Common use of Lessee’s Representations Clause in Contracts

Lessee’s Representations. The HCC Lessee represents and warrants to ASU and the City as follows: (a) The HCC Lessee has the power and authority to execute, deliver and perform its obligations under this Agreement and has obtained all necessary consents, authorizations and approvals required as a condition to the execution and delivery thereof. (b) The execution of this Agreement will not violate or constitute a default on the part of the HCC Lessee under any agreement to which the HCC Lessee is a party or by which it is bound. (c) The representatives of the HCC Lessee who have executed this Agreement have the power and the authority to have done so. (d) The HCC Lessee is a limited liability company duly organized and validly existing under the laws of the State of Arizona and is qualified to do business in Arizona. (e) To the best of the HCC Lessee’s knowledge (after inquiry of all parties deemed appropriate by the HCC Lessee), no conflict of interest exists, or if one exists, it has been fully and properly disclosed and waived by persons or entities duly empowered and authorized to grant such waiver, between or among any of the following entities or individuals: (i) the HCC Lessee, (ii) any HCC Lessee Affiliate, (iii) any entity or individual who has a direct or indirect financial interest (including by way of example, but not of limitation, employment, consultancies, stock ownership, or other equity interest) or a direct or indirect non-financial interest (including by way of example, but not of limitation, personal or professional relationships or affiliations or committee memberships) in (1) the HCC Lessee or any HCC Lessee Affiliate, (2) the rights granted to the HCC Lessee pursuant to this Agreement or pursuant to any agreements arising out of this Agreement, or (3) any entity or individual who will be granted rights to use or occupy space in the HCC Parcel (an “Interested Party”) that would provide a basis to challenge the HCC Lessee’s or any Interested Party’s authority to enter into or perform its obligations under this Agreement or under any agreements arising out of this Agreement to which the HCC Lessee or an Interested Party is a party (each a “Project Related Agreement”) or the validity of this Agreement or any Project Related Agreement. The HCC Lessee will require all Interested Parties to make this same representation and warranty in all Project Related Agreements, and ASU shall be a third party beneficiary of all such representations and warranties. For purposes of this Agreement, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, such entity. As used in this definition of “Affiliate”, the term “control” means either (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, through the appointment of a majority of the members of a governing body, by being the sole member of a nonprofit entity or otherwise, or (ii) a direct or indirect equity interest of fifty percent (50%) or more in the entity.

Lessee’s Representations. a. The HCC Lessee represents that: 1) Before executing this Agreement, it saw, inspected and warrants to ASU tested the legal, planning and physical condition of the Building and the Premises, including its approaches and surroundings and the City as follows:Planning Schemes applicable to it and every other detail connected to it; (a2) The HCC Lessee has That it found the power Building and authority to executethe Premises in good condition AS IS, deliver in good repair and perform fit for use, and appropriate in every respect for its obligations under this Agreement and has obtained all necessary consentsgoals, authorizations and approvals required as a condition subject to the execution Lessor’s undertaking to carry out the work pursuant to the change detail that is Annex D to this Agreement, and based upon the division of costs for performing the work, all as detailed in Section 13 below, and subject to a Form 4 being granted for the Premises at the delivery thereofof possession and to the two Building elevators working (one freight elevator and one passenger elevator) and to the Premises being connected to three-phase electricity (subject to the Lessee signing the required Electric Company documents for purposes of receiving an electric meter for the Premises). The Lessee hereby waives any claim of any type or kind regarding the Premises and/or the Building, including any claim of choice due to blemish and/or defect and/or inappropriateness and/or failure to obtain a license and/or the possibilities for its use. (b3) The execution of this Agreement will not violate or constitute a default on the part of the HCC Lessee under any agreement to which the HCC Lessee It is a party or by which it is bound. (c) The representatives of the HCC Lessee who have executed this Agreement have the power and the authority to have done so. (d) The HCC Lessee is a limited liability company duly organized and validly existing under the laws of the State of Arizona and is qualified to do business in Arizona. (e) To the best of the HCC Lessee’s knowledge (after inquiry of all parties deemed appropriate by the HCC Lessee), no conflict of interest exists, or if one exists, it has been fully and properly disclosed and waived by persons or entities duly empowered and legally authorized to grant such waiverenter into this Agreement, between and there is no legal or among any of [other] impediment to its entering into the following entities or individuals: (i) the HCC Lessee, (ii) any HCC Lessee Affiliate, (iii) any entity or individual who has a direct or indirect financial interest (including by way of example, but not of limitation, employment, consultancies, stock ownership, or other equity interest) or a direct or indirect non-financial interest (including by way of example, but not of limitation, personal or professional relationships or affiliations or committee memberships) in (1) the HCC Lessee or any HCC Lessee Affiliate, (2) the rights granted to the HCC Lessee pursuant to this Agreement or pursuant to any agreements arising out provisions of this Agreement, or (3) any entity or individual who will be granted rights to use or occupy space in using the HCC Parcel (an “Interested Party”) that would provide a basis to challenge Premises for the HCC Lessee’s or any Interested Party’s authority to enter into or perform its obligations under this Agreement or under any agreements arising out of this Agreement to which the HCC Lessee or an Interested Party is a party (each a “Project Related Agreement”) or the validity of this Agreement or any Project Related Agreement. The HCC Lessee will require all Interested Parties to make this same representation and warranty in all Project Related Agreements, and ASU shall be a third party beneficiary of all such representations and warranties. For purposes purpose of this Agreement. 