Representations and Warranties of Assignor and Assignee. Each of Assignor and Assignee hereby represents and warrants that:
a. Assignee’s intended use of the Premises is not inconsistent with the use permitted under the Lease, as amended by the First Amendment.
b. Assignee is a Delaware limited liability company in good standing.
c. Assignee has a good reputation in the business community in which it has conducted its businesses and its business reputation and business credit history is consistent with other business conducted on the Premises.
d. Assignee’s intended use of the Premises will not increase the hazardous substance liability to the Premises and will not otherwise adversely affect the County’s interest in the Premises.
e. Assignee is capable of operating an aviation business as contemplated by the terms of the Lease, as amended by the First Amendment, and has business experience and management ability that is equal to or greater than that of the Assignor.
f. The Assignment will not result in a reduction in Ground Rent paid under the Lease.
g. Assignor and Assignee have the legal right and authority to enter into this Consent and each has received all necessary approvals to do so.
Representations and Warranties of Assignor and Assignee. (a) Assignor hereby represents and warrants to Assignee that (i) Assignor has full power and authority to enter into this Assignment; (ii) Assignor has sole title to the Schostak Membership Interest and, as of the date hereof, the Schostak Membership Interest is not subject to any conveyance, sale, transfer, encumbrance, pledge, hypothecation or assignment and is free and clear of any liens or encumbrances whatsoever; (iii) upon the execution and delivery of this Assignment, Assignor shall have no further rights, title or interest in and to the Schostak Membership Interest, Assignor shall have no further rights, title and interest in and to the Company or any of its assets and Assignor shall have no further rights, title or interest in and to Laurel Park Retail Properties LLC or any of its assets; and (iv) this Assignment does not violate, conflict with or constitute a breach of or default under, or require any consent pursuant to, any law or regulation presently applicable to Assignor, or any order of any court, regulatory body or tribunal or any loan, note, bond, mortgage, lease, indenture, license, agreement, or other instrument or obligation to which Assignor is a party or by which any of Assignor’s property is bound.
(b) Assignee hereby represents and warrants to Assignor, that (i) Assignee has full power and authority to accept the Assignment of the Membership Interest, and to execute this Assignment under the governing documents of Assignee; (ii) this Assignment has been duly authorized by Assignee and has been executed by a duly authorized representative of Assignee; and (iii) Assignee’s acceptance of this Assignment does not violate, conflict with or constitute a breach of or default under, or require any consent pursuant to, any law or regulation presently applicable to Assignee, Assignee’s governing documents, or any order of any court, regulatory body or tribunal or any loan, note, bond, mortgage, lease, indenture, license, agreement, or other instrument or obligation to which Assignee is a party or by which any of Assignee’s property is bound.
Representations and Warranties of Assignor and Assignee. Each of Assignor and Assignee hereby represents and warrants that:
a. Assignee’s intended use of the Premises is consistent with Assignor’s use of the Premises and is not inconsistent with the use permitted under the Lease and will not require alteration of the Premises.
b. Assignee is a California corporation in good standing.
c. Assignee has a good reputation in the business community in which it conducts its businesses and has a business reputation and business credit history that is consistent with other business conducted on the Premises.
d. Assignee is capable of operating a gourmet coffee/espresso business on the Premises as contemplated by the terms of the Lease and has business experience and management ability that is equal to or greater than that of Assignor.
e. Assignee’s intended use of the Premises will not increase the use or storage of hazardous substances on the Premises (as compared with such use or storage by Assignor) and will not otherwise adversely affect the County’s interest in the Premises.
f. Assignee’s financial condition is sufficient to support the obligations of Tenant under the Lease.
g. The Assignment will not result in a reduction in the Rent paid under the Lease.
h. Assignor and Assignee have the legal right and authority to enter into this Agreement and each has received all necessary approvals to do so.
Representations and Warranties of Assignor and Assignee. Each of Assignor and Assignee hereby represents and warrants to the other as of the date hereof that: (A) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement; (B) the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary organizational action and do not and will not require any further authorizations, consents or approvals or filings with any governmental authorities or any other person or entity which have not been obtained or made, or violate or conflict with any provision of any law, regulation, order, permit, license, rule, judgment, injunction, or similar matters or breach any material agreement, indenture, contract or organizational document presently in effect with respect to or binding on it or its properties; and (C) this Agreement has been duly and validly executed and delivered by it and constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of creditors’ rights; or (ii) general principles of equity that limit the availability of remedies (regardless of whether enforceability is considered in a proceeding in equity or at law).
