Representations and Warranties of Landlord. As a material inducement to Tenant to enter into this Lease, Landlord represents and warrants the following:
Representations and Warranties of Landlord. Landlord represents and warrants to Tenant, as of the date of this Lease and continuing until the expiration or earlier termination of this Lease:
(i) Landlord is a presently subsisting Delaware limited liability company and is duly authorized to do business, and in good standing under, the laws of the state in which the Property is located.
(ii) Landlord has the right, power, and authority to enter into this Lease and to consummate the transactions contemplated herein in accordance with the terms and conditions hereof.
(iii) The parties executing this Lease on behalf of Landlord have all requisite authority to execute this Lease, and this Lease, as executed, is a valid, legal, and binding obligation of Landlord.
(iv) Neither the execution and delivery of this Lease, nor compliance with the terms and conditions of this Lease by Landlord, nor the consummation of the transactions contemplated herein, constitutes or, to Landlord’s actual knowledge, will constitute a violation or breach of any agreement or other instrument to which Landlord is a party or by which it is bound.
(v) The execution and delivery of this Lease by Landlord has been duly authorized by all necessary corporate action on the part of Landlord and no consent is necessary in connection therewith from any court or Governmental Authority having jurisdiction over Landlord or the subject matter of this Lease.
(vi) Landlord is not insolvent.
Representations and Warranties of Landlord. To induce Tenant to execute this Lease and perform its obligations hereunder, Landlord hereby represents and warrants to Tenant as of the date hereof as follows:
(a) Landlord is a limited liability company, duly organized and validly existing under the laws of the State of Delaware. Landlord has all requisite power to own, lease and operate its assets, and to carry on its business as now conducted. Landlord has full power to execute, deliver and carry out the terms and provisions of this Lease and all documents required on its part to be executed and has taken all necessary company action to authorize the execution, delivery and performance of this Lease and all other agreements and instruments executed in connection herewith and the performance of those provisions of this Lease required on its part to be carried out. The persons executing this Lease (and all other agreements and instruments entered into by Landlord in furtherance hereof), on behalf of Landlord, have the authority to bind Landlord to the terms and conditions of this Lease (and all said agreements and instruments). Neither the execution and delivery of this Lease and said agreements and instruments to be executed by Landlord in connection herewith, nor the incurrence by Landlord of the obligations herein set forth, nor the consummation by Landlord of the transactions herein contemplated, nor compliance by Landlord with the terms of this Lease and said agreements and instruments will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the limited liability company agreement of Landlord, or to the knowledge of Landlord, any bond, note or other evidence of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument, to which Landlord is a party or by which any of its properties may be bound. This Lease constitutes, and all agreements and documents required to be executed by Landlord hereunder when so executed and delivered shall constitute, the legal, valid and binding obligations of Landlord enforceable against Landlord in accordance with their respective terms. Any order, permission, consent, approval, license, authorization, registration or filing with, or exemption by, any governmental agency which is required for the execution or delivery of this Lease, or said agreements and instruments by Landlord has been obtained or made.
(b) Landlord is not in default or violation o...
Representations and Warranties of Landlord. Landlord hereby makes the following representations and warranties to Tenant as of the Effective Date of this Lease:
(a) Landlord has the full right, power and lawful authority to enter into and to carry out the terms and provisions of the Lease and consummate the transactions contemplated by this Lease, including, without limitation, and at all times during the Term or, no Approval of any Governmental Authority or any other third person is required in connection therewith; and this Lease constitutes the legal, valid and binding Lease of Landlord, enforceable in accordance with its terms, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies;
(b) neither the execution and delivery of this Lease, nor the consummation of the transactions contemplated hereby, will conflict with or result in a violation or breach of term or provision of, or constitute a default under (i) any order, judgment, writ, injunction, decree, license, permit, statute, rule or regulation of any court, governmental, regulatory or public body; or (ii) any license, franchise, permit, indenture, mortgage, deed of trust, lease, contract, instrument, commitment or other lease or arrangement to which Landlord is a party or by which Landlord, is bound;
(c) to the best of Landlord’s knowledge, as of the Open Date, in all material respects: (i) the Premises has the necessary utilities, including electricity, water, sewerage, gas, cable and telecommunications available at the Hotel sufficient in nature and scope for Tenant’s operation of Hotel, and (ii) the Premises otherwise is in compliance with Applicable Laws; and
(d) no representation or warranty by Landlord contained in this Lease contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statement and facts contained herein not misleading.
