LESSOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS Sample Clauses

LESSOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessor hereby represents, warrants and covenants as follow:

LESSOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessor warrants and represents to Lessee as follows as of the date of this Agreement, the Conditions Satisfaction Date (or, if applicable, the Outside Option Exercise Date), and the Lease Effective Date, and where indicated covenants and agrees as follows:

LESSOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessor represents, warrants and covenants to Lessee that: (a) as of the date the Building and the Leasehold Improvements are substantially completed, all persons and entities supplying labor, materials and equipment to the Premises, Building or Property will be paid when due, and there shall be no claims of liens affecting the Premises, Building or Property; (b) as of the Commencement Date, the Premises, Building and Property do not and shall not, to the best of Lessor's actual knowledge after reasonable inquiry, violate any applicable building or zoning ordinances; (c) as of the Commencement Date, no assessments for public improvements will have been made against the Premises, Building or Property which are delinquent; (d) Lessor has good right and full power to execute and enter into this Lease; (e) as of the commencement of construction Lessor will be the sole owner in fee of the Property and as of the Commencement Date, Lessor will be the sole owner in fee of the Building 19 Property; (f) as of the Commencement Date, the Property and the Building 19 Property will each be a separate legal lot or parcel and will be properly subdivided, platted, designated, and zoned so as to permit the uses of the Property and the Building 19 Property contemplated by this Lease. Upon the Property and the Building 19 Property being properly subdivided, the parties agree to substitute for Exhibit A separate legal descriptions of the Property and the Building 19 Property. Lessor warrants and represents to Lessee that as of the date hereof Lessor (either by itself or through an affiliate whose interests are freely assignable to Lessor) holds an enforceable right to purchase the Property and the Building 19 Property. Lessor agrees that it will keep its right to purchase the Property and the Building 19 Property in good standing and in full force and effect and that it will take all necessary steps to close the purchase of the Property and the Building 19 Property in sufficient time to perform all its obligations hereunder. On or before the commencement of construction Lessor shall deliver to Lessee a copy of the recorded deed and the owner's title insurance policy showing that Lessor is vested in title to the Property and by the Commencement Date Lessor shall deliver to Lessee a copy of the recorded deed and the owner's title insurance policy showing that Lessor is vested in title to the Building 19 Property.

LESSOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessor represents, warrants and covenants to Lessee as follows: (a) Lessor is a limited liability company organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to transact business in the State of California. (b) Lessor has taken all necessary action to authorize the execution, delivery and performance of this Lease and the Related Instruments. This Lease and the Related Instruments constitute the legal, valid and binding obligations of Lessor. (c) Lessor has the right, power, legal capacity and authority to enter into and perform its obligations under this Lease and the Related Instruments, and no approval or consent of any Person is required in connection with Lessor’s execution and performance of this Lease and the Related Instruments which has not been obtained. The execution and performance of this Lease and the Related Instruments will not result in or constitute any default or event that would be, or with notice or lapse of time or both would be, a default, breach or violation of the organizational instruments governing Lessor or any agreement or any deed restriction or order or decree of any court or other governmental authority to which Lessor is a party or to which it is a subject.

LESSOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessor represents, warrants and covenants to Lessee as at the date of this Agreement and on the Delivery Date, on the basis of the facts and circumstances as at the relevant date, that:

LESSOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessor --------------------------------------------------- hereby represents, warrants, and covenants the following to Lessee:

LESSOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessor represents, warrants and covenants to Lessee as follows: (a) Lessor is a limited liability company organized, validly existing and in good standing under the laws of the State of Delaware. (b) TriNet Corporate Realty Trust, Inc., a Maryland corporation ("TriNet"), owns all membership interests in Lessor. (c) Lessor's charter documents limit and, so long as this Lease is in effect, will limit Lessor's purpose to acquiring, owning, holding, selling, assigning, leasing, mortgaging and otherwise dealing with the Premises, and other lawful activities incidental thereto, including entering into and performing its obligations hereunder. (d) Lessor has taken, and, so long as this Lease is in effect, will take, the following steps to ensure that it operates and maintains its legal status as an independent entity separate and distinct from TriNet ("Separateness Criteria"): (i) maintain bank accounts separate from those of TriNet and any Affiliate and shall prepare and maintain its financial statements in accordance with GAAP; (ii) conduct its business in its own name; EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (iii) maintain financial statements separate from TriNet; (iv) pay any liabilities out of its own funds and directly manage its own liabilities; (v) not guarantee or become obligated for the debts of any other entity, including TriNet and any Affiliate or hold out its credit as being available to satisfy the obligations of others; (vi) hold itself out as an entity separate from TriNet and any Affiliate. (e) Lessor's only material assets, on and after the date hereof, will be the Premises and cash obtained by Lessor from TriNet by way of capital contribution and from Lease payments. (f) TriNet, in connection with organizing and capitalizing Lessor and in each transaction relating to the acquisition of the Premises, did not and will not have the actual intent to hinder, delay or defraud any entity to which TriNet was, or became on or after the date of such transfer, indebted.

LESSOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS. 26.1. The Lessor hereby represents warrants and covenants as follows:

LESSOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS. Notwithstanding and as the sole exception to Section 5(a), (i) FSB represents and warrants that it is a national banking association duly organized, validly existing and in good standing under the laws of the United States and has all requisite corporate power, authority and legal right to enter into and to perform its obligations under the 1997 Trust Agreement, (ii) Lessor represents and warrants that (A) unless a Default or an Event of Default shall have occurred and be continuing neither Lessor nor anyone claiming by, under or through Lessor shall take any actions inconsistent with Lessee's right of quiet enjoyment; (B) FSB holds all material licenses, certificates and permits necessary for the conduct of its business as now conducted; (C) the execution, delivery and performance of this Lease has been duly authorized by all necessary corporate action of Lessor, and does not and will not (1) result in the violation of the provisions of the charter documents or bylaws of Lessor as in effect on the date hereof, (2) require stockholder approval or approval or consent of any trustee or holders of any indebtedness of Lessor, except such approvals which have been obtained and are in full force and effect, (3) contravene any law, rule or regulation or any order of any Government Entity binding on Lessor, nor (4) conflict with or result in a breach of any terms or provisions of or constitute a default under, or result in or require the creation or imposition of any Lien upon any material property or assets of Lessor under, any indenture, mortgage or other agreement or instrument as in effect on the date hereof to which Lessor is a party or by which it or any of its property is bound, or any applicable law, rule or regulation, judgment, order or decree of any Government Entity or court having jurisdiction over Lessor or any of its properties; and (D) this Lease constitutes the legal, valid and binding obligation of Lessor, enforceable against Lessor in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and, to the extent that certain remedies require or may require enforcement by a court of equity, by such principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) as a court having jurisdiction may impose.

LESSOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS. Notwithstanding and as the sole exception to SECTION 5(A), (i) FSB represents and warrants that it is a national banking association duly organized, validly existing and in good standing under the laws of the United States and has all requisite corporate power, authority and legal right to enter into and to perform its obligations under the 1997 Trust Agreement;