Common use of Landlord’s Representations and Warranties Clause in Contracts

Landlord’s Representations and Warranties. 23.1 In addition to the other representations and warranties made herein, Landlord hereby represents and warrants to Tenant that as of the date hereof the following representations and warranties are true, correct and complete and that the same will be true, correct and complete on and as of the Commencement Date: (a) Landlord warrants and represents that the execution and delivery of this Lease by the signatory hereto on behalf of Landlord and the performance of this Lease by Landlord have been duly authorized by Landlord and this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. (b) Landlord warrants and represents that it is and shall be the owner of fee simple title to the Land, free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights of way, easements, leases, tenancies, licenses, claims, options, and any other matters which would impair the marketability of title to the Land. (c) Landlord represents and warrants that there are no condemnation or judicial proceedings, administrative actions or examinations, claims or demands of any type which have been instituted or which are pending or threatened against Landlord with respect to the Premises or any part thereof. There are no actions or proceedings pending or to the best of Landlord's knowledge, threatened against Landlord with respect to the Premises before any court or administrative agency which would result in any material adverse change in the condition and operation of the Premises. In the event Landlord receives notification of any of the foregoing prior to Commencement Date, copies of such notice shall be provided to Tenant by Landlord within three (3) days following its receipt thereof, but in no event later than the Commencement Date.

Landlord’s Representations and Warranties. 23.1 In addition to the other representations and warranties made herein, Landlord hereby represents and warrants to Tenant that as of the date hereof the following representations and warranties are true, correct and complete and that the same will be true, correct and complete on and as of the Commencement Date: (a) Landlord has not received any notification from any federal, state, county, or city agency or authority relating to any hazardous substances and/or wastes, toxic and nontoxic pollutants and contaminants including but not limited to , petroleum products and asbestos (collectively "Hazardous Substances") in or near the Building or the Premises. Tenant shall not permit any Hazardous Substances to be brought upon, kept or used in or about the Building or the Premises by such party, its agents, employees, contractors, tenants, subtenants, or licensees, unless such Hazardous Substance is necessary to its business or to the business of its agents, employees, contractors, tenants, subtenants, or licensees, and will be used, kept, and stored in a manner that complies with all applicable federal, state, and local environmental laws. (b) Landlord represents and warrants that Landlord has full capacity, right, power, and represents that the execution authority to execute, deliver, and delivery of perform this Lease by the signatory hereto on behalf of Landlord and the performance of this Lease all documents to be executed by Landlord pursuant hereto, and all required action and approvals therefore have been duly authorized taken and obtained. The individual signing this Lease and all other documents executed pursuant hereto by Landlord and this Lease is are binding upon Landlord and enforceable against Landlord in accordance with its their respective terms. (b) Landlord warrants and represents that it is and shall be the owner of fee simple title to the Land, free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights of way, easements, leases, tenancies, licenses, claims, options, and the transaction contemplated hereby will not result in a breach of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, or other matters agreement to which would impair Landlord or the marketability of title to Building is subject or by which Landlord or the LandBuilding is bound. (c) Landlord Tenant represents and warrants that there are no condemnation or judicial proceedingsTenant has full capacity, administrative actions or examinationsright, claims or demands of any type which power, and authority to execute, deliver, and perform this Lease and all documents to be executed by Tenant pursuant hereto, and all required action and approvals therefore have been instituted or which duly taken and obtained. The individual signing this Lease and all other documents executed pursuant hereto by Tenant are pending or threatened binding upon and enforceable against Landlord Tenant in accordance with respect to their respective terms, and the Premises or any part thereof. There are no actions or proceedings pending or to the best of Landlord's knowledge, threatened against Landlord with respect to the Premises before any court or administrative agency which would transaction contemplated hereby will not result in a breach of, or constitute a default under, any material adverse change in the condition and operation indenture, mortgage, deed of the Premises. In the event Landlord receives notification of any of the foregoing prior trust, loan agreement, or other agreement to Commencement Date, copies of such notice shall be provided to which Tenant is subject or by Landlord within three (3) days following its receipt thereof, but in no event later than the Commencement Datewhich Tenant is bound.

Landlord’s Representations and Warranties. 23.1 In addition to the other representations and warranties made herein, Landlord hereby represents and warrants to Tenant that as of the date hereof the following representations and warranties are true, correct and complete and that the same will be true, correct and complete on and as of the Commencement Date: (a) Landlord warrants and represents that the execution and delivery of this Lease by the signatory hereto on behalf of Landlord and the performance of this Lease by Landlord have been duly authorized by Landlord and this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. (b) Landlord warrants and represents that it is and shall be the owner of fee simple title to the Land, free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights of way, easements, leases, tenancies, licenses, claims, options, and any other matters which would impair the marketability of title to the Land, except the mortgage held by Capital City Bank, securing a loan of approximately $251,000.00, which mortgage shall be released within one (1) week of the date of this Lease. (c) Landlord represents and warrants that there are no condemnation or judicial proceedings, administrative actions or examinations, claims or demands of any type which have been instituted or which are pending or threatened against Landlord with respect to the Premises or any part thereof. There are no actions or proceedings pending or to the best of Landlord's knowledge, threatened against Landlord with respect to the Premises before any court or administrative agency which would result in any material adverse change in the condition and operation of the Premises. In the event Landlord receives notification of any of the foregoing prior to Commencement Date, copies of such notice shall be provided to Tenant by Landlord within three (3) days following its receipt thereof, but in no event later than the Commencement Date.