4) That it knows that the Lessor is authorized to perform work on the project, “Affiliate” means in the Building and around it, including development work, changes, renovations, additional construction, etc. during the entire Lease period, and the Lessee is not entitled to object and to disturb the performance of such work and shall not have any entity complaint and/or claim against the Lessor therefor, provided that directly or indirectly controls, it is controlled by, or is under common control with, such entity. As used in this definition of “Affiliate”, the term “control” means either (i) the possession, directly or indirectly, not prevented from reasonable and appropriate use of the power to direct or cause the direction Premises themselves and of the management and policies of an entity, whether through the ownership of voting securities, by contract, through the appointment of a majority access thereto due to any of the members of a governing body, foregoing. 5) That it was notified by being the sole member of a nonprofit entity or otherwise, or (ii) a direct or indirect equity interest of fifty percent (50%) or more Lessor that the Lessor shall be entitled to operate and/or sell and/or lease its rights to the other units in the entityBuilding and/or the project to any third party for any purpose, even if this purpose is identical to the Lease’s purpose under this Agreement, and the Lessee shall not have any complaint and/or claim against the Lessor therefor.

Lessee’s Representations. The HCC Lessee warrants and represents to Lessor, expressly acknowledging that Lessor is relying on these warranties and warrants to ASU representations, as of the date of this Agreement and/or each Closing Date, as applicable, and the City as follows: (a) The HCC Lessee has the power and authority to execute, deliver and perform its until all of Lessee's obligations under this Agreement and has obtained all necessary consentshave been satisfied in full, authorizations and approvals required as a condition to the execution and delivery thereof.that: (bi) The execution all information supplied by Lessee to Lessor in any financial, credit or accounting statement is and will be true, correct, valid and genuine; (ii) the Vehicles are to be used only for business purposes; (iii) Lessee is duly organized, validly existing, and in good standing under the laws of this Agreement the state of its formation; (iv) Lessee has the full authority to enter into each of the Lease Documents and to perform all of its obligations under each of the Lease Documents; (v) Lessee has duly authorized, executed, and delivered each of the Lease Documents to which it is a party, and each such Lease Document constitutes the legal, valid, and binding obligation of Lessee, enforceable against Lessee in accordance with its terms; (vi) that each of the Lease Documents does not require the approval of any stockholder, trustee, or holder of any obligation of Lessee and does not and will not violate any law, rule, or order now binding upon Lessee, or the charter, by-laws, or other governing documents of Lessee, or violate the provisions of, constitute a default on under, or result in the part creation of any lien or encumbrance upon the HCC property of Lessee under under, any contract or agreement to which the HCC Lessee is a party or by which it is bound.or its assets are bound or require the consent or approval or the giving of notice to the Federal, or any state, or local government (other than customary titling, registration, and security interest filings); (vii) there are no pending or overtly threatened actions or proceedings, which either, individually, or in the aggregate, would materially adversely affect the financial condition of Lessee or Lessee's ability to fully perform all of its obligations under all of the Lease Documents; (cviii) The representatives Lessee maintains its principal place of business at the HCC Lessee who have executed this Agreement have the power and the authority to have done so. (d) The HCC Lessee is a limited liability company duly organized and validly existing under the laws of the State of Arizona and is qualified to do business in Arizona. (e) To the best of the HCC Lessee’s knowledge (after inquiry of all parties deemed appropriate by the HCC Lessee), no conflict of interest exists, or if one exists, it has been fully and properly disclosed and waived by persons or entities duly empowered and authorized to grant such waiver, between or among any of the following entities or individuals: (i) the HCC Lessee, (ii) any HCC Lessee Affiliate, (iii) any entity or individual who has a direct or indirect financial interest (including by way of example, but not of limitation, employment, consultancies, stock ownership, or other equity interest) or a direct or indirect non-financial interest (including by way of example, but not of limitation, personal or professional relationships or affiliations or committee memberships) in (1) the HCC Lessee or any HCC Lessee Affiliate, (2) the rights granted to the HCC Lessee pursuant to this Agreement or pursuant to any agreements arising out address set forth on page 1 of this Agreement, or ; and (3ix) any entity or individual who will be granted rights to use or occupy space Lessor's ownership of and interest in the HCC Parcel (an “Interested Party”) that would provide a basis Vehicles shall at all times be prior to challenge the HCC Lessee’s or any Interested Party’s authority to enter into or perform its obligations under this Agreement or under any agreements arising out of this Agreement to which the HCC Lessee or an Interested Party is a party (each a “Project Related Agreement”) or the validity of this Agreement or any Project Related Agreement. The HCC Lessee will require all Interested Parties to make this same representation and warranty in all Project Related Agreements, and ASU shall be a third party beneficiary of all such representations and warranties. For purposes of this Agreement, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, such entity. As used in this definition of “Affiliate”, the term “control” means either (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, through the appointment of a majority of the members of a governing body, by being the sole member of a nonprofit entity or otherwise, or (ii) a direct or indirect equity interest of fifty percent (50%) or more other interests in the entityVehicles.

