Common use of Landlord’s Representations Clause in Contracts

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 validity of this Lease Agreement, the transactions contemplated herein or that could either individually or in the aggregate have a material adverse effect on the assets, conditions, affairs, or prospects of Landlord financially or otherwise.

Landlord’s Representations. As an inducement to Tenant to enter into this Lease Agreement, Landlord represents and warrants to Tenant, Tenant that as of the Effective Commencement Date, as follows: (a) 11.1.1 Landlord is a local government corporation duly formed represents and validly under warrants to Tenant it owns the Constitution of Property in fee simple and has the State of Texas, with all necessary power and authority to enter into this Lease Agreement and perform all obligations and agreements incidental or pertinent to consummate the transactions herein contemplated; andthis Lease. (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 11.1.2 Landlord is a party or by which California limited liability company duly organized, validly 11.1.3 Landlord or its assets are bound; and (c) All proceedings required to be taken by or on behalf of Landlord authorize Landlord has full power and authority to execute and deliver this Lease Agreement Lease, and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Lease, and to perform and observe the covenantsterms and provisions of all of the above. 11.1.4 This Lease, and all other documents or instruments which have been executed and delivered pursuant to or in connection with this Lease constitute or, if not yet executed or delivered, will when so executed and delivered constitute, legal, valid and binding 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 against it in accordance with its terms and conditionstheir respective terms, except as such enforcement maybe limited by subject to application of laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect, affecting the enforcement generally of creditors' ’ rights generally and by general principles remedies. 11.1.5 Landlord is not in default under any law or regulation or under any order of equity whether applied in a proceeding any federal, state, or local court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of Landlord, threatened against or affecting Landlord or the Property, at law or in equity; and (e) To Landlord's actual knowledge, there is no actionbefore or by any federal, suit, claim, proceeding or investigation pending or currently threatened against Landlord that questions the validity of this Lease Agreement, the transactions contemplated herein or that could either individually or in the aggregate have a material adverse effect on the assets, conditions, affairsstate, or prospects of Landlord financially local court, board, commission or otherwiseagency whatsoever which might, if determined adversely to Landlord, materially affect Landlord’s ability to perform its obligations hereunder.

Landlord’s Representations. As an inducement to Tenant to enter into this Lease AgreementLandlord hereby represents, Landlord represents warrants and warrants to Tenantcovenants, as of the Effective DateCommencement Date and throughout the Term, as followsthat: (a) Landlord is not a local government corporation duly formed and validly party to any agreement or litigation which could adversely affect the ability of Landlord to perform its obligations under the Constitution of the State of Texas, with all necessary power and authority to enter into this Lease Agreement and to consummate or which would constitute a default on the transactions herein contemplated; andpart of Landlord under this Lease, or otherwise adversely affect Tenant’s rights or entitlements under this Lease; (b) Neither The Demised Premises are zoned to permit the execution and delivery use permitted under Section 2 of this Lease Agreement (provided that the parties acknowledge and agree that if at any time during the Term, the zoning use applicable to the Demised Premises should be changed in such a manner as to require Tenant to cease operating at the Premises or to preclude the use and operation of Tenant’s business at the Demised Premises, then Tenant may, in addition to all other rights and remedies, terminate this Lease by giving Landlord nor the performance by Landlord of its obligations hereunder will thirty (i30) 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 days written 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; andthereof); (c) All proceedings required to be taken by or on behalf Landlord is the sole fee simple owner of Landlord authorize Landlord to execute the Demised Premises and deliver this Lease Agreement to perform the covenants, obligations has good 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 givenmarketable title thereto; (d) This Lease Agreement constitutes the valid Landlord has no information or knowledge of any change contemplated in any applicable statutes, laws, ordinances, rules and legally binding obligation Landlordregulations, enforceable in accordance with its terms and conditionsmoratoriums, except as such enforcement maybe limited road widening, or any action 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 equityadjacent landowners; and (e) To Landlord's There is actual knowledgeand legal access to the Demised Premises by public rights of way, there streets and roads located adjacent to the Demised Premises and Landlord has no knowledge of any threatened or actual condemnation proceedings affecting such access (provided that the parties acknowledge and agree that if access to the Demised Premises or the parcel upon which the Demised Premises is no actionsituated is eliminated or materially altered in such manner that access to or from the Demised Premises is materially diminished, suitthen, claimin any such event, proceeding or investigation pending or currently threatened against Landlord that questions Tenant shall have the validity of option to terminate this Lease Agreementat any time after the date of any such occurrence by giving written notice of such election to terminate to Landlord; provided, however, that the transactions contemplated herein or that could either individually or in termination shall not be effective if, prior to such date of termination, Landlord shall cause the aggregate have a material adverse effect on loss of access giving rise to Tenant’s right of termination to be adequately and permanently remedied to the assets, conditions, affairs, or prospects reasonable satisfaction of Landlord financially or otherwiseTenant).