Landlord’s Representations and Warranties. 23.1 In addition to the other representations and warranties made herein, Landlord hereby represents and warrants to Tenant that as of the date hereof the following representations and warranties are true, correct and complete and that the same will be true, correct and complete on and as of the Commencement Date: (a) Landlord warrants and represents that the execution and delivery of this Lease by the signatory hereto on behalf of Landlord and the performance of this Lease by Landlord have been duly authorized by Landlord and this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. (b) Landlord warrants and represents that it is and shall be the owner of fee simple title to the Land, free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights of way, easements, leases, tenancies, licenses, claims, options, and any other matters which would impair the marketability of title to the Land. (c) A. Landlord represents and warrants that there are no condemnation or judicial proceedingsthat, administrative actions or examinations, claims or demands of any type which have been instituted or which are pending or threatened against Landlord with respect to both on the date the Lease is executed and on the Commencement Date: (i) the Premises or any part thereof. There are no actions or proceedings pending or may be used for the purposes for which it is leased; (ii) to the best of Landlord's knowledgeknowledge the Property is in compliance and will remain in compliance with all applicable federal, threatened against state and local environmental laws, regulations, and ordinances; (iii) the Premises are free and clear from all tenancies, occupancies, claims, or rights to possession of persons other than the rights of Landlord and Tenant under the Lease; (iv) the Property is subject to no orders, notices, violations, and materialmen's and mechanic's liens, filed or entered by any public or quasi-public authority; and (v) the Property is free from complaints or reports of violations, noted or existing in or filed with respect any federal, state, county, or local authority. B. Landlord represents and warrants that it shall maintain the Property in accordance with: (i) all Landlord's representations and warranties herein; and (ii) all laws, regulations, rules, and ordinances, including those pertaining to the Premises before environment, now in existence or subsequently enacted or promulgated during the Term. Landlord further represents and warrants that any court or administrative agency which would result in any material adverse change and all costs for such maintenance of the Property shall, unless otherwise provided for in the condition Lease, be borne solely by Tenant. C. Landlord represents and operation warrants that it will indemnify and hold Tenant harmless from and against any damage, liability, fines, penalties, costs, or losses (hereinafter collectively "Claims") to which Tenant may be subjected as a result of the Premises. In the event Landlord receives notification Landlord's breach of any of its representations or warranties. D. Landlord agrees to manage and operate the foregoing prior to Commencement Date, copies of such notice shall be provided to Tenant by Landlord within three (3) days following its receipt thereof, but Property in no event later than accordance with generally accepted standards for managing and operating-similar properties in the Commencement Datevicinity.

Landlord’s Representations and Warranties. 23.1 In addition to the other representations and warranties made herein, Landlord hereby represents and warrants to Tenant that as of the date hereof the following representations and warranties are true, correct and complete and that the same will be true, correct and complete on and as of the Commencement Date: (a) Landlord warrants and represents that the execution and delivery of this Lease by the signatory hereto on behalf of Landlord and the performance of this Lease by Landlord have been duly authorized by Landlord and this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. (b) Landlord warrants and represents that it is and shall be the owner of fee simple title to the Land, free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights of way, easements, leases, tenancies, licenses, claims, options, and any other matters which would impair the marketability of title to the Land. (c) Landlord represents and warrants that there are no condemnation or judicial proceedings, administrative actions or examinations, claims or demands of any type which have been instituted or which are pending or threatened against Landlord with respect to the Premises or any part thereof. There are no actions or proceedings pending or to the best of Landlord's knowledgeactual knowledge on the date hereof that: (i) on the Commencement Date there are no Hazardous Materials present on the Property or in the soil or ground water which are in violation of Environmental Laws existing on the Commencement Date for which Landlord is required to remediate same; (ii) on the Commencement Date there are no underground storage tanks or asbestos-containing building materials present on the Property in violation of Environmental Laws existing on the Commencement Date which require Landlord's remediation of same; and (iii) on the date hereof Landlord has received no written notice of any action, proceeding or claim which is pending or threatened against Landlord with respect to concerning the Premises before Property's violation of any court or administrative agency which would result in any material adverse change in the condition and operation of the PremisesEnvironmental Laws. In the event If Landlord receives notification of should violate any of the foregoing prior to Commencement Daterepresentations or warranties of Landlord under this paragraph (k), copies of such notice then Tenant's sole remedy shall be provided to require Landlord to correct such violation of Environmental Laws if such correction is required by a governmental agency, and Landlord shall not be liable for any consequential damage to any person, property or business. The above representations and warranties of Landlord under this paragraph (k) shall not apply to any of the Tenant Improvements installed by Landlord within three (3) days following its receipt thereofTenant or Tenant's contractors, but in no event later than any Hazardous Material brought onto the Commencement DateProperty by Tenant or Tenant's contractors, or any violation of any Environmental Laws caused by Tenant or Tenant's contractors.

