-containing materials or building materials that contain any other Hazardous Material, nor do the Premises or the common areas of the Building contain any lead-based paints; (e) there has been and is no Release of any Hazardous Material in the Building or in, on, under or about the Property; and
Landlord’s Representations and Covenants. As of the Effective Date of this Lease, Landlord represents, warrants and covenants to the Tenant as follows:
(a) That Landlord has good and marketable fee simple title to the Leased Premises, possesses full power and authority to deal therewith in all respects and no other party has any right or option thereto or in connection therewith;
(b) That Landlord has full right, power and authority to execute this Lease, to make all representations and warranties contained in this Lease, and to fully perform the obligations required to be performed by Landlord pursuant to this Lease.
(c) That there are no pending or, to the knowledge of Landlord, threatened condemnation proceedings or actions affecting the Leased Premises;
(d) That there are no pending or, to the knowledge of Landlord, threatened actions or legal proceedings affecting the Leased Premises or Landlord’s interest therein;
(e) That this Lease and the consummation of the transactions contemplated hereby shall be valid and binding upon Landlord and shall not constitute a default (or an event which with notice or passage of time or both will constitute default) under any contract to which Landlord is a party or by which he is bound; and
Landlord’s Representations and Covenants. Landlord represents and warrants to County that, to the best of Landlord’s knowledge, the following statements are true and correct and will be true and correct as of the Commencement Date: (a) the Property is not in violation of any Environmental Laws; (b) the Property is not now, nor has it been, used for the manufacture, use, storage, discharge, deposit, transportation or disposal of any Hazardous Material, except for the use of such substances in such limited quantities as are customarily used in offices, which limited use has been and is in compliance with Environmental Laws; (c) the Property does not consist of any landfill or contain any underground storage tanks;
Landlord’s Representations and Covenants. Landlord represents and warrants that Landlord has never been, is not currently, and is not the subject of a proceeding that could lead to Landlord becoming, as applicable, a Debarred Entity or Debarred Individual. Landlord further covenants, represents and warrants that if, during the Term, Landlord (or any employee or agent thereof, if Landlord has knowledge of the same) becomes or is the subject of any FDA investigation or debarment proceeding that could lead to Landlord becoming, a Debarred Entity or Debarred Individual, Landlord shall (i) immediately notify Tenant and (ii) promptly re-assign such person so that they are no longer providing services to Tenant.
Landlord’s Representations and Covenants. During the Term and any Renewal Term (as hereafter defined) of the Lease, Landlord warrants, represents and covenants to and with Tenant as follows:
5.3.1 Landlord represents, warrants and covenants that, to the best of its knowledge as of the date of execution and delivery of this Lease, based on the environmental reports and other documents listed in Exhibit J (collectively, the “Environmental Reports”), and except as disclosed in said Environmental Reports, the Land is free of Hazardous Materials in concentrations that would violate Environmental Laws, and is otherwise not in violation of any Environmental Law. Tenant acknowledges (i) that the Project was, prior to Landlord’s acquisition, a naval research center and training facility which included a tank farm and other uses which involved the use or storage of Hazardous Materials, and (ii) that it has had an opportunity to review the Environmental Reports and other materials supplied to Landlord by the United States government (“U.S. Government”) and the County in connection with the conveyance of the Property from the U.S. Government to the County, and thereafter from the County to Landlord.
5.3.2 Landlord (A) shall comply with the Environmental Laws and all other applicable laws, rules and regulations or orders pertaining to health, the environment or Hazardous Materials, in so far as such laws pertain to the ownership and operation of the Project and is not a matter for which Tenant is Responsible hereunder, or the need for such compliance arises due to the acts or omissions of Landlord and Landlord’s Agents, (B) shall not, except as specifically permitted hereby, store, utilize, generate, treat, transport or dispose of (or permit or acquiesce in the storage, utilization, generation, transportation, treatment or disposal of) any Hazardous Materials on or from the Premises, provided the foregoing shall not be construed to make Landlord liable or responsible for any storage, utilization, generation, transportation, treatment or disposal of Hazardous Materials which was caused by Tenant or Tenant’s Agents, except to the extent the same was the result of the affirmative acts or omissions of Landlord or Landlord’s Agents, (C) shall cause Landlord’s Agents to comply with the representations, warranties and covenants herein contained and be responsible for any non-compliance by any such party(ies), (D) agrees that no portion of the Premises will be used by Landlord or Landlord’s Agents as a landfill or a d...
