Representations and Warranties of Sublessor. As of the date hereof, Sublessor represents and warrants to Sublessee, and agrees, as follows: (i) the Prime Lease which is identified by the documents referenced above in Recital Paragraphs A and B represents a true, correct and complete copy of the Prime Lease; (ii) the Prime Lease has not been modified or amended except as set forth in the documents referenced above in Rectal Paragraphs A and B; (iii) Sublessor has received no written notice from Landbrd of default still outstanding; (iv) Sublessor will not, from the date hereof through the date of termination of this Sublease, trigger an Event of Default (as defined in the Prime Lease) (excluding those caused by breach of this Sublease by Sublessee or any acts or omissions of Sublessee) which results in Landlord rightfully terminating "and retaking possession of the Subleased Premises from Sublessee prior to the end of the term of this Sublease; (v) no liens exist, nor will be permitted by Sublessor to exist, against the Subleased Premises in violation of Section 22 of the Prime Lease for work performed, materials furnished, equipment supplied or obligations incurred by or on behalf of Sublessor; (vi) if any rent is abated pursuant to paragraph 16 of the Prime Lease, the Rent owed by Sublessee pursuant to this Sublease shall also be abated proportionately and for the same time, and (vi) any award which may be sought by Sublessor pursuant to Section 28.4 of the Prime Lease will be prorated between Sublessor and Sublessee based upon their respective interests in the Subleased Premises..
Representations and Warranties of Sublessor. Sublessor represents and warrants, to the Sublessee, as follows:
(a) Sublessor is the “Tenant” under the Lease;
(b) The Lease is in full force and effect and has not been modified, altered or amended except as herein identified, and the copy of the Lease attached hereto is a true, correct and complete copy of the Lease;
(c) Sublessor has not received any written notice of default under the Lease or notice of termination of the Lease from Landlord, nor has Sublessor received any written notice of violation or condemnation from any federal, state, municipal or local governmental authority relating to the Sublet Premises or Building; and
(d) Sublessor has not received a notice of default from Landlord that remains uncured, and to the knowledge of Sublessor, without investigation, there exists under the Lease no default by either Landlord or Sublessor.
Representations and Warranties of Sublessor. Sublessor represents, warrants and covenants to the Sublessee as follows:
(a) Sublessor has a leasehold interest in the Premises free and clear of any lien, charge or encumbrance arising by, through or under it or any of its affiliates or assigns (excluding the Sublessee and the Series A Partnership) which would materially, adversely affect the right or ability of Sublessee to use the Premises for the purposes specified in the Lease.
(b) As of the date first set forth above, the Lease is valid and existing and is in full force and effect, neither Sublessor nor the Lessor is in default thereunder in any material respect in the performance by either of them of any of their respective obligations thereunder, and a true and correct copy of the Lease, and all amendments thereto, is attached hereto as Exhibit A.
(c) The execution, delivery and performance by Sublessor and the Sublessee under and as contemplated in this Sublease (i) does not require any notice or consent of the Landlord or of any other Person, and (ii) will not result in a breach of or constitute a default under the Lease.
(d) For the term of this Agreement, Sublessor will comply with the terms of, and perform its obligations under, the Lease so as to maintain and preserve its rights and interests thereunder and the rights and interests of the Sublessee therein under and pursuant to this Sublease.
Representations and Warranties of Sublessor. (a) Sublessor has adequate power and capacity to enter into, and perform under, this Agreement and all related documents (together, the "Documents") and is duly qualified to do business wherever necessary to carry on its present business and operations, including the jurisdiction(s) where the Equipment is or is to be located.
(b) The Documents have been duly authorized, executed and delivered by Sublessor and constitute valid, legal and binding agreements, enforceable in accordance with their terms, except to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws.
(c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by Sublessor of the Documents except such as have already been obtained.
(d) There are no suits or proceedings pending or threatened in court or before any commission, board or other administrative agency against or affecting Sublessor, which will have a material adverse effect on the ability of Sublessor to fulfill its obligations under this Agreement.
(e) Sublessor has not received a Notice of Default on the Master Lease from Lessor and, to Sublessor's knowledge after the exercise of Sublessor's commercially reasonable best efforts to investigate the same, no material default has occurred on the Master Lease with respect to the Equipment which could not be cured by the giving of notice or undertaking of other actions not material to the market value of the Equipment taken as a whole.
Representations and Warranties of Sublessor. Sublessor represents and warrants to Sublessee that as of the date of this Sublease, (i) the Master lease is the entire agreement between Master Landlord and Sublessor regarding the Premises, and the Master Lease has not been amended or modified except as expressly set forth in this Sublease, (ii) Master Landlord and Sublessor are not in breach or default of any of the provisions of the Master lease, and (iii) the Master Lease is in full force and effect. At Sublessee's request, Sublessor shall recertify each of the foregoing representations and warranties as of the Commencement Date of this Sublease.
Representations and Warranties of Sublessor. Sublessor hereby represents and warrants to Sublessee as follows:
(a) The Master Lease is in full force and effect and neither party thereto is in default thereunder.
(b) Sublessor has title to the Current Leasehold Improvements, free and clear of all liens and encumbrances of any kind and nature, other than the Permitted Liens and the Master Lease.
Representations and Warranties of Sublessor. (a) Sublessor has the right, power and capacity to make this Sublease, and no person, firm, corporation or entity other than Sublessor has any right, title, interest or claim as "Lessee" in or to the Master Lease.
(b) Sublessor has delivered to Sublessee, and attached hereto as EXHIBIT A is, a true, complete and correct copy of the Master Lease, together with all supplements, addenda, amendments and modifications thereto, and except as set forth in EXHIBIT A, the Master Lease has not been amended, modified or supplemented in any way.
(c) The person executing this Sublease on behalf of Sublessor is fully authorized to do so, and this Sublease represents a binding agreement of Sublessor, enforceable in accordance with its terms.
Representations and Warranties of Sublessor. Sublessor represents and warrants to Sublessee, as of the Effective Date:
Representations and Warranties of Sublessor. Sublessor represents and warrants to Subtenant that, as of the date of this Sublease:
(a) Sublessor has received no written notice and has no actual knowledge that the contemplated use of the Premises will violate (i) any statutes, laws, regulations, rules, ordinances, permits, requirements or orders or decrees of any kind whatsoever now in effect (including zoning, use or building statutes, laws and ordinances and environmental protection laws, rules or regulations), or (ii) any building permits or any conditions, easements, rights-of-way, agreements of record, urban renewal plans, Subleases, covenants, restrictions of record or any other agreement affecting the Premises.
(b) To Sublessor’s actual knowledge, no assessments for public improvements have been made against the Premises which remain unpaid and there are no pending or proposed public improvements for which an assessment could be made against the Premises.
(c) Any permission, approval, joinder or consent by third parties required in order for Sublessor to enter into this Sublease has been received.
(d) Sublessor has received no written notice of any existing or threatened condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Premises or any portion thereof.
Representations and Warranties of Sublessor. Notwithstanding anything to the contrary contained in this Sublease (including, without limitation, the provisions of the Prime Lease incorporated in this Sublease by reference), Sublessor makes no representations or warranties whatsoever with respect to the Subleased Premises, this Sublease, the Prime Lease or any other matter, either express or implied, except as expressly set forth in this Sublease. Sublessor represents and warrants, as of the date of execution of this Sublease (i) that it is the holder of the interest of the “Tenant” under the Prime Lease and said interest is not the subject of any lien, assignment, conflicting sublease, or other hypothecation or pledge, (ii) that the Prime Lease is in full force and effect, unmodified and constitutes the entire agreement between Prime Lessor and Sublessor in respect of the Subleased Premises, (iii) that no default exists on the part of Prime Lessor or Sublessor under the Prime Lease, nor to the best of Sublessor’s knowledge, does any circumstance currently exist that, but for the giving of notice or the passage of time, or both, would be such a default, (iv) there are no agreements between Prime Lessor and Sublessor other than the Prime Lease and (v) there are no parking fees currently being charged by Prime Lessor for the 110 non-reserved and 10 reserved parking spaces described in Paragraph 32 of this Sublease.
