Common use of Landlord’s Representations Clause in Contracts

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. Notwithstanding anything Landlord, in order to induce Tenant to enter into this Lease to the contraryLease, Landlord represents and warrants to Tenant that hereby represents: (a) That, as of the date hereof, it is the sole owner in fee simple Effective Date and again as of the PremisesDelivery Date, that Landlord, to its current actual knowledge, is not aware of the presence of any Hazardous Substance (including without limitation asbestos material) on, under or above the Shopping Center except as reflected in the Fiesta Mart's Asbestos Inspection prepared by Analytical Labs Environmental Service Company, Inc. ("Report"), a copy of which has been made available to Tenant. (b) Except as set forth in the Report, that, as of the Effective Date and again as of the Delivery Date, Landlord has not received any notice with respect to, and has no mortgagescurrent actual knowledge of, deeds any facts which would constitute violations of trusts or liens presently encumber Landlord's title any Environmental Laws relating to the Premises; that no encumbrance shall prohibit use, ownership or impede the use occupancy of the Premises Shopping Center. (c) Except as contemplated herein or create any financial obligation on set forth in the part Report, that, as of Tenant; that the Effective Date and again as of the Delivery Date, Landlord has not engaged in the generation, storage, treatment, recycling, transportation or disposal of any Hazardous Substances on, under or above the Shopping Center (any such activity is referred to herein as a "Regulated Activity") except in compliance with all applicable Environmental Laws, and no Regulated Activity engaged in by Landlord has occurred on, under or above the Shopping Center, except in compliance with applicable Environmental Laws. (d) That Landlord is duly organized and validly existing under the laws of the State of Texas and has full right, power and authority to enter into this Lease. (e) That Landlord is not a party to any agreement or litigation which could adversely affect the ability of Landlord to perform its obligations under this Lease or which would constitute a default on the part of Landlord under this Lease, or otherwise adversely affect Tenant's rights or entitlements under this Lease. (f) That Landlord is the sole fee simple owner of the Shopping Center and make has good and indefeasible title thereto. Landlord is not a party to any lease, contract or agreement which restricts the agreements contained herein on its part use of the Demised Premises by Tenant as it relates to be performed; that the Permitted Use. (g) That, to Landlord's knowledge, the execution, delivery and performance of this Lease has been duly authorized by Landlord and no other authorization will not conflict with, be inconsistent with, or approval result in any breach or default of any third party or authority is required; that of the making of this Lease and the performance thereof will not violate the terms terms, covenants, conditions or provisions of any indenture, mortgage, lease deed of trust, instrument, document, agreement or other agreement contract of any kind or nature to which Landlord is a party or under by which Landlord is otherwise or the Demised Premises may be bound. (h) That any construction activities being conducted by, through or which restricts under Landlord shall be performed in any way with respect to a manner having as little adverse effect as possible (under the circumstances) on Tenant's use or disposition of the Premises; that Demised Premises and in particular, Landlord shall use its best efforts to its knowledge avoid using the Premises are presently parking areas directly 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 front of the property, dated 21 August 2000, and (c) Certificate-of-Closure letter on Demised Premises as a staging area for trucks or equipment or the property issued by the City storage of Xxxxxx on 12 June 2000, and that the Premises presently served by full legal access materials as it relates 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 Leasesuch activities.