Landlord’s Representations and Covenants. Landlord hereby makes the following representations:
(a) Landlord is a corporation, organized, validly existing and in good standing under the laws of the State of New Jersey and is authorized to transact business as a foreign corporation under the laws of the State of Maryland.
(b) Landlord is the record owner of the Facility, and has the corporate power and authority to execute and deliver this Lease Agreement and the other agreements to be delivered pursuant thereto (collectively, the "Transaction Documents") and to perform its obligations hereunder and thereunder.
(c) The execution and delivery by Landlord of the Transaction Documents and the performance of its obligations thereunder have been duly authorized by all action (corporate or otherwise) that is necessary to authorize Landlord to enter into the Transaction Documents or to perform its obligations thereunder. Each of the Transaction Documents is the legal, valid and binding obligation of Landlord, enforceable against Landlord in accordance with its terms.
(d) None of the Transaction Documents conflicts with, violates or will cause a default under any existing agreements to which Landlord is a party and all consents and approvals necessary for Landlord to enter into each of the Transaction Documents have been obtained.
Landlord’s Representations and Covenants. The Landlord hereby represents, warrants and covenants the following:
(a) As of the Effective Date of this Agreement, there are no adverse or other parties in possession of the Premises or any part thereof, and no party has been granted any license, lease or other right relating to the use or possession of the Premises or any part thereof.
(b) The Landlord has full right and lawful authority to enter into this Lease.
(c) The Landlord is not aware of any boundary, surveyor title questions or disputes with respect to the Premises.
Landlord’s Representations and Covenants. Landlord represents and warrants to Tenant that to Landlord’s knowledge there are no Hazardous Substances in, on or under the Property, Building or Premises in violation of applicable environmental laws, and covenants that no Hazardous Substances have been or will be used in constructing the Premises, the Building or any improvements therein in violation of applicable environmental laws. Landlord agrees to indemnify, defend and hold harmless Tenant, its affiliates, and their respective officers, agents and employees, from and against any and all claims, damages, costs, liabilities and/or expenses, including without limitation, attorneys’ fees resulting from any breach of Landlord’s representations and warranties contained herein, or from the presence of any Hazardous Substances in violation of applicable environmental laws in, on or under the Property, the Building or the Premises unless such Hazardous Substances were brought onto the Property, Building or Premises by Tenant.
Landlord’s Representations and Covenants. (i) Landlord hereby represents and warrants to Tenant that, to the Best of Landlord’s Knowledge (as that term is defined in clause (c) below), as of the Effective Date of this Lease, there is no violation of Environmental Laws affecting the Parcel. Landlord covenants that neither Landlord nor any of the Landlord Parties shall bring or use any Hazardous Materials in or on to the Building or the Parcel or discharge any Hazardous Materials in or on to the Building or the Parcel which are, in either case, in violation of applicable Environmental Laws. Landlord hereby indemnifies and shall defend and hold Tenant, its officers, directors, employees, and agents harmless from any claims arising as a result of any breach by Landlord of its representations, warranties, or covenants under this Section 11.13(f).
(ii) If Hazardous Materials are discovered in, on or under the Parcel which are not in compliance with applicable Environmental Laws or that require reporting, investigation, remediation or other response under Chapter 21E or other Environmental Laws, and which are not the responsibility of Tenant pursuant to this Article XI, then Landlord shall remove or remediate the same, when, if, and in the manner required by applicable Environmental Laws.
(iii) The phrase “to the Best of Landlord’s Knowledge” shall mean the best of the knowledge of Xxx Xxxxxx, Landlord’s Development Manager.
