Lessee's Warranties. 8.1 The Lessee hereby represents, warrants, acknowledges and undertakes, to and for the benefit of the Lessor, that: 8.1.1 Throughout the Term, it shall develop the Airport in accordance with the provisions of the OMDA. 8.1.2 It has conducted a thorough due diligence of the Demised Premises, along with all buildings and/or structures thereon (“Due Diligence”), and hereby confirms that the Demised Premises along with any and all buildings and/or structures thereon (in their present form) are fit for purpose. In this regard, the Lessee further acknowledges that it shall have no recourse against the Lessor if it is, at a later date, found that the Demised Premises or any building or structure thereon, is/are deficient in any manner whatsoever (“Deficiency”). If a Deficiency is found, the Lessee hereby acknowledges and agrees that it shall, at its own cost and at no cost to the Lessor, take all appropriate measures to remedy the same. 8.1.3 It shall use the Demised Premises only for the purposes of construction, ownership, operation, management, inspection, maintenance, repair and business of the Project and for any other purposes ancillary thereto, in accordance with the terms of the OMDA. 8.1.4 It shall regularly pay the Lease Rent as provided for under Article 4.1 hereinabove and shall observe, abide by and fulfill each of its obligations and covenants set forth herein. 8.1.5 It shall obtain or cause to be obtained and shall maintain throughout the Term all regulatory approvals, clearances, permits and consents, including any and all environmental approvals, clearances, permits or consents, that may be required in order for the Lessee to undertake the Project in accordance with the terms of the OMDA. 8.1.6 It shall not do or permit to be done on the Demised Premises or the structures thereon, any activities, which may be contrary to any Applicable Law. 8.1.7 It shall indemnify the Lessor in respect of any applicable charges, deposits and other monies levied by Third Parties for and in relation to the provision by such Third Parties to the Lessee of water, electricity, telephone and communication facilities. 8.1.8 It shall (i) keep and maintain the Demised Premises and the buildings and structures thereon in good and habitable condition at all times and (ii) shall ensure that the Demised Premises will be free from encroachments at all times (except encroachments existing on the date hereof) and to the extent that there occur and/or exist any Encumbrances on the Demised Premises shall use its best endeavors to remove such Encumbrances from the Demised Premises, as soon as practicable. For the purposes hereof, Parties expressly agree and acknowledge that the portions of the Demised Premises that are encroached are delineated in Schedule 2 hereof. Parties expressly agree that “encroachments existing on the date hereof” and words of similar import shall imply those portions of the Demised Premises that are encroached on the date hereof, as identified in Schedule 2 hereof. 8.1.9 The Lessee, from the Effective Date and throughout the Term, accepts the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Airport and the Demised Premises including the structures and buildings thereon and agrees to hold harmless and indemnify the Lessor from and against any loss, expense (including legal fees), claim, damage, cost or liability or any compensation agreed with any Third Party which the Lessor may sustain from or in relation to the condition, operation, repair, replacement, maintenance and management of the Airport and the Demised Premises including the structures and buildings thereon.
Appears in 3 contracts
Samples: Lease Deed, Lease Deed, Lease Deed
Lessee's Warranties. 8.1 The Lessee hereby represents, warrantswarrants and covenants to Lessor, acknowledges and undertakesLessor relies on the fact that: (a) Lessee has read and understood this Master Lease and each Lease Schedule before it was signed; (b) LESSEE HAS SELECTED THE EQUIPMENT BASED ON ITS OWN JUDGMENT, IS FULLY SATISFIED WITH BOTH THE EQUIPMENT AND THE SUPPLIER OF THE EQUIPMENT, AND HAS REVIEWED AND APPROVED THE SUPPLIER'S PURCHASE ORDER OR AGREEMENT COVERING THE EQUIPMENT PURCHASED FOR LEASE TO LESSEE; (c) Lessee shall provide to and for Lessor within 120 days after the benefit close of each of Lessee's fiscal years, and, within 45 days of the Lessorend of each quarter of Lessee's fiscal year, that:
8.1.1 Throughout the Term, it shall develop the Airport in accordance with the provisions of the OMDA.
8.1.2 It has conducted a thorough due diligence of the Demised Premises, along with all buildings and/or structures thereon (“Due Diligence”), and hereby confirms that the Demised Premises along with any and all buildings and/or structures thereon (in their present form) are fit for purpose. In this regard, the Lessee further acknowledges that it shall have no recourse against the Lessor if it is, at a later date, found that the Demised Premises or any building or structure thereon, is/are deficient in any manner whatsoever (“Deficiency”). If a Deficiency is found, the Lessee hereby acknowledges and agrees that it shall, at its own cost and at no cost to the Lessor, take all appropriate measures to remedy the same.