Landlord’s Representations and Warranties. 23.1 In addition to the other representations and warranties made herein, Landlord hereby represents and warrants to Tenant that as of the date hereof the following representations and warranties are true, correct and complete and that the same will be true, correct and complete on and Effective Date as of the Commencement Datefollows: (ai) Landlord warrants possesses all requisite right, power and represents that the authority to enter into this Lease and perform its obligations hereunder; (ii) Landlord’s execution and delivery of this Lease and performance of its obligations hereunder do not violate any agreements by which Landlord or, to Landlord’s knowledge, the signatory hereto on behalf Property are bound; (iii) As of the Effective Date, Landlord is a party to a valid and binding contract, pursuant to which Landlord has agreed to purchase, and the current owner of the Land has agreed to sell, the Land; (iv) There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Landlord, or, to Landlord’s actual knowledge, the Property, which Landlord in good faith believes could individually or in the aggregate interfere with Tenant’s rights under this Lease or the ability of Landlord to consummate the obligations contemplated by this Lease; and (v) Upon obtaining all applicable zoning approvals and the performance C of this O, Tenant’s use of the Premises for office, conference center, food preparation and all other purposes provided in the Lease by Landlord have been duly authorized by Landlord and this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. (b) Landlord warrants and represents that it is and shall be permitted under all applicable zoning Laws affecting the owner of fee simple title Building and/or the Property, and, to the LandLandlord’s knowledge, free and clear of with all liens, encumbrances, covenants, conditions, restrictionsrestrictions and agreements affecting the Building and/or the Property (subject, rights however, to Permitted Title Exceptions); provided, the foregoing shall not be construed to constitute a representation or warranty that any specific design or configuration of way, easements, leases, tenancies, licenses, claims, options, and any other matters which would impair the marketability of title to the Land. (c) Landlord represents and warrants that there are no condemnation or judicial proceedings, administrative actions or examinations, claims or demands of any type which have been instituted or which are pending or threatened against Landlord with respect to the Premises or proposed by Tenant shall comply with any part thereof. There are no actions or proceedings pending or to the best of Landlord's knowledge, threatened against Landlord with respect to the Premises before any court or administrative agency which would result in any material adverse change in the condition and operation of the Premises. In the event Landlord receives notification of any of the foregoing prior to Commencement Date, copies of such notice shall be provided to Tenant by Landlord within three (3) days following its receipt thereof, but in no event later than the Commencement DateLaws.

Landlord’s Representations and Warranties. 23.1 In addition 60.1 Landlord, in order to the other representations and warranties made hereininduce Tenant to enter into this Lease, Landlord hereby represents and warrants to Tenant that as of the date hereof the following representations and warranties are true, correct and complete and that the same will be true, correct and complete on and as of the Commencement Datethat: (a) Landlord warrants is duly organized and represents that validly existing under the execution laws of the State of Delaware and delivery of has full power and authority to enter into this Lease by the signatory hereto on behalf of Landlord and the performance of this Lease by Landlord have been duly authorized by Landlord and this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms.Lease; (bi) Landlord warrants and represents that it is and shall be the sole fee simple owner of fee simple title the Building and Project, and (ii) to Landlord’s knowledge, none of the CC&R’s prohibits or requires consent to the Land, free and clear exercise of all liens, encumbrances, covenants, conditions, restrictions, any of Tenant’s material rights of way, easements, leases, tenancies, licenses, claims, options, and any other matters which would impair the marketability of title to the Land.under this Lease; (c) To Landlord’s knowledge, Landlord represents and warrants that there are no condemnation is not a party to any agreement or judicial proceedings, administrative actions or examinations, claims or demands litigation the terms of any type which have been instituted could reasonably be expected to adversely affect the ability of Landlord to perform its obligations under this Lease or which are pending would constitute a default on the part of Landlord under this Lease, or threatened against otherwise adversely affect Tenant’s rights or entitlements under this Lease; and (d) Landlord with respect has no actual knowledge that the Building is not zoned to permit the use of the Building and Premises for general office purposes. For purposes of this Lease, “Landlord’s knowledge” shall be deemed to mean and limited to the Premises current actual knowledge of Xxxxxx XxXxxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxx or Xxxxx Xxxxx at the time of execution of this Lease and not any implied, imputed, or constructive knowledge of said individual or of Landlord or any part thereof. There are parties related to or comprising Landlord and without any independent investigation or inquiry having been made or any implied duty to investigate or make any inquiries; it being understood and agreed that such individual shall have no actions personal liability in any manner whatsoever hereunder or proceedings pending or otherwise related to the best of Landlord's knowledge, threatened against Landlord with respect to the Premises before any court or administrative agency which would result in any material adverse change in the condition and operation of the Premises. In the event Landlord receives notification of any of the foregoing prior to Commencement Date, copies of such notice shall be provided to Tenant by Landlord within three (3) days following its receipt thereof, but in no event later than the Commencement Datetransactions contemplated hereby.