Common use of Landlord’s Warranties Clause in Contracts

Landlord’s Warranties. As a material inducement to Tenant to enter into this lease, Landlord warrants, represents, covenants and agrees as follows: (a) Landlord is the owner of a fee simple estate in the Real Property and has the right, power and authority to enter into this lease and to perform the same without consent of any other party, except for consents already obtained, and by this instrument conveys a good leasehold interest in the Leased Premises to Tenant in accordance with the terms, conditions and provisions hereof and the execution of this lease has been duly and validly authorized on behalf of Landlord; and (b) as of the Commencement Date, the Fifth Floor Premises shall comply with all applicable federal, state and local laws, codes and regulations in effect at that time, including but not limited to the Americans With Disabilities Act, all covenants, conditions, and restrictions of record in effect at that time, including, but not limited to the Condominium Declaration, if any and as of the Fourth Floor Substantial Completion Date, the Fourth Floor Premises shall comply with all applicable federal, state and local laws, codes and regulations in effect at that time, including but not limited to the Americans With Disabilities Act, all covenants, conditions, and restrictions of record in effect at that time, including, but not limited to the Condominium Declaration, if any. The representations, warranties and covenants in this lease are material considerations and inducements to Tenant in executing this lease, the breach of which will cause irreparable and severe harm to Tenant. Without limiting any other right or remedy of Tenant, in the event of a breach of the representations, warranties, and covenants, which materially and adversely affects Tenant’s ability to occupy and use the Leased Premises for its Approved Use or materially and adversely limits the rights or expands the obligations of Tenant under this lease, Tenant has the right after providing Landlord with 30 days’ prior written notice to terminate this lease at any time during the period of such breach. TWO25 COMMONS LLC By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx President IBOD COMPANY, INC. By /s/ Xxxxxxxxx X. Xxxx Its CEO STATE OF OHIO FRANKLIN COUNTY This document was acknowledged before me on May 18, 2018, by Xxxxxx X. Xxxxx, the President of TWO25 Commons LLC, an Ohio limited liability company, on behalf of the Company. STATE OF OHIO FRANKLIN COUNTY This document was acknowledged before me on May 9th, 2018, by Xxxx Xxxx, the CEO of IBOD Company, Inc., a Delaware corporation, on behalf of Tenant. Dated: , 2018 THIS PARKING AGREEMENT (this “Agreement”) is entered into as of , 2018 (the “Effective Date”), by and between TWO25 COMMONS LLC, an Ohio limited liability company (“Landlord”), and IBOD COMPANY, INC., a Delaware corporation (“Customer”).

Landlord’s Warranties. As a material inducement to Tenant to enter into this lease, Landlord warrants, represents, covenants and agrees as follows: (a) Landlord is shall correct, repair and/or replace any non-compliance of (i) the owner lobby restrooms of a fee simple estate in the Real Property and has the right, power and authority to enter into this lease and to perform the same without consent of any other party, except for consents already obtainedBuilding, and by this instrument conveys a good leasehold interest (ii) the Common Areas of the Project exterior to the Building, with all building permits and codes in the Leased Premises to Tenant in accordance with the terms, conditions effect and provisions hereof and applicable as of the execution of this lease has been duly and validly authorized on behalf of Landlord; and (b) as of the Commencement DateLease, including without limitation, the Fifth Floor Premises shall comply with all applicable federal, state and local laws, codes and regulations in effect at that time, including but not limited to provisions of Title III of the Americans With Disabilities ActAct (“ADA”), all covenants, conditions, which are “triggered” by the permitting and restrictions construction of record in effect at that time, including, but not limited the “Tenant Improvements” by Landlord pursuant to the Condominium Declarationattached Work Letter. Said costs of compliance shall be Landlord’s sole cost and expense in addition to the “Landlord’s Contribution” set forth in the attached Work Letter and shall not be part of Project Costs. Landlord shall correct, if repair or replace any and as non-compliance of the Fourth Floor Substantial Completion Date, the Fourth Floor Premises shall comply areas described in Subsection (i) and (ii) above with all any revisions or amendments to applicable federal, state and local laws, codes and regulations in effect at that timebuilding codes, including but not limited the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Americans With Disabilities ActPremises, all covenantsincluding without limitation, conditionsin connection with Tenant’s construction of the Tenant Improvements, and restrictions of