Common use of Representations and Liability Clause in Contracts

Representations and Liability. Neither Landlord nor Landlord’s managing agent, if any, has made any warranties, representations, statements or promises with respect to the Premises, the Building, the Land, the Building systems, any additional rent, any Law or any other matter, unless expressly set forth in this lease. This lease contains the entire agreement between Landlord and Tenant with respect to the subject matter of this lease, and any previous agreements between Landlord and Tenant are merged in this lease, which alone expresses their agreement. Tenant is entering into this lease after full investigation, and is not relying on any warranties, representations, statements or promises made by Landlord or any other person not expressly set forth in this lease, and is not acquiring any rights of any nature, by implication or otherwise, except as expressly set forth in this lease. No act or omission of Landlord or Tenant, or their respective employees, agents or contractors, including the delivery or acceptance of keys, shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless it is in a writing signed by Landlord. Any employee of Landlord, Landlord’s managing agent, if any, or the Building to whom any property is entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to that property and neither Landlord nor Landlord’s managing agent, if any, shall be liable for any damages to or loss of property of Tenant or others entrusted to employees, agents or contractors of Landlord, Landlord’s managing agent, if any, or the Building. Neither Landlord nor Landlord’s managing agent, if any, shall be liable for any injury, damage or loss to Tenant, Tenant’s Property, Tenant’s Work, Tenant’s business or to any other person or property resulting from any cause, except to the extent caused by the negligence or willful misconduct of Landlord, Landlord’s managing agent, if any, or their respective employees, agents or contractors, subject to Section 13.4. If, at any time or from time to time, any windows of the Premises are temporarily closed, blocked or darkened for any reason, or permanently closed, blocked or darkened if required by any Law or due to any construction on property adjacent to the Building by any person, including Landlord or any person in which Landlord has an interest (a) Landlord shall not be liable for any loss or damage Tenant may sustain thereby, (b) Tenant shall not be entitled to any compensation or abatement of the Rent, (c) Tenant shall not be relieved of its obligations under this lease and (d) it shall not constitute an eviction or constructive eviction of Tenant from the Premises. In the event of a transfer or lease of the Building (a) the transferor or lessor shall be and hereby is relieved of all obligations and liabilities of Landlord under this lease accruing after the effective date of the transfer or lease, and (b) the transferee or lessee shall be deemed to have assumed all of Landlord’s obligations and liabilities under this lease effective from and after the effective date of the transfer or lease. Landlord, its partners, members, shareholders, officers, directors and principals, disclosed or undisclosed, have no personal liability under or in connection with this lease. Tenant shall look only to Landlord’s interest in the Building and the Land for the satisfaction of Tenant’s remedies or to collect any judgment requiring the payment of money by Landlord under or in connection with this lease, and no other assets of Landlord or such persons shall be subject to lien, levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies or the collection of any judgment under or in connection with this lease. If Tenant acquires a lien on such other property or assets by judgment or otherwise, Tenant shall promptly release that lien by signing, acknowledging and delivering to Landlord any instrument, prepared by Landlord, required for the lien to be released.

Representations and Liability. Section 24.1 Neither Landlord nor any of Landlord’s managing agentagents, if any, employees or representatives has made any warranties, representations, statements or promises with respect to the Premises, the Building, the Land, the Building systems, any additional rent, any Law or any other matter, unless expressly set forth in this leaseLease. This lease contains Lease, Escrow Agreement and the ASA contain the entire agreement between Landlord and Tenant with respect to the subject matter of this leaseLease, and any previous agreements between Landlord and Tenant are merged in this leaseLease, which alone expresses their agreement. Tenant is entering into this lease Lease after full investigation, and is not relying on any warranties, representations, statements or promises made by Landlord or any other person not expressly set forth in this leaseLease or in the ASA, and is not acquiring any rights of any nature, by implication or otherwise, except as expressly set forth in this lease. Lease. Section 24.2 No act or omission of Landlord or Tenant, or their respective employees, agents or contractors, including the delivery or acceptance of keys, shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless it is in a writing signed by Landlord. Any employee of Landlord, Landlord’s managing agent, if any, or the Building to whom any property is entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to that property and neither Landlord nor Landlord’s managing agent, if any, shall be liable for any damages to or loss of property of Tenant or others entrusted to employees, agents or contractors of Landlord, Landlord’s managing agent, if any, or the Building. . Section 24.3 Neither Landlord nor Landlord’s managing agent, if any, shall be liable for any injury, damage or loss to Tenant, Tenant’s Property, Tenant’s Work, Tenant’s business or to any other person or property resulting from any cause, except to the extent caused by the negligence act or willful misconduct omission of Landlord, Landlord’s managing agent, if any, or their respective employees, agents or contractors, subject to Section 13.4. . Section 24.4 If, at any time or from time to time, any windows of the Premises are temporarily closed, blocked or darkened for any reason, or permanently closed, blocked or darkened if required by any Law or due to any construction on property adjacent to the Building by any person, including Landlord or any person in which Landlord has an interest (a) Landlord shall not be liable for any loss or damage Tenant may sustain thereby, (b) Tenant shall not be entitled