8.1.3 It shall use the Demised Premises only for the purposes of construction, ownership, operation, management, inspection, maintenance, repair and business of the Project and for any other purposes ancillary thereto, in accordance with the terms of the OMDA.
8.1.4 It shall regularly pay the Lease Rent as provided for under Article 4.1 hereinabove and shall observe, abide by and fulfill each copy of its obligations and covenants set forth herein.
8.1.5 It shall obtain or cause to be obtained and shall maintain throughout the Term all regulatory approvalsfinancial statements which will be, clearances, permits and consents, including any and all environmental approvals, clearances, permits or consents, that may be required in order for the Lessee to undertake the Project in accordance with the terms of the OMDA.
8.1.6 It shall not do or permit to be done on the Demised Premises or the structures thereon, any activities, which may be contrary to any Applicable Law.
8.1.7 It shall indemnify the Lessor in respect of any applicable charges, deposits and other monies levied by Third Parties for and in relation to the provision by such Third Parties to the Lessee of water, electricity, telephone and communication facilities.
8.1.8 It shall (i) keep accurate and maintain the Demised Premises and the buildings and structures thereon correct in good and habitable condition at all times material respects, and (ii) shall ensure that prepared in accordance with generally accepted accounting principles consistently applied; (d) the Demised Premises will be free from encroachments at Equipment is leased exclusively for Lessee's established business purposes; (e) Lessee has the form of business organization indicated, and is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly qualified to do business wherever necessary to carry on its present business and operations and to own its property; (f) Lessee has the power and authority to enter into the Master Lease, all times Lease Schedules and all other related instruments or documents hereunder (except encroachments existing "Documents"), and such Documents (i) have been duly authorized by all necessary action on the part of Lessee consistent with its form of organization and duly executed and delivered by authorized officers or agents of Lessee, whose signatures hereon are, in all respects, authentic, (ii) do not require the approval of, or the giving notice to, any federal, state, local or foreign governmental authority, (iii) do not contravene any law binding on Lessee or any certificate or articles of incorporation or by-laws or partnership certificate or agreement; (iv) do not violate, result in any breach of, or constitute a default under, or result in the creation of any lien, charge or security interest or other encumbrance upon any assets of Lessee or on the Equipment pursuant to any agreement, indenture, or other instrument to which Lessee is a party or by which it or any of its assets may be bound, and (v) constitute legal, valid and binding obligations of Lessee enforceable in accordance with their terms; (g) Lessee has experienced no material adverse change in its financial condition or operations since the date hereof) and of its financial statements provided to the extent that Lessor nor does there occur and/or exist any Encumbrances on pending or threatened actions or proceedings before any court or administrative agency which might materially adversely affect Lessee's financial condition or operations; (h) the Demised Premises address indicated by Lessee is the chief place of business and chief executive office of Lessee; and (I) Lessee will pay all costs connected with the Equipment, including, without limitation, taxes, insurance, repairs, shipping, early termination fees, collection costs and other expenses normally paid in a net lease. Lessee shall use its best endeavors be deemed to remove such Encumbrances from have reaffirmed the Demised Premises, as soon as practicable. For the purposes hereof, Parties expressly agree and acknowledge that the portions of the Demised Premises that are encroached are delineated in Schedule 2 hereof. Parties expressly agree that “encroachments existing on the date hereof” and words of similar import shall imply those portions of the Demised Premises that are encroached on the date hereof, as identified in Schedule 2 hereofforegoing warranties each time it executes a Lease Schedule.
8.1.9 The Lessee, from the Effective Date and throughout the Term, accepts the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Airport and the Demised Premises including the structures and buildings thereon and agrees to hold harmless and indemnify the Lessor from and against any loss, expense (including legal fees), claim, damage, cost or liability or any compensation agreed with any Third Party which the Lessor may sustain from or in relation to the condition, operation, repair, replacement, maintenance and management of the Airport and the Demised Premises including the structures and buildings thereon.
Appears in 1 contract
Samples: Master Lease Agreement (Universal Money Centers Inc)
Lessee's Warranties. 8.1 The Lessee hereby represents, warrants, acknowledges and undertakes, to and for the benefit of the Lessor, that:
8.1.1 Throughout the Term, it shall develop the Airport in accordance with the provisions of the OMDA.
8.1.2 It has conducted a thorough due diligence of the Demised Premises, along with all buildings and/or structures thereon (“Due Diligence”), and hereby confirms that the Demised Premises along with any and all buildings and/or structures thereon (in their present form) are fit for purpose. In this regard, the Lessee further acknowledges that it shall have no recourse against the Lessor if it is, at a later date, found that the Demised Premises or any building or structure thereon, is/are deficient in any manner whatsoever (“Deficiency”). If a Deficiency is found, the Lessee hereby acknowledges and agrees that it shall, at its own cost and at no cost to the Lessor, take all appropriate measures to remedy the same.
8.1.3 It shall use the Demised Premises only for the purposes of construction, ownership, operation, management, inspection, maintenance, repair and business of the Project and for any other purposes ancillary thereto, in accordance with the terms of the OMDA.
8.1.4 It shall regularly pay the Lease Rent as provided for under Article 4.1 hereinabove and shall observe, abide by and fulfill each of its obligations and covenants set forth herein.
8.1.5 It shall obtain or cause to be obtained and shall maintain throughout the Term all regulatory approvals, clearances, permits and consents, including any and all environmental approvals, clearances, permits or consents, that may be required in order for the Lessee to undertake the Project in accordance with the terms of the OMDA.
8.1.6 It shall not do or permit to be done on the Demised Premises or the structures thereon, any activities, which may be contrary to any Applicable Law.
8.1.7 It shall indemnify the Lessor in respect of any applicable charges, deposits and other monies levied by Third Parties for and in relation to the provision by such Third Parties to the Lessee of water, electricity, telephone and communication facilities.
8.1.8 It shall (i) keep and maintain the Demised Premises and the buildings and structures thereon in good and habitable condition at all times and (ii) shall ensure that the Demised Premises will be free from encroachments at all times (except encroachments existing on the date hereof) and to the extent that there occur and/or exist any Encumbrances on the Demised Premises shall use its best endeavors to remove such Encumbrances from the Demised Premises, as soon as practicable. For the purposes hereof, Parties expressly agree and acknowledge that the portions of the Demised Premises that are encroached are delineated in Schedule 2 hereof. Parties expressly agree that “encroachments existing on the date hereof” and words of similar import shall imply those portions of the Demised Premises that are encroached on the date hereof, as identified in Schedule 2 hereof.
8.1.9 The Lessee, from the Effective Date and throughout the Term, accepts the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Airport and the Demised Premises including the structures and buildings thereon and agrees to hold harmless and indemnify the Lessor from and against any loss, expense (including legal fees), claim, damage, cost or liability or any compensation agreed with any Third Party which the Lessor may sustain from or in relation to the condition, operation, repair, replacement, maintenance and management of the Airport and the Demised Premises including the structures and buildings thereon.thereon.
Appears in 1 contract
Samples: Lease Deed
Lessee's Warranties. 8.1 The (A) Lessee hereby representsrepresents and warrants to Lessor that it is a corporation or partnership duly organized, warrants, acknowledges validly existing and undertakes, to and for in good standing under the benefit laws of the jurisdiction of its organization and that it is qualified to do business in every jurisdiction where the failure to qualify would have a materially adverse effect on Lessor's rights hereunder; it has taken all corporate or partnership action which may be required to authorize the execution, that:
8.1.1 Throughout delivery and performance of this Lease, and such execution, delivery and performance will not conflict with or violate any provision of its Charter or Articles or Certificate of Incorporation, By-laws or any provisions thereof, or in the Termcase of a partnership, its Certificate of Partnership or Limited Partnership and its Partnership Agreement, or result in a default or acceleration of any obligation under any agreement, order, decree or judgment to which it shall develop is a party or by which it is bound, nor is it now in default under any of the Airport same; there is no litigation or proceeding pending or threatened against it which may have a materially adverse effect on Lessee or which would prevent or hinder the performance by it of its obligations hereunder; this Lease and the attendant documents constitute valid obligations of the Lessee, binding and enforceable against it in accordance with their respective terms; no action by or with any commission or administrative agency is required in connection herewith; it has the provisions power to own its assets and to transact business in which it is engaged; it will give to Lessor prompt notice of the OMDAany change in its name, identity or structure.
