Common use of Representations by Landlord Clause in Contracts

Representations by Landlord. Landlord represents and warrants to Tenant that, on the date hereof and throughout the Term, the following: (1) Landlord is a limited liability company, duly organized and validly existing in good standing under the laws of Delaware, has qualified to do business in the State of Texas and has all requisite power and authority to enter into and perform its obligation under this Lease. Landlord discloses to Tenant that it is affiliated with Lincoln Property Company, and the Landlord’s Broker; (2) no governmental action is required to be taken, given or obtained, as the case may be, by or from any governmental authority and no filing, recording, publication or registration in any public office or any other place, is necessary to authorize the execution, delivery and performance by Landlord of this Lease or for the legality, validity, binding effect or enforceability hereof; (3) the execution and delivery of this Lease by Landlord and the performance of its obligation hereunder will not contravene any Applicable Laws, or any judgment or order applicable to or binding on it, or contravene or result in any breach of, or constitute any default under, its articles of organization, operating agreement or any indenture, mortgage, contract, agreement or instrument to which the Landlord is a party or by which any of its properties may be bound; and (4) the execution, delivery and performance of this Lease by Landlord has been duly authorized by all necessary action; (5) this Lease has been duly executed and delivered by Landlord and constitutes the legal, valid and binding obligation of Landlord enforceable against Landlord in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, liquidation or similar laws affecting creditors’ rights generally and by general principles of equity; and (6) Landlord is in compliance and will continue to comply with all applicable anti-money laundering laws, including, without limitation. the USA Patriot Act, and the laws administered by the United States Treasury Department’s Office of Foreign Assets Control, including, without limitation, the Executive Order. Landlord further represents (such representation to be true throughout the Term) (i) that it is not, and it is not owned or controlled directly or indirectly by any person or entity, on the SON List published by the United States Treasury Department’s Office of Foreign Assets Control and (ii) that it is not a person otherwise identified by government or legal authority as a person with whom a U.S. person is prohibited from transacting business.

Representations by Landlord. Landlord represents and warrants to Tenant that, on the date hereof and throughout the Term, the following: (1a) Landlord is a limited liability companypartnership, duly organized and validly existing in good standing under the laws of DelawareTexas, has qualified to do business in the State of Texas and has all requisite power and authority to enter into and perform its obligation under this Lease. Landlord discloses to Tenant that it is affiliated with Lincoln Property Company, and the Landlord’s Broker; (2b) no governmental action is required to be taken, given or obtained, as the case may be, by or from any governmental authority and no filing, recording, publication or registration in any public office or any other place, is necessary to authorize the execution, delivery and performance by Landlord of this Lease or for the legality, validity, binding effect or enforceability hereof; (3c) the execution and delivery of this Lease by Landlord and the performance of its obligation hereunder will not contravene any Applicable Laws, or any judgment or order applicable to or binding on it, or contravene or result in any breach of, or constitute any default under, its articles of organization, operating agreement organization or any indenture, mortgage, contract, agreement or instrument to which the Landlord is a party or by which any of its properties may be bound; and (4d) the execution, delivery and performance of this Lease by Landlord has been duly authorized by all necessary action; (5e) this Lease has been duly executed and delivered by Landlord and constitutes the legal, valid and binding obligation of Landlord enforceable against Landlord in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, liquidation or similar laws affecting creditors’ rights generally and by general principles of equity; and (6f) Landlord is in compliance and will continue to comply with all applicable anti-money laundering laws, including, without limitation. , the USA Patriot Act, and the laws administered by the United States Treasury Department’s Office of Foreign Assets Control, including, without limitation, the Executive Order. Landlord further represents (such representation to be true throughout the Term) (i) that it is not, and it is not owned or controlled directly or indirectly by any person or entity, on the SON SDN List published by the United States Treasury Department’s Office of Foreign Assets Control and (ii) that it is not a person otherwise identified by government or legal authority as a person with whom a U.S. person is prohibited from transacting business...