Representations and Warranties of Landlord. Landlord hereby represents, warrants and covenants that:
(a) Landlord has full right and lawful authority to enter into and perform Landlord's obligations under this Lease for the full Term of the Lease;
(b) Landlord owns and has good and marketable title to the Land in fee simple, and no title matters affecting or encumbering said Land restrict or impede the improvement of the Premises and/or the use and occupancy of the Premises as contemplated by this Lease;
(c) The RETAIL AREA is zoned in conformity with applicable laws in a manner permitting the improvement of the Premises and the use and occupancy of the Premises for the permitted uses and other retail and related purposes as provided and/or contemplated hereunder;
(d) Landlord has not received any notice of a pending or threatened actions or legal proceedings (including, without limitation, condemnation proceedings) affecting the Land or Landlord's interests therein;
(e) All public rights-of-way shown on Exhibit "B" and "C" attached hereto as being adjacent to the Land abut the Land, as shown, and permit unrestricted ingress and egress between the Land and all such rights-of-way;
(f) All utilities necessary for the full use and operation (each as contemplated hereunder) of the Premises by Tenant are available for tie-in at the perimeter of the Premises; and
(g) The Premises and the building in which such Premises are situated, as of the Commencement Date, will be in compliance with all applicable laws, ordinances, rules and regulations and, to the best of Landlord's knowledge, as of the date hereof, the Premises and the building in which the Premises are situated contain no latent defects or conditions which have not been heretofore expressly disclosed in writing by Landlord to Tenant.
(h) Landlord has obtained all approvals which are necessary or requisite to execute this Lease, and to permit the lease and use of the Premises as contemplated hereunder and to bind the Landlord.
Representations and Warranties of Landlord. (a) Landlord is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority; (i) to enter into this Agreement; and (ii) to carry out the other transactions and agreements contemplated by this Agreement.
(b) The execution, delivery and performance of this Agreement by Landlord has been duly authorized by all necessary corporate action of Landlord. This Agreement, and each of the other documents to be executed and delivered by Landlord pursuant to this Agreement, have been duly executed and delivered by Landlord, and are the valid and binding obligations of Landlord, enforceable in accordance with their respective terms, subject only as to enforceability affected by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and by general equitable principles. The execution, delivery and performance of this Agreement, and the other documents to be executed, delivered and performed by Landlord pursuant to this Agreement, will not: (i) conflict with or violate any provision of Landlord’s charter, bylaws or any law, ordinance or regulation, or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Landlord; or (ii) result in any breach of, or default under, or cause the acceleration of performance of any mortgage, contract, agreement, indenture or other instrument which is either binding upon or enforceable against Landlord.
(c) Landlord is not required to obtain the approval, consent or waiver of any other person or entity for the execution, delivery or performance of this Agreement.
(d) All of the information contained in the representations and warranties of Landlord set forth in this Agreement, or in any of the documents delivered or to be delivered herewith or after the execution hereof as set forth in any provision of this Agreement, is true, accurate and complete.
Representations and Warranties of Landlord. Landlord represents and warrants to Tenant the following as of the Commencement Date
Representations and Warranties of Landlord. Landlord represents and warrants to Tenant that the following are true and correct on and as of the date of this Agreement and will be true and correct through the Commencement Date as if made on and as of those respective dates.
Representations and Warranties of Landlord. Landlord represents and warrants to Tenant as of the Effective Date as follows, it being understood and agreed that the following representations and warranties shall be deemed to be remade by a successor Landlord as of the effective date of any Permitted Sale (and with applicable revisions to subsection (a) with respect to such successor Landlord’s organization and owners):
Representations and Warranties of Landlord. Landlord hereby makes the following representations and warranties to Tenant as of the date hereof:
