Common use of Representations and Warranties of Sublessor Clause in Contracts

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. 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 Landlord 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. As of the date hereof, Sublessor represents and warrants to Sublessee, and agrees, covenants as follows: (i) the Prime Lease which is identified by the documents referenced above in Recital Paragraphs : A. A and B represents a true, correct and complete copy of the Prime Lease; (ii) the Prime Master Lease is attached hereto as Exhibit B. B. Sublessor has not been modified given or amended except as set forth received any notice of any default under the Master Lease, which default remains uncured, and, to the best of its knowledge, no event has occurred or failed to occur which with the passage of time and/or the giving of notice would ripen into such a default. C. Sublessor has not received written notice of any violation of Applicable Requirements (including, without limitation, environmental laws). D. There is no pending and, to the best of Sublessor’s knowledge, threatened litigation affecting Sublessor’s interest in the documents referenced above in Rectal Paragraphs A Master Lease or the subleased Premises. E. There is no litigation pending between Sublessor and B; (iii) Master Lessor. F. Subject to Landlord’s consent to this Sublease, Sublessor has all of the requisite power and authority to execute, deliver and perform its obligations under this Sublease and the Master Lease, and the person executing and delivering this Sublease on behalf of Sublessor has the requisite authority to perform such acts on behalf of Sublessor. G. Sublessor shall, promptly following receipt thereof, deliver to Sublessee a copy of any notice received by it from Master Lessor which would have any effect upon the subleased Premises or this Sublease. H. Sublessor agrees that, with respect to any non-disturbance agreement it has or may hereafter enter into with respect to the Master Lease, it will enforce for the benefit of the subleased Premises and Sublessee, the terms of any such non-disturbance agreement that it has the right to enforce. I. There are no written defaults under the Master Lease by Master Lessor of which Sublessor has notice from Landbrd or knowledge. J. Sublessor holds the entire lessee’s interest in the subleased Premises under the Master Lease, free and clear of default still outstanding; any liens, claims, mortgages, charges or encumbrances, subleases and occupancies (iv) other than this Sublease and the Master Lease), other than matters to which the tenancy of Sublessor, as lessee under the Master Lease, is or may be subordinate. K. Except as expressly provided herein, Sublessor will nothas obtained all necessary consents and approvals. L. Sublessor has no knowledge of any pending or threatened condemnation against the Building or the subleased Premises. M. Sublessor shall use its reasonable efforts to minimize interference with Sublessee’s business in connection with any repair, from replacement, improvement and/or work which Sublessor is obligated to perform or desires to perform, in and to the date hereof through subleased Premises, or in connection with any inspection or showing thereof, or entry therein, by Sublessor, pursuant to the date of termination terms, covenants, conditions, provisions and agreements of this Sublease. N. In any instance in this Sublease in which any matter is subject to Sublessor’s judgment, trigger an Event opinion, requirements, discretion, determination, acceptability and/or satisfaction, the same shall be subject to the standard of Default reasonableness. Notwithstanding the foregoing, the Master Lease shall prevail in setting forth the standard applicable to Sublessor’s judgment, opinion, requirements, determination, discretion, acceptability and/or satisfaction. O. Sublessee may make cosmetic/decorative changes in and to the subleased Premises, subject to the terms, conditions and requirements of the Master Lease. P. In no event shall Sublessee be liable for consequential damages incurred or which may be incurred by Sublessor hereunder. Q. All demands made by Sublessor for payment of Additional Rent by Sublessee hereunder, shall be accompanied by supporting documentation. R. Sublessor covenants and agrees to indemnify and hold Sublessee harmless from and against any and all claims, losses, damages and liabilities (as defined in including reasonable attorneys’ fees) resulting from, or arising out of, any breach or default by Sublessor or its employees, agents or contractors under this Sublease and/or the Prime Master Lease) . S. To the knowledge of Sublessor (excluding those caused by breach which for the purposes of this Sublease Section 33(S) shall mean the actual knowledge of Jxxx Xxxxxx), on the date hereof, the existing electrical, plumbing, lighting, fire sprinkler and HVAC systems (other than those constructed by Sublessee or any acts or omissions of Sublessee) which results are in Landlord rightfully terminating "good operating condition and retaking possession of the Subleased Premises from Sublessee prior to the end of the term of this Sublease; (v) no liens existimprovements, 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 alterations and utilities made or obligations incurred installed by or on behalf of Sublessor; Sublessor to or on the Premises comply with all applicable covenants and restrictions of record, applicable building codes, regulations and ordinances in effect on the date they were made or installed. The foregoing representation shall survive for a period of thirty (vi30) if any rent is abated pursuant to paragraph 16 of days from 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..date hereof.