Representations and Warranties of Assignor and Assignee. Each of Assignor and Assignee hereby represents and warrants to the other that this Assignment has been duly authorized by all necessary corporate, partnership or limited liability action, and upon its execution and delivery in accordance with the provisions hereof will constitute the legal, valid and binding obligation of such person, enforceable against it in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application from time to time in effect that affect creditors’ rights generally and (ii) general principles of equity.
Representations and Warranties of Assignor and Assignee. Assignor and Assignee each represent and warrant that:
A. Following the Assignment, the use of the Premises will be unchanged and will not be inconsistent with the use permitted under the Lease. The Assignment does not require alteration of the Premises.
B. Assignee’s intended use of the Premises will not increase the hazardous substance liability to the Premises and will not otherwise adversely affect the Lessor’s interest in the Premises.
C. Assignee has a good reputation in the business community in which it conducts its businesses and its business reputation and business credit history is consistent with other business conducted on the Premises.
D. Assignee is capable of operating an automobile dealership as contemplated by the terms of the Lease and has business experience and management ability that is equal to or greater than that of Assignor.
E. Assignee’s financial condition is sufficient to support the obligations of Lessee under the Lease and any encumbrances secured by the Lease.
F. The Assignment will not result in a reduction in the rent, or any other amounts, due under the Lease.
G. Assignor and Assignee have the legal right and authority to enter into this Consent and each as received all necessary approvals to do so.
Representations and Warranties of Assignor and Assignee. (a) Assignor represents and warrants that (i) Assignor is the lawful owner of the Interest free and clear of all liens, encumbrances and other claims of all third persons whatsoever and (ii) Assignor has the absolute right to transfer the Interest.
(b) Assignee represents and warrants that Assignee’s acquisition of the Interest is made for Assignee’s account for investment purposes only, and not with a view to the resale or distribution thereof.
(c) These representations and warranties are intended to and shall survive the transfer of the Interest pursuant to this Agreement.
Representations and Warranties of Assignor and Assignee. Each of Assignor and Assignee hereby represents and warrants to the other that it (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, (ii) has full power and authority to execute, deliver and perform its obligations under this Agreement, and (iii) is a “United States person” (as defined in Section 7701(a)(30) of the Code). Assignor will provide a properly completed and duly executed IRS Form W-9 to the Assignee in advance of the purchase contemplated by this Agreement.
Representations and Warranties of Assignor and Assignee. Each of Assignor and Assignee hereby represents and warrants that:
a. Assignee’s intended use of the Premises is consistent with Apex’s use of the Premises and is not inconsistent with the use permitted under the Lease and will not require alteration of the Premises.
b. Assignee is a California corporation in good standing.
c. Assignee’s intended use of the Premises will not increase the use or storage of hazardous substances on the Premises (as compared with such use or storage by Apex) and will not otherwise adversely affect the County’s interest in the Premises.
d. Assignee will contract with a third party that is capable of operating an aviation business to operate an aviation business on the Premises as contemplated by the terms of the Lease.
e. Assignee’s financial condition is sufficient to support the obligations of Tenant under the Lease.
f. Assignor and Assignee have the legal right and authority to enter into this Consent and each has received all necessary approvals to do so.
Representations and Warranties of Assignor and Assignee. Assignor and Assignee each represent and warrant to Lessor that:
A. Following the Assignment, the use of the Premises will be unchanged and will not be inconsistent with the use permitted under the Lease. The Assignment does not require alteration of the Premises.
B. Assignee’s intended use of the Premises will not increase the hazardous substance liability to the Premises and will not otherwise adversely affect the Lessor’s interest in the Premises.
C. Assignee has a good reputation in the business community in which it conducts its businesses and its business reputation and business credit history is consistent with other business conducted on the Premises.
D. Assignee is capable of operating an automobile dealership as contemplated by the terms of the Lease and has business experience and management ability that is equal to or greater than that of Assignor.
E. Assignee’s financial condition is sufficient to support the obligations of Lessee under the Lease and any encumbrances secured by the Lease. Assignee is capable of performing all obligations of Lessee under the Lease.
F. The Assignment will not result in a reduction in the rent, or any other amounts, due under the Lease.
G. Assignor and Assignee have the legal right and authority to enter into this Consent and each has received all necessary approvals to do so. Assignee has the legal right and authority to enter into the Third Amendment to Lease, and Assignor has executed and delivered to Lessor the Third Amendment to Lease.
