Common use of Representations and Warranties of Lessor Clause in Contracts

Representations and Warranties of Lessor. Lessor hereby represents and warrants to Lessee that: 16.4.1. It is an entity duly organized, validly existing and in good standing under the laws of the state of its formation; 16.4.2. It has the power and authority to execute, deliver and perform this Agreement and other instruments and documents required or contemplated herein; 16.4.3. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Lessor, does not and will not require the approval of any other interested parties of Lessor and does not and will not contravene any Certificate or Articles of formation or internal by-laws or agreement of Lessor, and does not constitute a material default of any indenture, contract, agreement, mortgage, deed of trust, document or instrument to which Lessor is a party or by which Lessor is bound; 16.4.4. The person(s) executing this Agreement on behalf of Lessor has or have been properly authorized to execute the same; 16.4.5. This Agreement constitutes the valid and legally binding agreement of Lessor and is enforceable against Lessor in accordance with its terms, except to the extent that enforcement of any remedies may be limited by applicable bankruptcy, insolvency, general principles of equity or other similar laws affecting generally the enforcement of creditor's remedies; 16.4.6. Lessor has obtained, maintains, and will maintain, on an active and current basis, all licenses, permits, registrations, approvals and other authority as may be required from any applicable federal, state, tribal and local governments and agencies having jurisdiction over it with respect to the subject matter of this Agreement, except to the extent that the failure to obtain and/or maintain any such licenses could not reasonably be expected to have a material adverse affect on the ability of Lessor to perform its obligations hereunder; 16.4.7. There are no suits, actions, proceedings or investigations pending or, to Lessor's knowledge, threatened or, to Lessor's knowledge, any basis therefor which might materially adversely affect the ability of it to perform its obligations under this Agreement or have a material adverse effect upon the financial condition of it or the validity or enforceability of this Agreement; and 16.4.8. To the knowledge of Lessor, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory or public or tribal body or authority is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of this Agreement.

Representations and Warranties of Lessor. Lessor hereby represents and warrants to Lessee that: 16.4.116.5.1. It is an entity duly organized, validly existing and in good standing under the laws of the state of its formation; 16.4.216.5.2. It has the power and authority to execute, deliver and perform this Agreement and other instruments and documents required or contemplated herein; 16.4.316.5.3. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Lessor, does not and will not require the approval of any other interested parties of Lessor and does not and will not contravene any Certificate or Articles of formation or internal by-laws or agreement of Lessor, and does not constitute a material default of any indenture, contract, agreement, mortgage, deed of trust, document or instrument to which Lessor is a party or by which Lessor is bound; 16.4.416.5.4. The person(s) executing this Agreement on behalf of Lessor has or have been properly authorized to execute the same; 16.4.516.5.5. This Agreement constitutes the valid and legally binding agreement of Lessor and is enforceable against Lessor in accordance with its terms, except to the extent that enforcement of any remedies may be limited by applicable bankruptcy, insolvency, general principles of equity or other similar laws affecting generally the enforcement of creditor's remedies; 16.4.616.5.6. Lessor has obtained, maintains, and will maintain, on an active and current basis, all licenses, permits, registrations, approvals and other authority as may be required from any applicable federal, state, tribal and local governments and agencies having jurisdiction over it with respect to the subject matter of this Agreement, except to the extent that the failure to obtain and/or maintain any such licenses could not reasonably be expected to have a material adverse affect on the ability of Lessor to perform its obligations hereunder; 16.4.716.5.7. There are no suits, actions, proceedings or investigations pending or, to Lessor's knowledge, threatened or, to Lessor's knowledge, any basis therefor which might materially adversely affect the ability of it to perform its obligations under this Agreement or have a material adverse effect upon the financial condition of it or the validity or enforceability of this Agreement; and 16.4.816.5.8. To the knowledge of Lessor, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory or public or tribal body or authority is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of this Agreement.