8.1.2 It has conducted a thorough due diligence of the Demised Premises, along with all buildings and/or structures thereon (“Due Diligence”), B) first shall consent thereto in writing and hereby confirms that the Demised Premises along with any and all buildings and/or structures thereon (in their present form) are fit for purpose. In this regard, the Lessee further acknowledges that it shall have no recourse against obtained from all persons having any interest in the Lessor if it isRealty written consents which approve such attachment, at a later date, found that the Demised Premises waive any claims to or any building or structure thereon, is/are deficient in any manner whatsoever (“Deficiency”). If a Deficiency is found, the Lessee hereby acknowledges encumbrances upon attached Items and agrees that it shall, at its own cost and at no cost consent to the Lessor, take all appropriate measures to remedy the same.
8.1.3 It shall use the Demised Premises only for the purposes detachment and removal of construction, ownership, operation, management, inspection, maintenance, repair and business of the Project and for such Items at any other purposes ancillary thereto, in accordance with the terms of the OMDA.
8.1.4 It shall regularly pay the Lease Rent as provided for under Article 4.1 hereinabove and shall observe, abide time by and fulfill each of its obligations and covenants set forth herein.
8.1.5 It shall obtain Lessor or cause to be obtained and shall maintain throughout the Term all regulatory approvals, clearances, permits and consents, including any and all environmental approvals, clearances, permits or consents, that may be required in order for the Lessee to undertake the Project in accordance with the terms of the OMDA.
8.1.6 It shall not do or permit to be done on the Demised Premises or the structures thereon, any activities, which may be contrary to any Applicable Law.
8.1.7 It shall indemnify the Lessor in respect Lessee. Notwithstanding attachment of any applicable chargesItems to Realty, deposits and other monies levied by Third Parties for and in relation to all the provision by such Third Parties to the Lessee of water, electricity, telephone and communication facilities.
8.1.8 It shall (i) keep and maintain the Demised Premises and the buildings and structures thereon in good and habitable condition Equipment at all times shall be and (ii) remain personal property. Upon termination of Lessee's right to possession of the Equipment, whether by expiration of the Term or otherwise, Lessee at its sole cost and expense shall ensure that detach and remove the Demised Premises will be free from encroachments at all times (except encroachments existing on the date hereof) and to the extent that there occur and/or exist any Encumbrances on the Demised Premises shall use its best endeavors to remove such Encumbrances Equipment from the Demised Premises, as soon as practicable. For the purposes hereof, Parties expressly agree Realty and acknowledge that the portions of the Demised Premises that are encroached are delineated in Schedule 2 hereof. Parties expressly agree that “encroachments existing on the date hereof” and words of similar import shall imply those portions of the Demised Premises that are encroached on the date hereof, as identified in Schedule 2 hereof.
8.1.9 The Lessee, save Lessor harmless from the Effective Date and throughout the Term, accepts the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Airport and the Demised Premises including the structures and buildings thereon and agrees to hold harmless and indemnify the and defend Lessor from and against any claim, demand, loss, expense (including legal fees)liability, claimand damage arising from such detachment or removal, damage, cost or liability or any compensation agreed with any Third Party which the Lessor may sustain from or in relation to the condition, operation, repair, replacement, maintenance and management of the Airport and the Demised Premises including the structures and buildings thereon.both.
Appears in 1 contract
Samples: Master Lease Purchase Agreement (Vitesse Semiconductor Corp)
Lessee's Warranties. 8.1 The Lessee hereby representswarrants to Lessor that (a) if Lessee is a corporation or partnership, warrantsit is duly organized, acknowledges validly existing and undertakes, to and for in good standing under the benefit laws of the Lessorstate indicated above, that:
8.1.1 Throughout has the Term, it shall develop power to own its property and to carry on its business and is duly qualified and in good standing and registered as a foreign entity authorized to do business in all jurisdictions where the Airport character of the properties owned or the nature of the activities conducted make such qualification necessary; (b) this Agreement has been duly and validly executed and delivered by Lessee and constitutes the valid and binding obligation of Lessee enforceable in accordance with its terms; (c) the provisions execution and performance of the OMDA.
8.1.2 It has conducted this Agreement by Lessee will not violate any law or regulation or, if Lessee is a thorough due diligence of the Demised Premisescorporation, along with Lessee’s corporate charter or by-laws; nor will it constitute a default under any agreement to which Lessee is now a party; (d) all buildings and/or structures thereon (“Due Diligence”), financial statements and hereby confirms that the Demised Premises along with any and all buildings and/or structures thereon (in their present form) are fit for purpose. In this regard, the information which have been or may hereafter be submitted to Lessor relating to Lessee further acknowledges that it shall have no recourse against the Lessor if it is, at a later date, found that the Demised Premises or any building or structure thereonGuarantor have been and will be complete, is/are deficient in any manner whatsoever (“Deficiency”). If a Deficiency is found, the Lessee hereby acknowledges true and agrees that it shall, at its own cost correct and at no cost to the Lessor, take all appropriate measures to remedy the same.
8.1.3 It shall use the Demised Premises only for the purposes of construction, ownership, operation, management, inspection, maintenance, repair have been and business of the Project and for any other purposes ancillary thereto, will be prepared in accordance with generally accepted accounting principles; (e) there has been no material adverse change in the terms financial condition of Lessee or any Guarantor since the last submission of such financial information to Lessor; and (f) Lessee, to the best of its knowledge, is not in violation of any existing laws, ordinances, decrees, orders, governmental rules or regulations to which it is subject and has, or when required by applicable law, will secure all the licenses, zoning variances, environmental authorizations and other permits and regulatory approvals necessary for the operation of its business. Lessee agrees to delivery to Lessor at any time or times hereafter such documents, including, without limitation, certified resolutions and legal opinions, as Lessor may reasonably request to show Lessee's compliance with the foregoing. Each of the OMDA.
8.1.4 It above warranties shall regularly pay the Lease Rent as provided for under Article 4.1 hereinabove be continuing and shall observe, abide by and fulfill each of its obligations and covenants set forth herein.
8.1.5 It shall obtain or cause to be obtained and shall maintain throughout the Term all regulatory approvals, clearances, permits and consents, including any and all environmental approvals, clearances, permits or consents, that may be required in order for the Lessee to undertake the Project in accordance deemed remade concurrently with the terms of the OMDA.
8.1.6 It shall not do or permit to be done on the Demised Premises or the structures thereon, any activities, which may be contrary to any Applicable Law.
8.1.7 It shall indemnify the Lessor in respect of any applicable charges, deposits and other monies levied execution by Third Parties for and in relation to the provision by such Third Parties to the Lessee of water, electricity, telephone and communication facilitieseach Schedule.
8.1.8 It shall (i) keep and maintain the Demised Premises and the buildings and structures thereon in good and habitable condition at all times and (ii) shall ensure that the Demised Premises will be free from encroachments at all times (except encroachments existing on the date hereof) and to the extent that there occur and/or exist any Encumbrances on the Demised Premises shall use its best endeavors to remove such Encumbrances from the Demised Premises, as soon as practicable. For the purposes hereof, Parties expressly agree and acknowledge that the portions of the Demised Premises that are encroached are delineated in Schedule 2 hereof. Parties expressly agree that “encroachments existing on the date hereof” and words of similar import shall imply those portions of the Demised Premises that are encroached on the date hereof, as identified in Schedule 2 hereof.
8.1.9 The Lessee, from the Effective Date and throughout the Term, accepts the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Airport and the Demised Premises including the structures and buildings thereon and agrees to hold harmless and indemnify the Lessor from and against any loss, expense (including legal fees), claim, damage, cost or liability or any compensation agreed with any Third Party which the Lessor may sustain from or in relation to the condition, operation, repair, replacement, maintenance and management of the Airport and the Demised Premises including the structures and buildings thereon.
Appears in 1 contract
Samples: Pos Equipment Leasing Agreement