to any compensation or abatement of the Rent, (c) Tenant shall not be relieved of its obligations under this lease Lease and (d) it shall not constitute an eviction or constructive eviction of Tenant from the Premises. In . Section 24.5 Subject to the provisions of Section 27.1, in the event of a transfer or lease of the Building (a) the transferor or lessor Landlord shall be and hereby is relieved of all obligations and liabilities of Landlord under this lease Lease accruing after the effective date of the transfer or lease, assumption by the transferee; and (b) the transferee or lessee shall be deemed to have assumed all of Landlord’s obligations and liabilities under this lease Lease effective from and after the effective date of the transfer or lease. transfer. Section 24.6 Landlord, its partners, members, shareholders, officers, directors and principals, disclosed or undisclosed, have no personal liability under or in connection with this lease. Tenant shall look only to Landlord’s interest in the Building Premises and the Land Carling Campus for the satisfaction of Tenant’s remedies or to collect any judgment requiring the payment of money by Landlord under or in connection with this lease, and no other assets of Landlord or such persons shall be subject to lien, levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies or the collection of any judgment under or in connection with this lease. If Tenant acquires a lien on such other property or assets by judgment or otherwise, Tenant shall promptly release that lien by signing, acknowledging and delivering to Landlord any instrument, prepared by Landlord, required for the lien to be released.

Representations and Liability. Section 23.1 Neither Landlord nor Landlord’s managing agent, if any, has made any warranties, representations, statements or promises with respect to the Premises, the Building, the Land, the Building systems, any additional rentAdditional Rent, any Law or any other matter, unless expressly set forth in this lease. This lease contains the entire agreement between Landlord and Tenant with respect to the subject matter of this lease, and any previous agreements between Landlord and Tenant are merged in this lease, which alone expresses their agreement. Tenant is entering into this lease after full investigation, and is not relying on any warranties, representations, statements or promises made by Landlord or any other person not expressly set forth in this lease, and is not acquiring any rights of any nature, by implication or otherwise, except as expressly set forth in this lease. . Section 23.2 No act or omission of Landlord or Tenant, or their respective employees, agents or contractors, including the delivery or acceptance of keys, shall will be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall will be valid unless it is in a writing signed by Landlord. Any employee of Landlord, Landlord’s managing agent, if any, or the Building to whom any property is entrusted by or on behalf of Tenant shall will be deemed to be acting as Tenant’s agent with respect to that property and neither Landlord nor Landlord’s managing agent, if any, shall will be liable for any damages to or loss of property of Tenant or others entrusted to employees, agents or contractors of Landlord, Landlord’s managing agent, if any, or the Building. . Section 23.3 Neither Landlord nor Landlord’s managing agent, if any, shall will be liable for any injury, damage or loss to Tenant, Tenant’s Property, Tenant’s Work, Tenant’s business or to any other person or property resulting from any cause, except to the extent caused by the negligence or willful misconduct of Landlord, Landlord’s managing agent, if any, or their respective employees, agents or contractors, subject to Section 13.4. . Section 23.4 If, at any time or from time to time, any windows of the Premises are temporarily closed, blocked or darkened for any reason, or permanently closed, blocked or darkened if required by any Law or due to any construction on property adjacent to the Building by any person, including Landlord or any person in which Landlord has an interest (a) Landlord shall will not be liable for any loss or damage Tenant may sustain thereby, (b) Tenant shall will not be entitled to any compensation or abatement of the Rent, (c) Tenant shall will not be relieved of its obligations under this lease and (d) it shall will not constitute an eviction or constructive eviction of Tenant from the Premises. . Section 23.5 In the event of a transfer or lease of the Building (a) the transferor or lessor shall will be and hereby is relieved of all obligations and liabilities of Landlord under this lease accruing after the effective date of the transfer or lease, and (b) the transferee or lessee shall will be deemed to have assumed all of Landlord’s obligations and liabilities under this lease effective from and after the effective date of the transfer or lease. . Section 23.6 Landlord, its partners, members, shareholders, officers, directors and principals, disclosed or undisclosed, have no personal liability under or in connection with this lease. Tenant shall will look only to Landlord’s interest in the Building and the Land for the satisfaction of Tenant’s remedies or to collect any judgment requiring the payment of money by Landlord under or in connection with this lease, and no other assets of Landlord or such persons shall will be subject to lien, levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies or the collection of any judgment under or in connection with this lease. If Tenant acquires a lien on such other property or assets by judgment or otherwise, Tenant shall will promptly release that lien by signing, acknowledging and delivering to Landlord any instrument, prepared by Landlord, required for the lien to be released. Section 23.7 (a) If Tenant requests Landlord’s consent or approval under this lease and Landlord denies or delays Landlord’s consent or approval, Landlord will have no liability therefor and Tenant will not be entitled to any damages. Tenant’s sole remedy will be as provided in paragraph (b) of this Section, and that remedy will be available only if Landlord has in this lease, with respect to the subject of the request, agreed not to unreasonably withhold or delay Landlord’s consent or approval. However, if any such consent or approval is deemed given pursuant to the provisions of this lease, then that will be Tenant’s sole remedy. Except as otherwise expressly set forth in this lease, Landlord’s consent or approval, to be effective, must be in a writing signed by Landlord.