Landlord’s Representations. Notwithstanding anything any other provisions in this Lease to Lease, the contrary, Landlord represents and warrants to Tenant that as of the date hereof, it is on which the sole owner in fee simple Tenant takes possession of the Premiseslands outlined in red on the Site Plan, that no mortgages, deeds of trusts or liens presently encumber Landlord's title to the Premises; that best of its knowledge, there are no encumbrance shall prohibit Hazardous Substances or impede other adverse environmental conditions at, on, below, or within the use Development. If any Hazardous Substances are discharged or otherwise released into the natural environment causing any adverse environmental effect or if any adverse environmental conditions or Hazardous Substances which may be considered to be dangerous to the health of any person are at any time during the Term or any renewal thereof found at, on, below, or within the Development or if any condition exists at, on, below or within the Development which may result in the Tenant or the Landlord being in breach of its obligations under the applicable occupational health and safety legislation or other Applicable Laws other than as a result of (i) the acts of the Tenant, or those for whom the Tenant may in law be responsible, or (ii) the installation of any improvements in the Leased Premises by or on behalf of the Tenant, the Landlord shall as contemplated herein soon as reasonably possible at no cost to the Tenant correct 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 cause to be performed; corrected such condition in order that the executionTenant and Landlord shall be in compliance with the provisions of the Applicable Laws, delivery and performance of this Lease has been duly authorized shall remove or take such investigatory, remedial or clean-up action respecting such Hazardous Substances or other adverse environmental condition as may be required by Applicable Laws and governmental authorities. The Landlord and no other authorization the Tenant acknowledge and agree that the Tenant shall assume all liability and responsibility for any environmental or approval health and safety liabilit ies (whether accrued, actual, contingent or otherwise) including, without limitation, any liabilities pertaining to remediation work or correction of any third party condition arising out of 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 connected to the use existence of Hazardous Substances or disposition of other adverse environmental condition at, on, below or within the Premises; that to its knowledge Development from the Premises are presently Commencement Date onwards which the Tenant, or those for whom the Tenant may in compliance with law be responsible did not cause or permit, and the Tenant shall remain at all times responsible for any such liabilities. The Tenant shall indemnify and save harmless the Landlord from and against any and all applicable lawsenvironmental and health and safety liabilit ies (whether accrued, ordinancesactual, regulations and rules, including without limitation any laws pertaining to Hazardous Materials contingent 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 attachmentsotherwise), (b) Conservtech letter to Square-X Xxxxxx on the environmental condition of the propertylosses damages, dated 21 August 2000claims, 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 directly or its agents, employees indirectly suffered by the Tenant and/or Landlord resulting from or contractor's gross negligence in any way connected to remediation work or intentional malfeasance or due to the breach correction of any representation made by Landlord under this Leaseadverse environmental condition at, on, below or within the Development from the Commencement Date onwards and which the Tenant, or those for whom it is responsible at law, did not cause or permit.

Landlord’s Representations. Notwithstanding anything Landlord, in order to induce Tenant to enter -------------------------- into this Lease, hereby represents, throughout the Lease Term: (a) To the best of Landlord's knowledge, there are no Hazardous Materials (including without limitation, asbestos containing material) on, under, above or about the Shopping Center or the Premises except as set forth in Environmental Report, as hereinafter defined. (b) That Landlord has not received any notice with respect to, and has no knowledge of, any facts which would constitute violations of any Environmental Laws, as hereinafter defined, relating to the contraryuse, Landlord represents and warrants to Tenant that as ownership or occupancy of the date hereof, it is the sole owner in fee simple of Shopping Center or the Premises, that no mortgages, deeds of trusts or liens presently encumber Landlord's title to except as set forth in. (c) That Landlord is duly organized and validly existing under the Premises; that no encumbrance shall prohibit or impede the use laws of the Premises as contemplated herein or create any financial obligation on the part of Tenant; that Landlord Applicable State and has the full right, power and authority to enter into this Lease and make Lease. (d) To the agreements contained herein on best of Landlord's knowledge, that Landlord is not a party to any agreement or litigation which could adversely affect the ability of Landlord to perform its part to be performed; that the execution, delivery and performance of obligations under this Lease has been duly authorized by or which would constitute a default on the part of Landlord and no other authorization or approval of any third party or authority is required; that the making of under 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 boundLease, or which restricts Landlord in any way with respect to the use otherwise adversely affect Tenant's rights or disposition entitlements under this Lease. (e) That as of the Premises; that to its knowledge date hereof and as of the Lease Commencement Date, the Premises are presently not and shall not be subject to any leases, subleases, tenancies, agreements, liens, encumbrances, restrictions, or violations of laws, ordinances and regulations which will prevent Tenant from conducting its business for the Permitted Use. (f) That any construction activities being conducted by, through or under Landlord shall be performed in compliance a manner having as little adverse effect as possible (under the circumstances) on Tenant's operations in the Premises, and in no event shall any portion of the No-Build Area be used for the staging of trucks or equipment or the storage of materials, nor shall access to the Premises be adversely affected. Landlord shall notify Tenant in writing at least five (5) days prior (unless due to an emergency in which case no notice shall be required) to the commencement of any reconstruction, repairing or repaving of the Common Areas and/or any restriction or closure of any access roads or entrances to the Shopping Center. If such reconstruction, repairing, repaving, restriction, and/or closure substantially and materially impedes or interferes with normal access to the Premises in a manner which materially interferes with Tenant's business therein, and such condition continues in excess of two (2) days after notice to Landlord from Tenant, then until such work no longer substantially impedes or interferes with normal access to the Premises, Based Rent and Additional Rent shall be equitably abated during the period subsequent to such two (2) day period until such condition ceases, without waiver of Tenant's other rights or remedies under this Lease or at law. (g) That during the Term of this Lease, Landlord will provide those sidewalks, driveways, service drives, roadways and entrances for automotive and pedestrian ingress and egress to and from the Common Areas and the adjoining public streets and highways to the Premises in the number and in the locations depicted on the Site Plan, subject to changes required by law. (h) That Landlord has no information or knowledge of any and all change contemplated in any applicable statutes, laws, ordinances, regulations rules and rulesregulations, including or any action by adjacent landowners, or natural or artificial conditions on the Premises that would prevent, limit, impede, or render more costly Tenant's Work. (i) That all statements made here are true and correct, and the information provided and to be provided by Landlord to Tenant relating to this Lease does not and will not contain any statement that, at the time and in the light of circumstances under which it is made, is false or misleading with respect to any fact, or omits to state any fact (which is known, or in the exercise of reasonable diligence by Landlord, should have been known) necessary in order to avoid making any statement contained in this section false or misleading in any respect. (j) That, as of the date hereof, to the best of Landlord's knowledge, all access roads within and to the Shopping Center shown on the Site Plan afford actual and legal access to the public rights of way of the streets and roads depicted on the Site Plan, cannot be closed, diminished, removed or altered except by condemnation or other legal proceedings and that Landlord has no knowledge of any threatened or actual condemnation proceedings affecting such access or roadways. (k) That there are no additional leasehold charges or occupancy costs which would be payable by Tenant to Landlord other than which has been identified in this Lease. (l) So long as Tenant is not in default that Tenant shall during the Term freely, peaceably and quietly occupy and enjoy the full possession of the Premises without limitation molestation or hindrance. In addition, Landlord covenants to take all actions necessary to xxxxx any laws pertaining nuisances that are occurring within the Shopping Center. (m) To the best of Seller's knowledge, that Tenant will be permitted to Hazardous Materials tap into and receive service from all utilities without the imposition of charges other than the charges of the type and amount which are customarily charged. (n) That it is a Florida corporation duly organized and in good standing in the State of Florida; that it has full right, power, and authority to execute, deliver, and perform this Lease; and that ) the person signing on behalf of Landlord is authorized to do so by any and all necessary partnership and corporate actions; (o) That no litigation has been initiated or, to the knowledge of Landlord, threatened against Landlord or environmental matters against the Premises which, if adversely determined, would impair Landlord's ability to execute, deliver, and perform this Lease; and that neither Landlord, any affiliate of Landlord, nor the Premises is subject to or otherwise bound by any legal requirement or agreement (written or oral) which would be breached, or which would result in the creation or imposition of any title exception applicable to the Premises, by Landlord's execution, delivery, or performance of this Lease; (p) Upon the Lease Commencement Date, that the Site Plan for the Premises will have been approved by all necessary governmental bodies so that, except for any non-compliance disclosed in building permits, no further governmental approvals need be obtained before Tenant may construct its Building; (q) Landlord represents that there shall be adequate utilities at the following materials delivered to Xxxxx & Xxxxxxx, L.L.P. by Conservtech under correspondence dated June 28, 2001: (a) Conservtech report titled, "Certification Premises for the operation 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, Tenant's business as a Silver Diner restaurant and that the Premises presently served shall be zoned to permit the construction and operation of a Silver Diner restaurant. (r) Landlord represents that there are no matters of record against the Shopping Center other than as shown on Exhibit E, attached hereto and 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 this reference made by Landlord under this Leasea part hereof.