Representations and Warranties of Lessor. Lessor hereby represents and warrants to Lessee that: 16.4.1. It is an entity duly organized, validly existing and in good standing under the laws that as of the state date hereof: he has sole fee simple ownership of its formation; 16.4.2. It the Property; he has the power and authority to executecomplied with all material laws, deliver and perform this Agreement rules, regulations, statutes, ordinances, permits and other instruments and documents required affecting the Property or contemplated herein; 16.4.3. The execution, delivery and performance his use thereof during the period of this Agreement has been duly authorized by all necessary action on the part of Lessor, does not and will not require the approval of any other interested parties of Lessor and does not and will not contravene any Certificate or Articles of formation or internal by-laws or agreement of Lessor, and does not constitute a material default of any indenture, contract, agreement, mortgage, deed of trust, document or instrument to which Lessor is a party or by which Lessor is bound; 16.4.4. The person(s) executing this Agreement on behalf of Lessor has or have been properly authorized to execute the same; 16.4.5. This Agreement constitutes the valid and legally binding agreement of Lessor and is enforceable against Lessor in accordance with its terms, except to the extent that enforcement of any remedies may be limited by applicable bankruptcy, insolvency, general principles of equity or other similar laws affecting generally the enforcement of creditor's remedies; 16.4.6. Lessor has obtained, maintainshis ownership, and will maintaincontinue to do so; there are no actions, on an active and current basissuits, all licenses, permits, registrations, approvals and other authority as may be required from or proceedings pending or threatened against Lessor or affecting the Property at law or in equity or before any applicable federal, state, tribal municipal, or other governmental agency or instrumentality, domestic or foreign, nor is Lessor aware of any facts that might result in any such suit or proceeding; all documents and local governments records provided to Lessee by Lessor, heretofore or hereafter, concerning the Property, are true and agencies having jurisdiction over it complete to the best of Lessor's knowledge with respect to the subject matter information contained therein; Lessor has in all material respects duly filed all federal, state and local tax returns required to be filed by him and has paid all federal, state and local taxes required to be paid with respect to the periods covered by such returns, and Lessor has not had any tax deficiencies proposed or assessed against him and has not executed any waiver of statute of limitations on the assessment or collection of any tax; there are currently natural gas, electricity, public water, and on-site sewage cervices available to the Property with capacities adequate for the conduct of the soil remediation business heretofore conducted on the Property by Atlantic Thermal Soil Remediation, inc., and Lessor has no reason to believe Braid utility services will be interrupted, curtailed or otherwise not remain available to Lessee during the term of this Agreement, except to the extent that the failure to obtain and/or maintain Lease and any such licenses could not reasonably be expected to have a material adverse affect renewals thereof; and there are no underground storage tanks on the ability of Lessor to perform its obligations hereunder; 16.4.7. There are no suits, actions, proceedings or investigations pending or, to Lessor's knowledge, threatened or, to Lessor's knowledge, any basis therefor which might materially adversely affect the ability of it to perform its obligations under this Agreement or have a material adverse effect upon the financial condition of it or the validity or enforceability of this Agreement; and 16.4.8. To the knowledge of Lessor, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory or public or tribal body or authority is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of this AgreementProperty.

Representations and Warranties of Lessor. Lessor hereby represents and warrants to Lessee thatas follows as of the date of this Agreement and as of the date of execution of each Rider: 16.4.1. It A. Lessor is an entity a corporation duly organized, organized and validly existing and in good standing under the laws of the state State of its formation; 16.4.2. It Delaware, has the all requisite corporate power and authority to executecarry on its business in all material respects as now conducted, deliver to own or hold under lease its property and to enter into, and perform this its obligations under, the Operative Agreements to which it is a party, and is duly qualified and is in good standing as a foreign company in each other jurisdiction where the failure to so qualify, due to the character of its properties or the nature of its activities, could reasonably be expected to have a material adverse effect on its business, results of operations, assets or financial condition or would materially and adversely affect the ability of Lessor to perform its obligations under any Operative Agreement and other instruments and documents required or contemplated hereinto which it is a party; 16.4.3. The execution, delivery and performance of this Agreement has been B. Xxxxxx is duly authorized by all necessary corporate action to execute and deliver the Operative Agreements to which it is a party and to fulfill and comply with the terms, conditions and provisions thereof; this Agreement and the Assignment of Purchase Agreement (if any) have been, and each Rider has been or will be, on the part date required to be delivered hereby, duly executed and delivered by Lessor; and this Agreement and the Assignment of Purchase Agreement (if any) are, and each Rider, when so duly executed and delivered, will be, valid, legal and binding agreements of Lessor, does not and will not require the approval of any other interested parties of Lessor and does not and will not contravene any Certificate or Articles of formation or internal by-laws or agreement of Lessor, and does not constitute a material default of any indenture, contract, agreement, mortgage, deed of trust, document or instrument to which Lessor is a party or by which Lessor is bound; 16.4.4. The person(s) executing this Agreement on behalf of Lessor has or have been properly authorized to execute the same; 16.4.5. This Agreement constitutes the valid and legally binding agreement of Lessor and is enforceable against Lessor in accordance with its their respective terms, except to the extent that enforcement of any remedies as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, including, without limitation, concepts of good faith and fair dealing, materiality, reasonableness and the possible unavailability of specific performance or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or other similar laws affecting generally the enforcement of creditor's remediesat law); 16.4.6. Lessor has obtainedC. There are no actions, maintainssuits or proceedings pending or, and will maintain, on an active and current basis, all licenses, permits, registrations, approvals and other authority as may be required from any applicable federal, state, tribal and local governments and agencies having jurisdiction over it with respect to the subject matter knowledge of this AgreementLessor, except threatened against or affecting Lessor or any of its property or rights before any court or governmental authority that (i) question the validity of any Operative Agreement to the extent that the failure which it is a party or Lessor’s ability to obtain and/or maintain perform its obligations under any such licenses could not reasonably be expected Operative Agreement to have which it is a material adverse party or (ii) if adversely determined, would materially and adversely affect on the ability of Lessor to perform its obligations hereunderunder any Operative Agreement to which it is a party; 16.4.7. There D. Neither the execution and delivery of the Operative Agreements to which it is a party, nor its compliance with the terms and provisions thereof that are no suits, actions, proceedings or investigations pending or, applicable to Lessor's knowledge, threatened or(i) conflicts with, results in a breach of, constitutes a default under (with or without the giving of notice or the lapse of time or both), or violates any of the terms, conditions or provisions of, (A) the Certificate of Incorporation or Bylaws of Lessor or (B) any bond, debenture, note, mortgage, indenture, agreement, lease or other instrument to Lessor's knowledgewhich Lessor is now a party or by which it or its property is bound or affected, where such conflict, breach, default or violation, in the case of any basis therefor which might of the instruments described in this subclause (B), would have a material adverse effect on the business, results of operations, assets or financial condition of Lessor or would materially and adversely affect the ability of it Lessor to perform its obligations under this any Operative Agreement to which it is a party, or (ii) results in the creation or imposition of any lien upon any Car pursuant to the terms of any such certificate, by-laws, bond, debenture, note, mortgage, indenture, agreement, lease or other instrument; E. Neither the execution and delivery by Lessor of the Operative Agreements to which it is a party, nor the fulfillment of, or compliance with, the terms and provisions of the Operative Agreements that are applicable to Lessor, conflicts with, or results in a breach of, or violates, any of the terms, conditions or provisions of any law, rule, regulation, order, injunction or decree of any governmental authority applicable to Lessor, the breach or violation of which would (i) have a material adverse effect upon on Lessee, Lessor or any Car, (ii) materially and adversely affect Lessor’s ability to perform its obligations under any Operative Agreement to which it is a party, or (iii) result in, or increase the financial condition of it or the validity or enforceability of this Agreement; and 16.4.8. To the knowledge of Lessor, no order, consent, approval, license, authorization or validation risk of, the imposition of any criminal liability on Lessee or filing, recording or registration with, or exemption by, any governmental, regulatory or public or tribal body or authority is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of this Agreement.Lessor;

Representations and Warranties of Lessor. Lessor hereby represents and warrants to Lessee each of the other parties hereto that:, as of the date hereof: ​ 16.4.1. It (a) Lessor is an entity duly organized, incorporated and validly existing and in good standing under the laws of the state jurisdiction of its formation; 16.4.2. It incorporation and has the full power and authority to executeown its properties, deliver to enter into and perform its obligations as Lessor under this Agreement Amendment and other instruments and documents required or contemplated herein; 16.4.3. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Lessor, does not and will not require the approval of any other interested parties of Lessor and does not and will not contravene any Certificate or Articles of formation or internal by-laws or agreement of Lessorrelated Operative Documents, and does not constitute a material default of any indentureto carry on its business as now being and hereafter proposed to be conducted. (b) This Amendment and each related Operative Document have been or will be duly authorized, contract, agreement, mortgage, deed of trust, document executed and delivered by or instrument to which Lessor is a party or by which Lessor is bound; 16.4.4. The person(s) executing this Agreement on behalf of Lessor has (in its individual capacity) and are, or have been properly authorized to execute the same; 16.4.5. This Agreement constitutes the upon execution and delivery will be, legal, valid and legally binding agreement obligations of Lessor and is Lessor, enforceable against Lessor it in accordance with its their respective terms, except to the extent that enforcement of any remedies as such enforceability may be limited by applicable bankruptcy, insolvency, general principles of equity or other similar laws affecting creditors’ rights generally the enforcement and by general equitable principles. (c) The execution and delivery by Lessor of creditor's remedies; 16.4.6. Lessor has obtained, maintainsthis Amendment are not and will not be, and the performance by Lessor of its obligations under this Amendment and the related Operative Documents (i) are not and will maintainnot be, on an active inconsistent with the organizational documents of Lessor; (ii) do not and current basiswill not contravene any Applicable Laws and Regulations applicable to Lessor and (iii) do not and will not conflict with result in a breach of, all licensesor a default under, permitsthe charter documents or resolutions of Lessor or any indenture or other material agreement or instrument to which Lessor is party, registrations, approvals and other authority as may be required from or any applicable federal, state, tribal and local governments and agencies having jurisdiction over it with respect Governmental Action relating to the subject matter of this AgreementLessor, except to the extent that the failure to obtain and/or maintain in any such licenses case, as could not reasonably be expected to have a material adverse affect effect on the ability of Lessor to perform its obligations hereunder;pursuant to the Operative Documents. ​ 16.4.7(d) all representations and warranties of Lessor contained in the Operative Documents (as amended hereby) are true and correct in all material respects on and as of the date hereof (except with respect to representations and warranties expressly made only as of an earlier date, which representations were true and correct in all material respects as of such earlier date). There are no suits, actions, proceedings or investigations pending or, to Lessor's knowledge, threatened or, to Lessor's knowledge, any basis therefor which might materially adversely affect the ability of it to perform its obligations under this Agreement or have a material adverse effect upon the financial condition of it or the validity or enforceability of this Agreement; and 16.4.8. To the knowledge of Lessor, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory or public or tribal body or authority is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of this Agreement.​

Representations and Warranties of Lessor. 10.1 Lessor hereby represents and warrants to Lessee that: 16.4.1. It is an entity duly organized, validly existing and in good standing under the laws as of the state date hereof that the copy of its formation;the Master Lease attached hereto as Exhibit A is true and correct and contains all amendments or modifications thereto, the Master Lease is in full force and effect and all material obligations of both Master Lessor and Lessor thereunder that have accrued to date have been satisfied. 16.4.2. It has 10.2 Lessor represents that this Sublease does not violate any provision of the power Master Lease, and authority to execute, deliver and perform this Agreement and other instruments and documents required or contemplated herein; 16.4.3. The execution, delivery and performance that no provisions of this Agreement has been duly authorized by all necessary action on Sublease are in conflict with any of the part provisions of Lessor, does not the Master Lease. 10.3 Lessor represents and will not require warrants the approval of any other interested parties of Lessor and does not and will not contravene any Certificate or Articles of formation or internal by-laws or agreement of Lessor, and does not constitute a material default of any indenture, contract, agreement, mortgage, deed of trust, document or instrument to which Lessor is a party or by which Lessor is bound; 16.4.4. The person(s) executing this Agreement on behalf of Lessor has or have been properly authorized to execute the same; 16.4.5. This Agreement constitutes the valid and legally binding agreement of Lessor and is enforceable against Lessor in accordance with its terms, except to the extent that enforcement of any remedies may be limited by applicable bankruptcy, insolvency, general principles of equity or other similar laws affecting generally the enforcement of creditor's remedies; 16.4.6. Lessor has obtained, maintains, and will maintain, on an active and current basis, all licenses, permits, registrations, approvals and other authority as may be required from any applicable federal, state, tribal and local governments and agencies having jurisdiction over it following with respect to environmental matters affecting the subject matter of this Agreement, except to the extent that the failure to obtain and/or maintain any such licenses could not reasonably be expected to have a material adverse affect on the ability of Lessor to perform its obligations hereunder;Premises: 16.4.7. There are no suits, actions, proceedings or investigations pending or, to (a) To Lessor's knowledge, threatened orLessor holds and is in material compliance with all permits, certificates, licenses, approvals, registrations and authorizations ("Permits") required under all Environmental Laws applicable to all equipment and operations being conducted by Lessor on the Premises, Lessee Controlled Area, and common areas and facilities under the control of Lessor that Lessee will be entitled to use, including those relating to any Hazardous Substances, and all such Permits are in full force and effect and are listed in Exhibit C. The Lessor has made timely applications for renewal of all such Permits to maintain such permits in full force and effect. (b) To Lessor's knowledge, as of the date hereof the Premises and all equipment and operations being conducted by Lessor on the Premises, the Lessee Controlled Area, and common areas and facilities under the control of Lessor that Lessee will be entitled to use are in material compliance with applicable Environmental Laws. (c) To Lessor's knowledge, none of the Premises, the Lessee Controlled Area, the common areas and facilities under the control of Lessor and the Lessor in connection with any basis therefor which might materially adversely affect the ability of it location at 2100 Xxxxxxxxx 00 Xxxxxx xxx subject to perform its obligations under this Agreement any notice, enforcement, proceeding, investigation or have a material adverse effect upon the financial condition of it or the validity or enforceability of this Agreement; and 16.4.8. To the knowledge of Lessor, no order, consent, approval, license, authorization or validation action relating to violations of, or filingthat create liability under, recording Environmental Laws by any governmental entity or registration withthird party, or exemption byexcept as noted in the Phase I Environmental Site Assessment dated November 1996 prepared for AlliedSignal, Inc. by Geraxxxx & Xillxx, Xxc. (the "Phase I Report"). (d) To Lessor's knowledge, Lessor has not caused, and 2100 Xxxxxxxxx 00 Xxxxxx xxxs not contain, any governmental, regulatory release or public or tribal body or authority is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability threatened release of this Agreement.Hazardous