Common use of Representations and Warranties of Landlord Clause in Contracts

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. As an inducement to Tenant to enter into and proceed under this Lease, Landlord hereby makes the following warrants and represents to Tenant, as follows, which warranties, representations and warranties to Tenant covenants are true and correct as of the Effective Date Date, to the actual knowledge of this LeaseLandlord: (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 8.1.1 The execution and delivery of this LeaseLease and the performance of all of Landlord’s obligations under this Lease have been or will be duly authorized by all necessary agency or other action, nor and the consummation of the any such transactions contemplated hereby, will conflict with or result in on behalf of Landlord will not constitute a breach or violation or breach of term or provision of, or a default under, the charter, bylaws or other governing documents of Landlord or any agreement by which Landlord is bound, nor constitute a default under violation of any law, administrative regulation or court decree; 8.1.2 Landlord has received no written notice and has no knowledge, nor has Landlord been otherwise advised, of any pending or threatened taking relating to all or any part of the Premises; 8.1.3 Landlord has no right or option to acquire any of Tenant’s right, title or interest in or to the Premises or the 0xx Xxxxxx Container Lofts, or any real or 8.1.4 Any matter required by this Lease to have been approved by Landlord on or before the Effective Date has been approved; 8.1.5 Except as disclosed to Tenant in writing prior to the Effective Date, the Premises have not been used for any activities that, directly or indirectly, involve the use, if any, generation, treatment, storage, transportation or disposal of any petroleum product or any toxic or hazardous chemical, material, substance, pollutant or waste in violation of applicable law. Landlord has not received any notice, written or oral, of (i) any orderviolation of any applicable federal, judgmentstate, county or local statute, law, rule or regulation of any governmental authority relating to environmental, health or safety matters on or about the Premises; (ii) any allegation that, if true, would contradict any statement contained in this Lease; or (iii) the existence of any writ, injunction, decree, licenseorder, permitjudgment, statutelawsuit, rule claim, proceeding or regulation of any courtinvestigation, governmentalpending or threatened, 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) relating to the best of Landlord’s knowledgeuse, as maintenance or operation of the Open Date, in all material respects: Premises (nor is Landlord aware of a basis for any such notice under (i) ), 8.1.6 Landlord holds fee title to 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 misleadingPremises.

Representations and Warranties of Landlord. Landlord hereby makes the following representations represents, warrants and warranties covenants to and with Tenant that as of the Effective date hereof, on the Commencement Date of this Leaseand during the Term hereof, including any extensions and renewals hereof: (a) Landlord is now, and at all times hereafter either Landlord, its successors or assigns will be, the true and lawful owner of the Building and the Land, free and clear of all liens, claims and encumbrances except for an existing first mortgage in favor of Crown Life Insurance Company and except for future first mortgages securing any financing or refinancing of the Building, the Land or the Complex; (b) Landlord has the full right, power and lawful authority to enter into this Lease and to carry out the terms perform each and provisions all of the Lease terms, provisions, covenants, agreements, matters and consummate the transactions contemplated things herein provided to be performed by this Lease, including, without limitation, Landlord and at to execute and deliver all times during the Term or, no Approval of any Governmental Authority or any other third person is required in connection therewithdocuments provided herein to be executed and delivered by Landlord; 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 Leasedoes not, nor will the consummation performance by Landlord of the transactions contemplated herebyits obligations hereunder, will conflict with or result in a violation or breach of term or contravene any provision of, or constitute a default under (i) any order, judgment, writ, injunction, decree, license, permit, statute, rule or regulation of any courtexisting law, governmentalcovenant, regulatory indenture or public body; agreement binding upon Landlord 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 boundupon the Land and/or the Building; (c) The signatories to this Lease are authorized to sign this Lease on behalf of Landlord; (d) There is no litigation pending or, to the best of Landlord’s 's knowledge, as threatened which may adversely affect the Building, the Land, the Premises or Tenant's interest in the Premises. Without limiting the generality of the Open Dateforegoing, in all material respects: there are no suits, judgments or notices from any governmental agency relating to any violation of the health, pollution control, building, fire or zoning laws or regulations of any governmental body or agency or of any other issues relating to the use and maintenance of the Building, the Land and the Premises; (ie) The Building and Land are zoned to permit use of the Premises has the necessary utilities, including electricity, water, sewerage, gas, cable and telecommunications available at the Hotel sufficient as described 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 misleadingSection 1.15 herein.

Representations and Warranties of Landlord. Landlord hereby makes the following representations and warranties to Tenant as of the Effective Date of this LeaseDate: (a) Landlord has the full right, power and lawful authority capacity 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, the lease to Tenant of the Leased Assets, and at all times during other than the Term orApprovals of the Nevada Gaming Authorities, no Approval of any Governmental Authority or any other third person 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 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 Lease or arrangement to which Landlord is a party or by which LandlordLandlord or the Lease Assets, as applicable, is bound;; and (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 No representation or warranty by Landlord contained in this Lease contains any untrue statement of a material fact or omits omit 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 makes the following representations and warranties to Tenant as of the Effective Date Execution Date, which representations and warranties will also be true as of, and deemed made again by Landlord, as of this Leasethe Term Commencement Date: (a) Landlord is a limited liability company, duly organized and validly existing under the laws of the State of Delaware and in good standing under the laws of the State of Delaware and the State of Nevada. Landlord has the full right, power and lawful authority capacity to enter into this Lease and the capacity and ability to carry out the terms and provisions of the Lease and consummate the transactions contemplated by this Lease, including, without limitation, the lease to Tenant of the Leased Property and at all times during other than the Term orApprovals required of the Tenant and the Manager by the Nevada Gaming Authorities and the Facility Mortgagee, no Approval of any Governmental Authority or any other third person Person is required in connection therewith; 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;rights; and (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 any material 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 LandlordLandlord or the Leased Property, as applicable, 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 makes the following representations and warranties to Tenant as of the Effective Date of this LeaseDate: (a) Landlord has the full right, power and lawful authority capacity 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, the lease to Tenant of the Leased Assets, and at all times during other than the Term orApprovals of the Nevada Gaming Authorities, if required, no Approval of any Governmental Authority or any other third person 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 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 Lease or arrangement to which Landlord is a party or by which LandlordLandlord or the Lease Assets, as applicable, is bound;; and (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 No representation or warranty by Landlord contained in this Lease contains any untrue statement of a material fact or omits omit 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 makes the following representations and warranties to Tenant as of the Effective Date of this LeaseCommencement Date: (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 the other agreements provided herein and consummate the transactions contemplated by this Lease, including, without limitation, the lease from Landlord of the Casino, and other than the Approvals of the Nevada Gaming Authorities, which Tenant covenants and agrees it shall have as of the Commencement Date and at all times during the Term orTerm, no Approval of any Governmental Authority or any other third person is required in connection therewith; 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 LandlordLandlord or the Premises, as applicable, is bound; (c) to the best of Landlord’s knowledge, as of the Open Date, in Project has all material respects: (i) the Premises has the necessary utilities, including electricity, water, sewerage, gas, cable sewerage and telecommunications gas available at the Hotel Project sufficient in nature and scope for Tenant’s operation the operations of Hotel, and (ii) the Premises otherwise is in compliance with Applicable Lawsa casino; 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. To induce Tenant to execute this Lease and perform its obligations hereunder, Landlord hereby makes the following representations represents and warranties warrants to Tenant as of the Effective Date of this Leasedate 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 the full rightall requisite power to own, power lease and lawful authority to enter into operate its assets, and to carry on its business as now conducted. Xxxxxxxx has full power to execute, deliver and carry out the terms and provisions of the this Lease and consummate all documents required on its part to be executed and has taken all necessary limited liability company action to authorize the transactions contemplated by execution, delivery and performance of this Lease, including, without limitation, Lease and at all times during the Term or, no Approval of any Governmental Authority or any other third person is required agreements and instruments executed in connection therewith; herewith and the performance of those provisions of this Lease constitutes the legalrequired 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), valid and binding Lease on behalf of Landlord, enforceable in accordance with its terms, except have the authority to bind Landlord to the extent that enforcement may be affected by laws relating to bankruptcyterms and conditions of this Lease (and all said agreements and instruments). To Landlord's knowledge, 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 LeaseLease 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 contemplated herebyherein contemplated, nor compliance by Landlord with the terms of this Lease and said agreements and instruments will conflict with or result in a violation or breach of term any of the terms, conditions or provision provisions of, or constitute a default under (i) under, the limited liability company agreement of Landlord, or to the knowledge of Landlord, any orderbond, judgmentnote or other evidence of indebtedness, writ, injunction, decree, license, permit, statute, rule or regulation of any court, governmental, regulatory or public body; or (ii) any license, franchise, permitcontract, indenture, mortgage, deed of trust, leaseloan agreement, contract, lease or other agreement or instrument, commitment or other lease or arrangement to which Landlord is a party or by which the Property may be bound. (b) To Landlord's knowledge, there is bound;(i) no pending or threatened condemnation to all or any part of the Property and (ii) no denial of access to the Property from any point of access to the Property, and neither Landlord nor any of its agents or affiliates has received any notice of any of the same. (c) To Landlord's knowledge, Xxxxxxxx has not received any legal notice which remains uncured, and Landlord has no knowledge, that the Property violates any laws affecting the Property as modified by any duly issued variance. (d) Landlord owns fee simple title to the Property. (e) To Landlord's knowledge, the Property is in compliance with the ADA. To Landlord's knowledge, there is no asbestos or material containing asbestos in the Property. (f) To Landlord's knowledge, Landlord is not in default or violation of any order, writ injunction, decree or demand of any governmental authority. (g) Landlord (i) is not in receivership or dissolution, (ii) has not made an assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they mature, (iii) has not been adjudicated a bankrupt or filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the Federal bankruptcy law or any other similar law or statute of the United States or any jurisdiction and no such petition has been filed against Landlord, and (iv) to the best of Landlord’s its knowledge, as none of the Open Dateforegoing are pending or threatened. (h) To Landlord's knowledge, there are no judgments, liens, claims, litigation, proceedings (zoning or otherwise) or investigations by an governmental authorities, pending at law or in all material respects: (i) equity or threatened in writing against or relating to the Premises has or Building, the necessary utilities, including electricity, water, sewerage, gas, cable and telecommunications available at Landlord or 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 transactions contemplated 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 misleadingLease.

Representations and Warranties of Landlord. Landlord hereby makes the following representations and warranties to Tenant as of the Effective Date of this LeaseCommencement Date: (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, the lease to Tenant of the Leased Property and other than the Approvals of the Nevada Gaming Authorities, which Tenant covenants and agrees it shall have as of the Commencement Date and at all times during the Term orTerm, no Approval of any Governmental Authority governmental authority or any other third person (3rd) Person is required in connection therewith; 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 any 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 LandlordLandlord or the Leased Property, as applicable, 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 (dc) 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.