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 Agreement, to receive money as contemplated by this Agreement and make to execute and perform the agreements contained herein provisions of this Agreement. Landlord further represents that the execution, delivery and performance by it of this Agreement has been duly authorized by all necessary action on its the part to be performed; that of Landlord, and no other action by Landlord, Tenant or any third party is required for the execution, delivery and performance of this Agreement. Landlord further represents that this Agreement constitutes its valid and binding obligations. As a condition of receiving the Grant Award, the Landlord hereby agrees that Landlord will stay (i.e., will enter into a standstill and will not take forward) or cancel, and shall not commence, any eviction action for non-payment of past rent against the Tenant until after the last day of the third calendar month following the receipt of the Grant Award, and prior to such date, Landlord shall not evict or otherwise dispossess Tenant. Landlord acknowledges its execution and delivery of the Lease has been duly authorized Amendment and its decrease of the Tenant’s Monthly Base Rent by 20 percent for three (3) consecutive months. Landlord further understands and no other authorization or approval of any third party or authority is required; agrees 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 payment of the Premises; that Grant Award shall be applied to cover Tenant’s rent for the three (3) calendar months following 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 receipt 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 2000Grant Award, and that the Premises presently served by full legal access Grant Award shall not be used to one cover administrative fees, late fees or more dedicated public rights-of-waypenalties, any interest payments related to late payments, or the Landlord’s own costs. Landlord shall indemnify represents that as of the date of this Agreement, no amount of local taxes, assessments and hold Tenant harmless from all claims utilities is unpaid 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 past due to Town of Morristown or local authorities. Landlord understands and acknowledges that effective upon its receipt of the breach Grant Award, Landlord agrees to not commence any eviction proceedings against the Tenant until after the last day of the third calendar month following its receipt of the Grant Award. Landlord understands and acknowledges that effective upon its receipt of the Grant Award, Landlord shall immediately stay (enter into a stand still position) or cancel without prejudice any representation made by Landlord under this Leaseexisting eviction proceedings against the Tenant.

Landlord’s Representations. Notwithstanding anything in this Lease Landlord hereby represents to Tenant -------------------------- that to the contrarybest of Landlord's knowledge without investigation, and except as previously disclosed to Tenant in writing or otherwise set forth herein, there are no Hazardous Materials in the Building or Project. After the date hereof and thereafter throughout the Term, Landlord shall be responsible for removal or encapsulation of any Hazardous Materials (except for those brought onto the Premises by Tenant or Tenant's Affiliates) as necessary to comply with all applicable laws, codes, regulations and ordinances and the requirements of the Environmental Protection Agency and any other regulatory agency having jurisdiction. If, during the Term of this Lease, air sampling tests conducted by properly certified individuals or entities detect asbestos in amounts exceeding minimums which require corrective action, as set by any local, state, or federal government or agency, Landlord will, at Landlord's sole cost and expense (unless the presence of such amounts of asbestos is caused by Tenant, in which case Landlord's remedial actions hereunder shall be done at Tenant's expense), commence correction of said condition, within ten (10) business days after the receipt of notice of such monitoring results, and shall diligently continue such corrective action until completed. Landlord's remediation of Hazardous Materials in the Premises as required above shall be performed at night and on weekends so as not to disturb Tenant's business operations. If, during the construction of Tenant's initial tenant improvements, Hazardous Materials are discovered within the Premises, Landlord shall diligently remove such Hazardous Materials at Landlord's sole cost and expense prior to the Commencement Date. Landlord hereby acknowledges that the California Asbestos Notification Act (the California Health and Safety Code Sections 25915, et seq.) requires that every owner of a commercial or industrial building who knows that the building contains asbestos containing materials must provide written notice to its tenants and to its employees and contractors working in the building. Tenant acknowledges that Landlord has previously informed Tenant that prior to the construction of the Project, the Land was used as a site for the use, generation, manufacture, storage, disposal or transportation of any Hazardous Materials. Landlord represents and warrants to Tenant that as that, to the best 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 knowledge without investigation, the Premises; that no encumbrance shall prohibit Land and Building and every part thereof (i) are not currently being used for the generation, manufacture, storage, disposal, transportation or impede the other use of the Premises as contemplated herein or create any financial obligation on the part of Tenant; that Landlord has the full rightHazardous Materials, 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 (ii) are presently in compliance with any all federal, state and all applicable local laws, ordinances, regulations regulations, orders and rulesdirectives pertaining to Hazardous Materials, including without limitation any laws pertaining those relating to soil and ground water conditions. Tenant acknowledges that as a result of leakage from underground fuel tanks located beneath the Land prior to the development of the Project, hydrocarbons within the definition of "Hazardous Materials Materials" set forth below are currently located in, on, under or environmental matters except for any non-compliance disclosed about the Premises. Landlord is in the following materials delivered process of monitoring said hydrocarbons and performing such remediation measures with respect thereto as required by applicable Environmental Laws. Landlord covenants 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 Tenant that Landlord shall continue such monitoring and remediation until the environmental condition expiration of the property, dated 21 August 2000, and (c) Certificate-of-Closure letter on the property issued by the City Term 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, or until such monitoring and remediation is no longer required by applicable Environmental Laws, whichever occurs first.

Landlord’s Representations. Notwithstanding anything in this Lease to the contrary, Landlord represents and warrants to Tenant that as (a) Landlord has entered into a contact to acquire the Land from its present owner; (b) Landlord shall close on the purchase of the date hereofLand on or before May 1, it is 1995; (c) Landlord will provide Tenant with copies of any notice of default which Landlord may receive from the sole owner in fee simple seller and with a copy of the Premisesexecuted deed of conveyance within three (3) business days of the closing of the purchase of the Land; (d) Landlord shall cause the Land, Buildings, Adjacent Buildings and Parking Facilities to be developed substantially as set forth on the Site Plan and shall complete the development of the Adjacent Buildings in such a fashion so as to not interfere with the use by Tenant of the Building and Parking Facilities. Landlord shall not make any material changes to the Site Plan without the prior written consent of Tenant, which shall not be unreasonably withheld or delayed. Landlord further covenants, represents and warrants that no mortgages, deeds of trusts or liens presently encumber Landlord's prior to the Rental Commencement Date (i) title to the Premises; that no encumbrance Land, including any beneficial interest therein or any interest in this Lease, shall prohibit not be sold, transferred or impede conveyed by Landlord without Tenaxx'x xrior written consent, which consent may be withheld in Tenant's sole discretion and (ii) Landlord's obligations to construct the use of Building pursuant to 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 terms of this Lease has been duly authorized shall not be delegated to or undertaken by Landlord and no other authorization or approval of any third party other than Catalfumo Construction, Inc. Notwithstanding the foregoing, Landlord shall be permitted to convey the Land to an entity in which Danixx X. Xxxxxxxxx xxx Richxxx Xxxxxxx xxxlectively own directly or authority indirectly a majority or controlling interest provided that reasonably acceptable evidence of such ownership is required; that furnished to Tenant together with properly executed copies of the making recorded deed of conveyance and written agreement whereby this Lease is assigned to 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. assumed 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 Leasesuch entity.