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 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 ’s actual knowledge, there is no action, suit, claim, proceeding or investigation pending or currently threatened against Landlord that questions the validity of this Lease Agreement, the transactions contemplated herein or that could either individually or in the aggregate have a material adverse effect on the assets, conditions, affairs, or prospects of Landlord financially or otherwise.

Landlord’s Representations. As an inducement Landlord warrants and represents to Tenant as follows: (i) Landlord and the party executing on behalf of Landlord are fully and properly authorized to execute and enter into this Lease Agreement, on behalf of Landlord represents and warrants to deliver the same to Tenant; (ii) the execution, as of the Effective Date, as follows: (a) Landlord is a local government corporation duly formed delivery 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 full performance of this Lease Agreement by Landlord nor the performance by Landlord do not and shall not constitute a violation of its obligations hereunder will (i) violate any statutecontract, regulationagreement, ruleundertaking, judgmentjudgement, orderlaw, decree, stipulation, injunction, charge governmental or court order 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 kind to which Landlord is a party or by which Landlord or its assets are may be bound; and (ciii) All proceedings required Landlord has executed this Lease free from fraud, undue influence, duress, coercion or other defenses to be taken by or the execution of this Lease; (iv) this Lease constitutes a valid and binding obligation of Landlord, enforceable against Landlord in accordance with its terms; (v) each individual executing this Lease on behalf of Landlord authorize is legally competent, has attained the age of majority and has full capacity to enter into this Lease; (vi) if Landlord is a corporation, a partnership or a limited liability company: (a) Landlord is duly organized, validly existing and in good standing under the laws of the state of its organization and has full power and authority to execute and deliver enter into this Lease, to perform its obligations under this Lease Agreement in accordance with its terms, and to perform the covenants, obligations and agreements of Landlord hereunder have been duly taken. No consent to transact business in Pennsylvania; (b) the execution and delivery of this Lease Agreement by the individual or individuals executing it on behalf of Landlord, and the performance by Landlord of its covenantsobligations under this Lease, obligations have been duly authorized and agreements hereunder is required from any partnerapproved by all necessary corporate, board of directors, shareholder, creditor, investor, judicial, legislative partnership 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 liability company action, suitas the case may be; and (c) the execution, claim, proceeding or investigation pending or currently threatened against Landlord that questions the validity delivery and performance of this Lease Agreementby Landlord is not in conflict with Landlord's bylaws or articles of incorporation, agreement of partnership, limited liability company operating agreement or certificate of formation or other organization documents or charters, agreements, rules or regulations governing Landlord's business as any of the transactions contemplated herein foregoing may have been supplemented, modified, amended, or that could either individually or altered in any manner; and (vii) Landlord possesses good marketable fee title to the Building. Nevertheless, in the aggregate event of any breach by Landlord with respect to any of the foregoing representations and warranties, Landlord shall have a material adverse effect on no liability to Tenant therefor, and no default by Landlord shall be deemed to have occurred, and no right or remedy shall be enforceable by Tenant, unless such breach or misrepresentation directly, materially, and adversely affects Tenant's use and enjoyment of the assets, conditions, affairs, or prospects of Landlord financially or otherwiseDemised Premises pursuant to this Lease.

Landlord’s Representations. As an inducement to Tenant to enter into this Lease Agreement, Landlord hereby represents and warrants to Tenant, as of the Effective Date, as follows: Tenant that (a) Landlord owns fee simple title to the real property and improvements upon which the Premises are located and is a local government corporation duly formed and validly under the Constitution sole owner of all of the State rights, duties, and obligations of TexasLandlord under and pursuant to the Lease, with all necessary (b) Landlord has the full right, legal power and actual authority to enter into this Lease Termination Agreement and to consummate terminate the transactions herein contemplated; and Lease as provided herein, (bc) Neither no real estate broker claiming by, through or under Landlord is entitled to any commission or other compensation from Tenant in connection with this Termination Agreement, (d) the person executing this Termination Agreement on behalf of Landlord has the full requisite right, legal power and actual authority to validly execute and deliver this Termination Agreement on behalf of Landlord and bind Landlord to the terms and conditions hereof without the joinder of any other party being required, (e) no other person or entity, by assignment, subrogation, or otherwise, has or retains any right, title, or interest in and to any respective claims, demands, damages, actions, causes of action, costs, expenses, or liabilities relating to the Lease, and (f) every lender of Landlord holding a lien against the Premises has agreed to and approved the Landlord’s execution and delivery of this Lease Agreement Termination Agreement, if required 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 terms of the articles applicable loan documents. The representations and warranties set forth in this Paragraph 6 shall survive the termination of incorporation the Lease, and Landlord will indemnify, defend and hold Tenant harmless from all liability, expenses, damages or by laws of Landlord or (ii) conflict withcosts, result in a breach ofincluding, constitute a default underwithout limitation, result in the acceleration ofreasonable attorneys’ fees, 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 arising from any partner, board inaccuracy or breach 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 ’s representations 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 validity of this Lease Agreement, the transactions contemplated herein or that could either individually or in the aggregate have a material adverse effect on the assets, conditions, affairs, or prospects of Landlord financially or otherwiseParagraph 6.