Representations and Liability. Section 23.1 Neither Landlord nor Landlord’s managing agent, if any, has made any warranties, representations, statements or promises with respect to the Premises, the Building, the Land, the Building systems, any additional rent, any Law or any other matter, unless expressly set forth in this lease. This lease contains the entire agreement between Landlord and Tenant with respect to the subject matter of this lease, and any previous agreements between Landlord and Tenant are merged in this lease, which alone expresses their agreement. Tenant is entering into this lease after full investigation, and is not relying on any warranties, representations, statements or promises made by Landlord or any other person not expressly set forth in this lease, and is not acquiring any rights of any nature, by implication or otherwise, except as expressly set forth in this lease. any Section 23.2 No act or omission of Landlord or Tenant, or their respective employees, agents or contractors, including the delivery or acceptance of keys, shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless it is in a writing signed by Landlord. Any employee of Landlord, LandlordXxxxxxxx’s managing agent, if any, or the Building to whom any property is entrusted by or on behalf of Tenant shall be deemed to be acting as TenantXxxxxx’s agent with respect to that property and neither Landlord nor Landlord’s managing agent, if any, shall be liable for any damages to or loss of property of Tenant or others entrusted to employees, agents or contractors of Landlord, LandlordXxxxxxxx’s managing agent, if any, or the Building. . Section 23.3 Neither Landlord nor Landlord’s managing agent, if any, shall be liable for any injury, damage or loss to Tenant, Tenant’s Property, Tenant’s Work, TenantXxxxxx’s business or to any other person or property resulting from any cause, except to the extent caused by the negligence or willful misconduct of Landlord, LandlordXxxxxxxx’s managing agent, if any, or their respective employees, agents or contractors, subject to Section 13.4. . Section 23.4 If, at any time or from time to time, any windows of the Premises are temporarily closed, blocked or darkened for any reason, or permanently closed, blocked or darkened if required by any Law or due to any construction on property adjacent to the Building by any person, including Landlord or any person in which Landlord has an interest (a) Landlord shall not be liable for any loss or damage Tenant may sustain thereby, (b) Tenant shall not be entitled to any compensation or abatement of the Rent, (c) Tenant shall not be relieved of its obligations under this lease and (d) it shall not constitute an eviction or constructive eviction of Tenant from the Premises. . Section 23.5 In the event of a transfer or lease of the Building (a) the transferor or lessor shall be and hereby is relieved of all obligations and liabilities of Landlord under this lease accruing after the effective date of the transfer or lease, and (b) the transferee or lessee shall be deemed to have assumed all of Landlord’s obligations and liabilities under this lease effective from and after the effective date of the transfer or lease. . Section 23.6 Landlord, its partners, members, shareholders, officers, directors and principals, disclosed or undisclosed, have no personal liability under or in connection with this lease. Tenant shall look only to LandlordXxxxxxxx’s interest in the Building and the Land for the satisfaction of TenantXxxxxx’s remedies or to collect any judgment requiring the payment of money by Landlord under or in connection with this lease, and no other assets of Landlord or such persons shall be subject to lien, levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies or the collection of any judgment under or in connection with this lease. If Tenant acquires a lien on such other property or assets by judgment or otherwise, Tenant shall promptly release that lien by signing, acknowledging and delivering to Landlord any instrument, prepared by Landlord, required for the lien to be released. Section 23.7 (a) If Tenant requests Landlord’s consent or approval under this lease and Landlord denies or delays Landlord’s consent or approval, Landlord shall have no

Representations and Liability. Section 23.1 Neither Landlord nor Landlord’s 's managing agent, if any, has made any warranties, representations, statements or promises with respect to the Premises, the Building, the Land, the Building systems, any additional rent, any Law or any other matter, unless expressly set forth in this lease. This lease contains the entire agreement between Landlord and Tenant with respect to the subject matter of this lease, and any previous agreements between Landlord and Tenant are merged in this lease, which alone expresses their agreement. Tenant is entering into this lease after full investigation, and is not relying on any warranties, representations, statements or promises made by Landlord or any other person not expressly set forth in this lease, and is not acquiring any rights of any nature, by implication or otherwise, except as expressly set forth in this lease. . Section 23.2 No act or omission of Landlord or Tenant, or their respective employees, agents or contractors, including the delivery or acceptance of keys, shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless it is in a writing signed by Landlord. Any employee of Landlord, Landlord’s 's managing agent, if any, or the Building to whom any property is entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s 's agent with respect to that property and neither Landlord nor Landlord’s 's managing agent, if any, shall be liable for any damages to or loss of property of Tenant or others entrusted to employees, agents or contractors of Landlord, Landlord’s 's managing agent, if any, or the Building. . Section 23.3 Neither Landlord nor Landlord’s 's managing agent, if any, shall be liable for any injury, damage or loss to Tenant, Tenant’s 's Property, Tenant’s 's Work, Tenant’s 's business or to any other person or property resulting from any cause, except to the extent caused by the gross negligence or willful misconduct of Landlord, Landlord’s 's managing agent, if any, or their respective employees, agents or contractors, subject to Section 13.4. If, at any time or from time to time, any windows of the Premises are temporarily closed, blocked or darkened for any reason, or permanently closed, blocked or darkened if required by any Law or due to any construction on property adjacent to the Building by any person, including Landlord or any person in which Landlord has an interest (a) Landlord shall not be liable for any loss or damage Tenant may sustain thereby, (b) Tenant shall not be entitled to any compensation or abatement of the Rent, (c) Tenant shall not be relieved of its obligations under this lease and (d) it shall not constitute an eviction or constructive eviction of Tenant from the Premises. . Section 23.4 In the event of a transfer or lease of the Building (a) the transferor or lessor shall be and hereby is relieved of all obligations and liabilities of Landlord under this lease accruing after the effective date of the transfer or lease, and (b) the transferee or lessee shall be deemed to have assumed all of Landlord’s 's obligations and liabilities under this lease effective from and after the effective date of the transfer or lease. . Section 23.5 Landlord, its partners, members, shareholders, officers, directors and principals, disclosed or undisclosed, have no personal liability under or in connection with this lease. Tenant shall look only to Landlord’s 's interest in the Building and the Land for the satisfaction of Tenant’s 's remedies or to collect any judgment requiring the payment of money by Landlord under or in connection with this lease, and no other assets of Landlord or such persons shall be subject to lien, levy, execution or other enforcement procedure for the satisfaction of Tenant’s 's remedies or the collection of any judgment under or in connection with this lease. . Section 23.6 If Tenant acquires a lien on such other property requests Landlord's consent or assets by judgment approval under this lease and Landlord denies or otherwisedelays Landlord's consent or approval, Landlord shall have no liability therefor and Tenant shall promptly release not be entitled to any damages. Tenant's sole remedy shall be an action for specific performance, and that lien by signingremedy shall be available only if Landlord has in this lease, acknowledging with respect to the subject of the request, agreed not to unreasonably withhold or delay Landlord's consent or approval (and delivering Landlord has, in fact, unreasonably withheld or delayed such consent or approval). Except as otherwise expressly set forth in this lease, Landlord's consent or approval, to Landlord any instrumentbe effective, prepared must be in a writing signed by Landlord. Section 23.7 This lease and the obligations of Tenant to pay the Rent and perform Tenant's other obligations under this lease shall not be waived, required for the lien delayed or otherwise affected in any manner, and Landlord shall have no liability, if Landlord is unable to comply with, or is delayed in complying with, any of Landlord's obligations under this lease by reason of any strike, labor trouble, accident, Law or other cause beyond Landlord's reasonable control ("Unavoidable Events"). Section 23.8 Tenant shall not perform or permit to be releasedperformed any act which may subject Landlord or Landlord's managing agent, if any, to any liability. Tenant shall, to the extent not caused by the gross negligence or willful misconduct of Landlord, indemnify, defend and hold harmless Landlord and Landlord's managing agent, if any, from and against (a) all claims arising from any act or omission of Tenant, its contractors, agents, employees, invites or visitors, (b) all claims arising from any accident, injury or damage to any person or property in the Premises during the Term or when Tenant is in possession of the Premises, and/or (c) Tenant's failure to comply with Tenant's obligations under this lease (whether or not a Default), and all liabilities, damages, losses, fines, costs and expenses (including reasonable attorneys' fees and disbursements) incurred in connection with any such claim or failure. Section 23.9 Tenant represents and warrants that (i) neither Tenant nor any person, group or entity who owns any direct or indirect beneficial interest in Tenant or any of them, is listed on the list maintained by the Unites States Department of the Treasury, Office of Foreign Assets Control (commonly known as the OFAC List) or otherwise qualifies as a terrorist, "Specially Designated National", "Blocked Person" or a person with whom business by a United States citizen or resident is prohibited (each a "Prohibited Person")