Representations by Landlord. Neither Landlord represents and warrants nor Landlord’s agents have made any representations or promises with respect to Tenant that, on the date hereof and throughout physical condition of the TermProperty or the Building, the following: (1) Landlord is a limited liability companyDemised Premises, duly organized permissible uses of Demised Premises, the rents, leases, expenses of operation or any other matter or thing affecting or related to the Demised Premises except as herein expressly set forth below, and validly existing in good standing under the laws of Delawareno rights, has qualified to do business easements, or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the State provisions of Texas and has all requisite power and authority to enter into and perform its obligation under this Lease. Landlord discloses to Tenant that it has inspected the Building and the Demised Premises and is affiliated thoroughly acquainted with Lincoln Property Companytheir condition, and agrees to accept the same “as is” subject to completion of Landlord’s Broker; (2) no governmental action is required Work, if any, and further subject to Landlord’s representations and warranties set forth below. All understandings and agreements heretofore made between the parties hereto are merged in this Lease, which alone fully and completely expresses the agreement between Landlord and Tenant, and any executory agreement hereafter made shall be takenineffective to change, given modify, discharge or obtainedeffect an abandonment of it, as the case may bein whole or in part, by or from any governmental authority and no filing, recording, publication or registration in any public office or any other place, is necessary to authorize the execution, delivery and performance by Landlord a surrender of this Lease or for of the legality, validity, binding effect Demised Premises or enforceability hereof; (3) the execution any part thereof or of any interest of Tenant therein unless such executory agreement is in writing and delivery of this Lease signed by Landlord and Tenant. Landlord hereby warrants and represents to Tenant, for the performance express benefit of its obligation hereunder will not contravene Tenant, as follows: (a) Landlord has good, indefeasible, and marketable fee simple title to the Demised Premises and the Property, full right and authority to make and execute this Lease and, to Landlord’s current actual knowledge, as of the Date of Execution, the Demised Premises are free and clear of and from any Applicable Lawsliens, restrictions, leases or any judgment other encumbrances which would materially and adversely restrict or order applicable to or binding on it, or contravene or result in any breach of, or constitute any default under, its articles prevent Tenant’s use of organization, operating agreement or any indenture, mortgage, contract, agreement or instrument to which the Landlord is a party or by which any of its properties may be boundDemised Premises for the Permitted Use; and (4b) To Landlord’s actual knowledge, based on the executionPhase I Environmental Report prepared by Xxxxxx Associates for Alere Property Group, delivery LLC and performance dated July 2004 (a copy of this Lease by Landlord which has been duly authorized by provided to Tenant), the Demised Premises and the Property are in full compliance with all necessary actionenvironmental laws; (5c) this Lease has been duly executed The structural elements of the Building, the roof and delivered by Landlord and constitutes any of the legal, valid and binding obligation of Landlord enforceable against Landlord systems currently installed in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, liquidation or similar laws affecting creditors’ rights generally and by general principles of equitythe Building are in good condition; and (6d) Landlord There is in compliance and will continue access to comply with all applicable anti-money laundering laws, including, without limitation. Day Street from the USA Patriot Act, and the laws administered by the United States Treasury Department’s Office of Foreign Assets Control, including, without limitation, the Executive Order. Landlord further represents (such representation to be true throughout the Term) (i) that it is not, and it is not owned or controlled directly or indirectly by any person or entity, on the SON List published by the United States Treasury Department’s Office of Foreign Assets Control and (ii) that it is not a person otherwise identified by government or legal authority as a person with whom a U.S. person is prohibited from transacting businessProperty.

Representations by Landlord. (a) Tenant acknowledges that neither Landlord nor any broker, agent, or employee of Landlord has made any representations or promises with respect to the Premises or the Property except as herein expressly set forth, and no rights, privileges, easements, or licenses are acquired by Tenant except as herein expressly set forth. (b) Landlord hereby represents and warrants to Tenant that (i) Landlord is the owner of the Premises in fee simple absolute and the Premises are not subject to the lien of any deed of trust, on mortgage or other similar encumbering instrument except a deed of trust and related security instrument benefitting G Street Funding Company, an affiliate of X.X. Xxxxxx & Co.; (ii) Landlord's title to the Premises is not subject to any lien, easement, covenant or encumbrance which prohibits the use of the Premises as contemplated in this Lease; (iii) to the best of Landlord's knowledge and belief, no existing zoning ordinance prevents the use of the Premises for the specific purpose set forth in this Lease; (iv) to the best of Landlord's knowledge and belief, no Materials exist on, under or about the Premises as of the date hereof and throughout nor have any Materials been transported to or from the TermPremises or used, generated, manufactured, stored or disposed of on, under or about the following:Premises except in compliance with all applicable laws; (1v) subject to the consent of G Street Funding Company, Landlord has full authority to enter into this Lease; (vi) subject to the consent of G Street Funding Company, no joinder or approval of another party is a limited liability company, duly organized and validly existing in good standing under the laws of Delaware, has qualified required with respect to do business in the State of Texas and has all requisite power Landlord's right and authority to enter into and perform its obligation under this Lease. Landlord discloses (vii) to Tenant that it the best of Landlord's knowledge and belief, the Building structure is affiliated with Lincoln Property Company, in good condition and the Landlord’s Brokerrepair and has no structural defects nor are there any defects affecting any base building systems; (2viii) no governmental action to the best of Landlord's knowledge and belief, the structure (specifically including without limitation all restrooms and other base building items) has been (or as of the Lease Commencement Date will be) constructed in accordance with, and is required to be takenotherwise in full compliance with, given or obtainedall applicable federal, as the case may bestate and local laws, by or from any governmental authority statutes, ordinances, rules, regulations and no filing, recording, publication or registration in any public office or any other place, is necessary to authorize the execution, delivery and performance by Landlord of this Lease or for the legality, validity, binding effect or enforceability hereof; (3) the execution and delivery of this Lease by Landlord and the performance of its obligation hereunder will not contravene any Applicable Laws, or any judgment or order applicable to or binding on it, or contravene or result in any breach of, or constitute any default under, its articles of organization, operating agreement or any indenture, mortgage, contract, agreement or instrument to which the Landlord is a party or by which any of its properties may be boundrequirements; and (4ix) the execution, delivery and performance a permanent certificate of this Lease by Landlord occupancy has been duly authorized by all necessary action; (5issued for the Building. As used herein, "to the best of Landlord's knowledge and belief" means to the best knowledge and belief of the general partner(s) this Lease has been duly executed and delivered by Landlord and constitutes the legal, valid and binding obligation of Landlord enforceable against Landlord in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, liquidation or similar laws affecting creditors’ rights generally and by general principles of equity; and (6) Landlord is in compliance and will continue to comply with all applicable anti-money laundering laws, including, without limitation. the USA Patriot Act, and the laws administered by the United States Treasury Department’s Office of Foreign Assets Control, including, without limitation, the Executive Order. Landlord further represents (such representation to be true throughout the Term) (i) that it is not, and it is not owned or controlled directly or indirectly by any person or entity, on the SON List published by the United States Treasury Department’s Office of Foreign Assets Control and (ii) that it is not a person otherwise identified by government or legal authority as a person with whom a U.S. person is prohibited from transacting businesstherein.