Lessee’s Representations. The HCC Lessee warrants and represents to Lessor, expressly acknowledging that Lessor is relying on these warranties and warrants to ASU representations, as of date of this Agreement and/or each Closing Date, as applicable, and the City as follows: (a) The HCC Lessee has the power and authority to execute, deliver and perform its until all of Lessee's obligations under this Agreement and has obtained all necessary consentshave been satisfied in full, authorizations and approvals required as a condition to the execution and delivery thereof.that: (bi) The execution all information supplied by Lessee to Lessor in any financial, credit or accounting statement is and will be true, correct, valid and genuine; (ii) the Vehicles are to be used only for business purposes; (iii) Lessee is duly organized, validly existing, and in good standing under the laws of this Agreement the state of its formation; (iv) Lessee has the full authority to enter into each of the Lease Documents and to perform all of its obligations under each of the Lease Documents; (v) Lessee has duly authorized, executed, and delivered each of the Lease Documents to which it is a party, and each such Lease Document constitutes the legal, valid, and binding obligation of Lessee, enforceable against Lessee in accordance with its terms; (vi) that each of the Lease Documents does not require the approval of any stockholder, trustee, or holder of any obligation of Lessee and does not and will not violate any law, rule, or order now binding upon Lessee, or the charter, by - laws, or other governing documents of Lessee, or violate the provisions of, constitute a default on under, or result in the part creation of any lien or encumbrance upon the HCC property of Lessee under under, any contract or agreement to which the HCC Lessee is a party or by which it or its assets are bound or require the consent or approval or the giving of notice to the Federal, or any state, or local government (other than customary titling, registration, and security interest filings); (vii) there are no pending or overtly threatened actions or proceedings, which is bound.either, individually, or in the aggregate, would materially adversely affect the financial condition of Lessee or Lessee's ability to fully perform all of its obligations under all of the Lease Documents; (cviii) The representatives Lessee maintains its principal place of business at the HCC Lessee who have executed this Agreement have the power and the authority to have done so. (d) The HCC Lessee is a limited liability company duly organized and validly existing under the laws of the State of Arizona and is qualified to do business in Arizona. (e) To the best of the HCC Lessee’s knowledge (after inquiry of all parties deemed appropriate by the HCC Lessee), no conflict of interest exists, or if one exists, it has been fully and properly disclosed and waived by persons or entities duly empowered and authorized to grant such waiver, between or among any of the following entities or individuals: (i) the HCC Lessee, (ii) any HCC Lessee Affiliate, (iii) any entity or individual who has a direct or indirect financial interest (including by way of example, but not of limitation, employment, consultancies, stock ownership, or other equity interest) or a direct or indirect non-financial interest (including by way of example, but not of limitation, personal or professional relationships or affiliations or committee memberships) in (1) the HCC Lessee or any HCC Lessee Affiliate, (2) the rights granted to the HCC Lessee pursuant to this Agreement or pursuant to any agreements arising out address set forth on page 1 of this Agreement, or ; and (3ix) any entity or individual who will be granted rights to use or occupy space Lessor's ownership of and interest in the HCC Parcel (an “Interested Party”) that would provide a basis Vehicles shall at all times be prior to challenge the HCC Lessee’s or any Interested Party’s authority to enter into or perform its obligations under this Agreement or under any agreements arising out of this Agreement to which the HCC Lessee or an Interested Party is a party (each a “Project Related Agreement”) or the validity of this Agreement or any Project Related Agreement. The HCC Lessee will require all Interested Parties to make this same representation and warranty in all Project Related Agreements, and ASU shall be a third party beneficiary of all such representations and warranties. For purposes of this Agreement, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, such entity. As used in this definition of “Affiliate”, the term “control” means either (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, through the appointment of a majority of the members of a governing body, by being the sole member of a nonprofit entity or otherwise, or (ii) a direct or indirect equity interest of fifty percent (50%) or more other interests in the entityVehicles.