record in effect at that time, including, but not limited any Alterations or other improvements to the Condominium DeclarationPremises and the operation of Tenant’s business and employment practices in the Premises, if anyshall be the responsibility of Tenant at its sole cost and expense. The representationsrepairs, warranties and covenants in this lease are material considerations and inducements to Tenant in executing this lease, the breach corrections or replacements required of which will cause irreparable and severe harm to Tenant. Without limiting any other right Landlord or remedy of Tenant, in the event of a breach of the representations, warranties, and covenants, which materially and adversely affects Tenant’s ability to occupy and use the Leased Premises for its Approved Use or materially and adversely limits the rights or expands the obligations of Tenant under the foregoing provisions of this leaseSection shall be made promptly following notice of non-compliance from any applicable governmental agency. (b) Landlord warrants to Tenant that the plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems serving the Premises shall be in good operating condition on the Commencement Date of this Lease. Provided that Tenant has shall notify Landlord of a non-compliance with the right foregoing warranty not later than 30 days following the Commencement Date of the Lease, then Landlord shall, except as otherwise provided in this Lease, promptly after providing Landlord with 30 days’ prior receipt of written notice to terminate this lease at any time during from Tenant setting forth the period nature and extent of such breach. TWO25 COMMONS LLC By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx President IBOD COMPANYnon-compliance, INC. By /s/ Xxxxxxxxx X. Xxxx Its CEO STATE OF OHIO FRANKLIN COUNTY This document was acknowledged before me on May 18rectify same at Landlord’s sole cost and expense (and not as a Project Cost). (c) Landlord shall correct, 2018repair and/or replace, by Xxxxxx X. Xxxxxat its sole cost and expense and not as a Project Cost, the President of TWO25 Commons LLC, an Ohio limited liability company, on behalf structural components of the Company. STATE OF OHIO FRANKLIN COUNTY This document was acknowledged before me on May 9th, 2018, by Xxxx Xxxxroof, the CEO load-bearing walls and the foundations and footings of IBOD Companythe Building. Notwithstanding the foregoing, Inc.Landlord’s obligation contained in this Section to bear such costs and expenses shall not apply: (i) to the costs and expenses of periodic maintenance of the roof, a Delaware corporationwalls, on behalf foundations and footings of the Building, (ii) to the cost of replacing the roof membrane and accompanying roof materials as and when such replacement is required, nor (iii) to the extent of the negligence or willful misconduct by Tenant, its employees, agents, contractors, licensees or invitees (in which case Tenant shall be responsible for the reasonable costs of such repairs and/or replacements). Dated: , 2018 THIS PARKING AGREEMENT (The repairs or replacements required of Landlord pursuant to this “Agreement”) is entered into as of , 2018 (the “Effective Date”), by and between TWO25 COMMONS LLC, an Ohio limited liability company (“Landlord”), and IBOD COMPANY, INCSection shall be made promptly following notice from Tenant., a Delaware corporation (“Customer”).

Landlord’s Warranties. As a material inducement to Tenant to enter into this lease, Landlord warrants, represents, warrants and covenants and agrees as followsthat: (a) The title to the Property is vested in Landlord, subject to no defects or encumbrances except as set forth on Exhibit B attached hereto and incorporated herein by this reference. (b) Except for liens or encumbrances created by or through Tenant, or based upon Impositions (as defined in Section 3.02 hereof) that are the responsibility of Tenant under this Lease, Landlord shall not, after the date hereof, agree to or create any liens or encumbrances on the Property which are not specifically stated in writing to be subordinate to this Lease and to any amendments or modifications hereto. Landlord shall, at or prior to the Commencement Date, cause the Property to be free of all liens and encumbrances except as shown on Exhibit B. Subject to the preceding requirements, Landlord shall have the right to hypothecate or otherwise pledge the income stream from this Lease as security for obligations of the Landlord. Without limitation, it is the owner of a fee simple estate intended that Landlord may mortgage or assign its interest in the Real Property Property, provided that any mortgage, encumbrance, deed of trust or other instrument creating or evidencing any lien against any interest of Landlord shall specifically state that it is subordinate to this Lease and to any amendments or modifications of this Lease. (c) Landlord has the right, power and authority to enter into this lease Lease subject to the approval of the Xxxxxx County Council. (d) Tenant shall at all times during the Term of this Lease have the right to peacefully and quietly have, hold and enjoy the Premises, subject to perform the same without consent terms of this Lease. (e) Landlord has provided to Tenant copies of all environmental and soils reports ("Reports") and land surveys in the possession of Landlord, as listed on Exhibit D hereto, to the extent related to the Property. Landlord has no actual knowledge of any other partyenvironmental or soils conditions affecting the Property except as set forth in those Reports and is not aware of any Hazardous Materials present on the Property in any material amount, except for consents already obtainedor any violation of any Environmental Laws, and by this instrument conveys a good leasehold interest in or any requirement to remediate any environmental condition. Tenant shall make its own investigation of the Leased Premises condition of the Property prior to Tenant in accordance with the terms, conditions and provisions hereof and the execution of this lease has been duly and validly authorized on behalf of Landlord; and (b) as of the Commencement Date. In the event any soils conditions require environmental remediation as the result of the discovery of Hazardous Materials (as defined below) after the Effective Date, but prior to substantial completion of the hotel portion of the Project, Landlord shall, at Landlord’s sole discretion, either: (i) pay for any legally required remediation; or (ii) reimburse Tenant for all reasonable, out-of-pocket funds expended for design and construction of the Project and terminate this Lease. As used herein, "Hazardous Material" means any hazardous or toxic substance, material, waste or similar term which is regulated by local authorities, the Fifth Floor Premises shall comply with all applicable federalstate of Washington and/or the federal government, state and local lawsincluding, codes and regulations in effect at that time, including but not limited to to, any material, substance, waste or similar term which is: (i) defined as a hazardous material under the Americans With Disabilities Actlaws of the state of Washington; (ii) defined as a hazardous substance under section 311 of the federal water pollution control act (33 U.S.C. §1317); (iii) defined as a hazardous waste substance under section 101 of federal resource conservation and recovery act (42 U.S.C. §6901 et. Seq.); (iv) defined as a hazardous waste substance under section 101 of the comprehensive environmental response, all covenantscompensation and liability act, conditions(42 U.S.C. §9601 et. Seq.); (v) defined as a hazardous waste or toxic substance, waste, material or similar term in any rules and restrictions of record in effect at that timeregulations, which are adopted by any administrative agency including, but not limited to the Condominium Declaration, if any and as of the Fourth Floor Substantial Completion Dateenvironmental protection agency, the Fourth Floor Premises shall comply with all applicable federaloccupational safety and health administration, and any such similar state and or local laws, codes agency having jurisdiction over the Property whether or not such rules and regulations have the force of law; or (vi) defined as a hazardous or toxic waste, substance, material or similar term in effect at that timeany statute, including but not limited to the Americans With Disabilities Actregulation, all covenants, conditions, and restrictions of record in effect at that time, including, but not limited to the Condominium Declaration, if any. The representations, warranties and covenants in this lease are material considerations and inducements to Tenant in executing this leaserule or law enacted by local authorities, the breach state of which will cause irreparable Washington, and/or the federal government and severe harm to Tenant. Without limiting any other right in each case such hazardous or remedy of Tenant, toxic substance is present in the event of a breach of the representations, warranties, and covenants, which materially and adversely affects Tenant’s ability to occupy and use the Leased Premises for its Approved Use quantities or materially and adversely limits the rights or expands the obligations of Tenant under this lease, Tenant has the right after providing Landlord with 30 days’ prior written notice to terminate this lease at any time during the period of such breach. TWO25 COMMONS LLC By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx President IBOD COMPANY, INC. By /s/ Xxxxxxxxx X. Xxxx Its CEO STATE OF OHIO FRANKLIN COUNTY This document was acknowledged before me on May 18, 2018, by Xxxxxx X. Xxxxx, the President of TWO25 Commons LLC, an Ohio limited liability company, on behalf of the Company. STATE OF OHIO FRANKLIN COUNTY This document was acknowledged before me on May 9th, 2018, by Xxxx Xxxx, the CEO of IBOD Company, Inc., a Delaware corporation, on behalf of Tenant. Dated: , 2018 THIS PARKING AGREEMENT (this “Agreement”) is entered into as of , 2018 (the “Effective Date”), by and between TWO25 COMMONS LLC, an Ohio limited liability company (“Landlord”), and IBOD COMPANY, INCamounts requiring remediation., a Delaware corporation (“Customer”).

Landlord’s Warranties. As a material inducement to Tenant to enter into this lease, Landlord warrants, represents, covenants and agrees as follows:warrants that: --------------------- (a) 12.01 Landlord is the owner of a fee simple estate in title to the Real Property Demised Premises and has that the right, power and authority to enter into this lease and to perform the same without consent Demised Premises are not currently encumbered by a mortgage or deed of trust or any other party, except for consents already obtained, encumbrance which could adversely affect Tenant's use and by this instrument conveys a good leasehold interest in occupancy of the Leased Demised Premises to Tenant in accordance with the terms, conditions and provisions hereof and or which limits or prohibits the execution of this lease has been duly and validly authorized on behalf Lease by Landlord; 12.02 Landlord does not have knowledge of Landlordany pending Condemnation or similar proceeding affecting any part of the Demised Premises; 12.03 Landlord does not have knowledge of any uncured violations of federal, state or municipal laws, ordinances, orders, regulations or requirements affecting any portion of the Demised Premises; and (b) as of and 12.04 On the Commencement Date, there will be water, electrical, sanitary sewer and gas utility service adequate for Tenant's intended use of the Fifth Floor Demised Premises available at the Demised Premises. 12.05 On or before December 31, 2001, Landlord shall comply have completed all of the "Repairs and Maintenance" set forth in Exhibit `D' attached hereto and incorporated by reference, at Landlords sole cost and expense. Such "Repairs and Maintenance" shall be necessary in order to provide Tenant with all applicable federalthe Premises in a condition suitable for Tenant's intended use and shall be completed in coordination with the Renovations to be done by Tenant as provided for in Paragraph 4.03 hereof as the parties shall agree. If, state and local lawshowever, codes and regulations in effect at that time, including but not limited to the Americans With Disabilities Actfor any reason, all covenantsof the "Repairs and Maintenance" activities set forth in Exhibit `D' are not fully completed on or before December 31, conditions2001, then Tenant shall give Landlord written notice of the "Repairs and restrictions Maintenance" activities yet to be completed. If such remaining "Repairs and Maintenance" activities are not completed by Landlord to Tenants reasonable satisfaction within 30 days following such notice, the Tenant shall be entitled thereafter to complete all remaining unfinished "Repairs and Maintenance" activities at Tenant's expense and to deduct the costs of record in effect at that time, including, but not limited to the Condominium Declaration, if such "Repairs and Maintenance" activities completed by Tenant from any and all subsequent Monthly Rental payments due Landlord (as of provided in Paragraph 3.01 hereof) until the Fourth Floor Substantial Completion Date, the Fourth Floor Premises shall comply with Tenant has fully recovered all applicable federal, state and local laws, codes and regulations in effect at that time, including but not limited to the Americans With Disabilities Act, all covenants, conditions, and restrictions of record in effect at that time, including, but not limited to the Condominium Declaration, if any. The representations, warranties and covenants in this lease are material considerations and inducements to costs incurred by Tenant in executing this lease, the breach of which will cause irreparable making such "Repairs and severe harm to Tenant. Without limiting any other right or remedy of Tenant, in the event of a breach of the representations, warranties, and covenants, which materially and adversely affects Tenant’s ability to occupy and use the Leased Premises for its Approved Use or materially and adversely limits the rights or expands the obligations of Tenant under this lease, Tenant has the right after providing Landlord with 30 days’ prior written notice to terminate this lease at any time during the period of such breach. TWO25 COMMONS LLC By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx President IBOD COMPANY, INC. By /s/ Xxxxxxxxx X. Xxxx Its CEO STATE OF OHIO FRANKLIN COUNTY This document was acknowledged before me on May 18, 2018, by Xxxxxx X. Xxxxx, the President of TWO25 Commons LLC, an Ohio limited liability company, on behalf of the Company. STATE OF OHIO FRANKLIN COUNTY This document was acknowledged before me on May 9th, 2018, by Xxxx Xxxx, the CEO of IBOD Company, Inc., a Delaware corporation, on behalf of Tenant. Dated: , 2018 THIS PARKING AGREEMENT (this “Agreement”) is entered into as of , 2018 (the “Effective Date”), by and between TWO25 COMMONS LLC, an Ohio limited liability company (“Landlord”), and IBOD COMPANY, INCMaintenance., a Delaware corporation (“Customer”)."