Representations and Warranties of Sublandlord. Sublandlord represents and warrants to Subtenant that the following are true and correct as of the date hereof: (i) the Master Lease is unmodified and in full force and effect, and Sublandlord’s leasehold estate thereunder has not been assigned, mortgaged, pledged or encumbered, and the Subleased Premises have not been sublet by Sublandlord to any other party; (ii) the Master Lease evidences the entire agreement with respect to the Master Premises between Sublandlord and Master Landlord; (iii) Sublandlord has received no written notice from Landlord of a default by Sublandlord under the Master Lease which remains uncured; (iv) Landlord is not in default in the performance and/or observance of any material covenant, agreement or condition of the Master Lease on Landlord’s part to be performed or observed; and (v) Subtenant is a Subtenant Permittee pursuant to Article 7 of the Master Lease and is entitled, pursuant thereto, to the use and equipment of the Shared Facilities subject to and in accordance with said Article 7 and Paragraph 10 of this Sublease. The aforesaid representations and warranties shall be deemed remade at and as of the Commencement Date.
Representations and Warranties of Sublandlord. Sublandlord represents and warrants for the benefit of Subtenant that: (i) the copy of the Lease attached hereto as Exhibit A is a true, correct and complete copy thereof (with certain financial provisions redacted); (ii) there exist no amendments, modifications or other agreements (whether oral or written) affecting the Lease except as attached hereto; (iii) to the best of Sublandlord’s knowledge, neither Sublandlord nor Landlord is in default under the Lease nor is there any event, condition or circumstance existing which with notice or the passage of time or both could constitute a default under the Lease; (iv) the Lease is in full force and effect; (v) neither Sublandlord nor, to the best of Sublandlord’s knowledge, anyone claiming by, through or under Sublandlord, has caused any Hazardous Substances to be generated, placed, held, stored, used, located or disposed of at the Subleased Premises in violation of Section 39 of the Original Lease, and to Sublandlord’s actual knowledge, no Hazardous Substances are located on, about or under the Subleased Premises; (vi) Sublandlord has received no notice from Landlord with respect to any default by Sublandlord under the Lease remaining uncured as of the date hereof; and (vii) as of the date hereof, Sublandlord has received no written notice of any pending suit for claims against Sublandlord relating to any condition existing or event occurring in the Subleased Premises and Sublandlord has no knowledge of any such claims.
Representations and Warranties of Sublandlord. Sublandlord hereby represents and warrants to Subtenant that (i) each person signing this Sublease on behalf of Sublandlord is duly authorized to execute and deliver this Sublease on behalf of Sublandlord; (ii) the execution, delivery and performance of this Sublease has been duly and validly authorized in accordance with the relevant organizational documents of Sublandlord; (iii) the Prime Lease is in full force and effect; and (iv) Sublandlord has not caused any of the circumstances described in Section 14 of the Prime Lease to occur and remain uncured.
Representations and Warranties of Sublandlord. As a material inducement to Subtenant to enter into this Sublease and consummate the transactions contemplated by this Sublease, Sublandlord represents and warrants to Subtenant, as follows:
Representations and Warranties of Sublandlord. Sublandlord represents and warrants that:
(a) it has delivered a true and correct redacted copy of the Prime Lease and all amendments thereto to Subtenant;
(b) it is a corporation duly organized, validly existing, and in good standing in its state of incorporation, and if such state is not New York, is qualified to do business and is in good standing under the laws of the State of New York;
(c) it has all requisite corporate power and authority to execute, deliver, and perform its obligations under, this Sublease, the execution, delivery and performance of this Sublease by the Sublandlord, and the consummation of all transactions contemplated hereby, have been duly authorized by all necessary corporate action of Sublandlord and will not violate any laws or governmental or court regulations or orders or any agreements to which Sublandlord is a party or is subject or by which it is otherwise bound;
(d) Sublandlord has neither given nor received any notice of default under the Prime Lease, not heretofore cured or waived, and the Prime Lease is in full force and effect; and
(e) Sublandlord has not exercised, and will not exercise, its rights with respect to maintaining the Floor Unit(s) pursuant to Section 19.01(c) of the Prime Lease.
Representations and Warranties of Sublandlord. Sublandlord warrants and represents to Subtenant that (i) a true and correct copy of the Prime Lease is attached hereto as Exhibit B, (ii) the Prime Lease has not been amended or modified, (iii) to Sublandlord’s knowledge, Sublandlord is not in default of any of the provisions of the Prime Lease as of the date of this Sublease, and (iv) to Sublandlord’s actual knowledge, Landlord is not in default of any of the provisions of the Prime Lease as of the date of this Sublease.
Representations and Warranties of Sublandlord. Sublandlord represents and warrants to Subtenant that, to its actual knowledge as of the date hereof: (i) Sublandlord is not in default or breach of any of the provisions of the Sublease and Lease (as incorporated into the Sublease); (ii) the Lease and Sublease are in full force and effect and the copies thereof attached hereto are true and correct copies; and (iii) there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Sublandlord, Landlord or Tenant which could, in the aggregate, adversely affect the Premises or any part thereof or the ability of Landlord to perform its obligations under the Lease, Tenant to perform its obligations under the Sublease or of Sublandlord to perform its obligations under this Sub-Sublease.
Representations and Warranties of Sublandlord. Sublandlord hereby represents and warrants to Subtenant as follows:
Representations and Warranties of Sublandlord. The Sublandlord represents and warrants to the Subtenant that:
a. The Sublet Premises are the same premises referred to in the Master Lease.
b. The Master Lease is now in full force and effect and enforceable against the parties thereto and has the fixed expiration date of May 31, 2013.
(i) Neither the Master Landlord nor the Sublandlord is now in default in performance of any of their respective obligations under the Master Lease; (ii) the Sublandlord has not received any notice of special assessment, default or claimed default from Master Landlord; and (iii) the Sublandlord shall not be in default of the Master Lease on the Commencement Date.
(i) Sublandlord is the owner of the entire interest of Tenant under the Master Lease and has not in any way encumbered such interest or granted any other party the right to possess the Sublet Premises; and (ii) the granting of the Sublease to Subtenant will not violate any agreement or court order by which Sublandlord is bound.
e. Sublandlord agrees that so long as Subtenant is not in default (beyond any applicable notice and cure period) under the Master Lease or this Sublease, the Sublandlord will timely pay the Fixed Rent to the Master Landlord and perform all of its other obligations as required by the Master Lease.
Representations and Warranties of Sublandlord. For purposes of this Agreement, “Sublandlord’s knowledge” or similar phrases shall mean the actual knowledge of Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxx and Xxxxx Xxxxx without duty of inquiry. Except as otherwise disclosed in writing to Subtenant, Sublandlord hereby represents and warrants that the following are true and correct as of the Effective Date and as Sublandlord shall reaffirm the same Closing:
