Common use of Representations of Lessor Clause in Contracts

Representations of Lessor. The Lessor makes the following representations and warranties to Lessee: Lessor is duly organized as a Virginia limited liability company under the laws of the Commonwealth of Virginia and has the power and authority to enter into the transactions contemplated by this Lease, including without limitation, the purchase options, and to carry out its obligations hereunder and by proper action has duly authorized the execution and delivery of, and the performance under, this Lease. Lessor further represents, warrants and covenants to Lessee that (a) the Land and the Additional Land (as hereinafter defined) is presently properly subdivided in conformity with all applicable laws, covenants or restrictions of record, building codes, regulations and ordinances applicable to the Premises ("Laws") and zoned so as to permit access to the occupancy and operation of the demised Premises and the Additional Land for Lessee's intended use as a warehouse/office/distribution facility; (b) there are no title matters and no rights of any third parties which will or may prevent, hinder or restrict Lessee's intended uses or occupancy of the demised Premises and/or the Additional Land and Lessor owns fee simple title to the Premises and Additional Land free and clear of all liens and encumbrances, except those items disclosed in that certain Commitment for Title Insurance and endorsement thereto issued by Xxxxxxx Title Guaranty Company under Commitment Number DST-190199 ("Permitted Encumbrances"), and has not entered into any other leases, options, unrecorded contracts to acquire or lease or any similar or related agreements or instruments related to the Premises and/or Additional Land; (c) Lessor shall not take any future actions or omissions with respect to the Premises or Additional Land, including without limitation, any actions which affect title and/or zoning of the Premises or Additional Land which will interfere with, prohibit, restrict or adversely affect Lessee's permitted use of or access to the Premises or Additional Land; (d) there are no judicial, quasi-judicial, administrative or other orders, injunctions, moratoria, or pending or threatened proceedings against Lessor or the Land or Additional Land which preclude or interfere with or would preclude or interfere with, the occupancy and use of the demised Premises or Additional Land for Lessee's intended uses; (e) Lessor has received no written notice of violation of any federal, state, county or municipal or other governmental agency, law, ordinance, regulation, or a rule or requirement relating to the Premises or Additional Land and that the Premises and Additional Land comply with all applicable Laws; (f) water, electrical and telephone utilities have been stubbed to the Building and Additional Land; (g) to Landlord's knowledge, there are no events or circumstances existing, threatened or planned which would prohibit or materially interfere with Lessee's intended use, occupancy and development of the Premises and/or Additional Land as a warehouse/office distribution center; (h) the Premises and the Additional Land are separate legal parcels, properly subdivided under applicable laws; and (i) no Hazardous Materials (as hereinafter defined) have been used, discharged, dumped, spilled or stored on or about the Land or Additional Land and Lessor has received no notice and has no knowledge of any such condition on the Land, Additional Land or in the Building; Lessor hereby agrees that if any claim is ever made against Lessee relating to Hazardous Materials at or around the Premises or Additional Land, whether or not such Hazardous Materials are present as of the date hereof or are hereafter discovered on the Premises or Additional Land (unless introduced by Lessee or Lessee's employees, servants, agents, contractors, assignees, licensees, invitees or successors), all costs of removal, disposal and remediation incurred by, all liability imposed upon and all damages suffered by Lessee directly or indirectly arising out of the same shall be borne by Lessor, and Lessor agrees to indemnify, defend, protect and hold Lessee harmless from and against all such costs, losses, liabilities and damages, including, without limitation, all third-party claims (including sums paid in settlement thereof, with or without legal proceedings) for personal injury or property damage and other claims, actions, administrative proceedings, judgments, penalties, fines, costs, liabilities, losses, attorneys' fees and expenses (through all levels of proceedings), consultants and experts fees and all costs incurred in enforcing this indemnity. The foregoing indemnification of Lessee by Lessor includes, without limitation, costs incurred in connection with any necessary investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water or, under or about the Premises and/or Additional Land, except to the extent caused by actions of Lessee or its employees, servants, agents, contractors, assignees, licensees, invitees or successors. Without limiting the foregoing, if the presence of any Hazardous Material on or about the Premises or Additional Land not caused by Lessee or its employees, servants, agents, contractors, assignees, licensees, invitees or successors results in the contamination of the Premises or Additional Land or any part thereof or causes the Premises or Additional Land to be in violation of any Laws, Lessor shall promptly take all actions at its sole expense as are necessary to return the Premises and Additional Land to the condition they were in before the introduction of any such Hazardous Material. In taking any such actions, Lessor shall use best efforts to minimize any interference with Lessee's use of and access to the Premises and Additional Land and shall reasonably schedule such actions with Lessee. The representations, warranties and indemnities contained in this Section 2.1 shall survive the termination or expiration of this Lease and any purchase of the Premises and/or Additional Land by Lessee or any person or entity who takes an assignment of such rights pursuant to Article XX, below.

Representations of Lessor. The Lessor makes the following representations and warranties to Lessee: (a) Lessor is duly organized as a Virginia limited liability company duly organized and existing under the laws of the Commonwealth State of Virginia California and has the full power and authority to enter into this Lease and the transactions contemplated by this Lease, including without limitation, the purchase options, hereby and to carry out perform its obligations hereunder and by proper action has duly authorized the execution and delivery of, of and the performance under, under this Lease. Lessor further represents, warrants and covenants to Lessee that (a) the Land and the Additional Land (as hereinafter defined) is presently properly subdivided in conformity with all applicable laws, covenants or restrictions of record, building codes, regulations and ordinances applicable to the Premises ("Laws") and zoned so as to permit access to the occupancy and operation of the demised Premises and the Additional Land for Lessee's intended use as a warehouse/office/distribution facility; (b) there are no title matters and no rights of any third parties which will or may prevent, hinder or restrict Lessee's intended uses or occupancy of the demised Premises and/or the Additional Land and Lessor owns fee simple title to the Premises and Additional Land free and clear of all liens and encumbrances, except those items disclosed in that certain Commitment for Title Insurance and endorsement thereto issued by Xxxxxxx Title Guaranty Company under Commitment Number DST-190199 ("Permitted Encumbrances"), and has not entered into any other leases, options, unrecorded contracts to acquire or lease or any similar or related agreements or instruments related to the Premises and/or Additional Land; (c) Lessor shall not encumber or convey the Premises nor take any future actions or omissions with respect to the Premises or Additional LandPremises, including without limitation, any actions which affect title and/or zoning of the Premises or Additional Land which will interfere with, prohibit, restrict or adversely affect Lessee's permitted use of or access to the Premises or Additional Landand/or the Purchase Obligation during the term of this Lease; (dc) to Lessor's actual knowledge, there are no judicial, quasi-judicial, administrative or other orders, injunctions, moratoria, or pending or threatened proceedings against Lessor or the Land or Additional Land which preclude or interfere with or would preclude or interfere with, the occupancy acquisition and use ownership of the demised Premises or Additional Land for LesseeLessor's intended uses; and (ed) Lessor has received no written notice Lessee's use of violation of any federal, state, county or municipal or other governmental agency, law, ordinance, regulation, or a rule or requirement relating to the Premises or Additional Land and that the Premises and Additional Land comply with all applicable Laws; (f) water, electrical and telephone utilities have been stubbed to the Building and Additional Land; (g) to Landlord's knowledge, there are no events or circumstances existing, threatened or planned which would prohibit or materially interfere with Lessee's intended useother rights under this Lease, occupancy and development shall not by any act or omission of Lessor at any time during the Premises and/or Additional Land as a warehouse/office distribution center; (h) the Premises and the Additional Land are separate legal parcelsterm of this Lease be prohibited or otherwise restricted by any covenant, properly subdivided under applicable laws; and (i) no Hazardous Materials (as hereinafter defined) have been usedcondition o restriction, discharged, dumped, spilled or stored on or about the Land or Additional Land and Lessor has received no notice and has no knowledge of any such condition on the Land, Additional Land or in the Building; Lessor hereby agrees that if any claim is ever made against Lessee relating to Hazardous Materials at or around the Premises or Additional Land, whether or not such Hazardous Materials are present as of the date hereof or are hereafter discovered on the Premises or Additional Land (unless introduced by Lessee or Lessee's employees, servants, agents, contractors, assignees, licensees, invitees or successors), all costs of removal, disposal and remediation incurred by, all liability imposed upon and all damages suffered by Lessee directly or indirectly arising out of the same shall be borne by Lessor, and Lessor agrees to indemnify, defend, protect and hold Lessee harmless from and against all such costs, losses, liabilities and damages, including, without limitation, all third-party claims (including sums paid in settlement thereof, with or without legal proceedings) for personal injury or property damage and other claims, actions, administrative proceedings, judgments, penalties, fines, costs, liabilities, losses, attorneys' fees and expenses (through all levels of proceedings), consultants and experts fees and all costs incurred in enforcing this indemnity. The foregoing indemnification of Lessee by Lessor includes, without limitation, costs incurred in connection with any necessary investigation of site conditions easement or any cleanup, remedial, removal other document or restoration work required by any federal, state matter affecting title or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water or, under or about the Premises and/or Additional Land, except to the extent caused by actions of Lessee or its employees, servants, agents, contractors, assignees, licensees, invitees or successors. Without limiting the foregoing, if the presence of any Hazardous Material on or about the Premises or Additional Land not caused by Lessee or its employees, servants, agents, contractors, assignees, licensees, invitees or successors results in the contamination use of the Premises or Additional Land or any part thereof or causes the Premises or Additional Land to be in violation of any Laws, Lessor shall promptly take all actions at its sole expense as are necessary to return the Premises and Additional Land to the condition they were in before the introduction of any such Hazardous Material. In taking any such actions, Lessor shall use best efforts to minimize any interference with Lessee's use of and access to the Premises and Additional Land and shall reasonably schedule such actions with Lesseethereof. The representations, representations and warranties and indemnities contained in this Section 2.2 and Lessor's covenants contained in the last sentence of Section 2.1 above, shall survive the termination or earlier expiration of this Lease and any purchase of the Premises and/or Additional Land by Lessee or any person or entity who takes an assignment of such rights pursuant to Article XX, belowrights.

Representations of Lessor. The Lessor makes represents and warrants to Lessee that: 5.1.1. Lessor has the following representations and warranties to Lessee: Lessor is duly organized as a Virginia requisite corporate, partnership or limited liability company under capacity to enter into this Agreement and fulfill its obligations hereunder, that the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by all requisite action of its stockholders, partners or members, and by its board of directors or other governing body, and that the entering into of this Agreement and the fulfillment of its obligations hereunder does not contravene any law, statute or contractual obligation of Lessor; (a) this Agreement constitutes Lessor's legal, valid and binding obligation enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or here- after in effect relating to creditors' rights generally, (b) each person or entity signing this Agreement on behalf of the Commonwealth of Virginia and Lessor is authorized to do so, (c) Lessor has the unrestricted right, power and authority to enter into and perform its obligations under this Agreement and to grant the transactions contemplated by this Lease, including without limitation, the purchase optionsrights granted to Lessee hereunder, and (d) no other person (including any spouse) is required to carry out approve or execute this Lease in order for it to be fully enforceable as against all interests in the Property; 5.1.3. no suit, action or arbitration, or legal administrative or other proceeding is pending or has been threatened against the Lessor that would have a material adverse effect on the validity or enforceability of this Agreement or the ability of Lessor to fulfill its obligations hereunder and by proper action has duly authorized commitments hereunder, or that could result in any material adverse change in the execution and delivery of, and the performance under, this Leasebusiness or financial condition of Lessor; 5.1.4. Lessor further representsowns the Premises in fee simple, warrants and covenants subject to Lessee that (a) the Land and the Additional Land (no liens or encumbrances except as hereinafter defined) is presently properly subdivided set forth in conformity with all applicable laws, covenants Exhibit B. All persons having any ownership or restrictions of record, building codes, regulations and ordinances applicable to possessory interest in the Premises ("Laws"including spouses) are signing this Agreement. Each spouse signing this Agreement agrees that any rights such spouse may have shall be subject and zoned so as subordinate to permit access to the occupancy and operation of the demised Premises this Agreement and the Additional Land for Lessee's intended use as a warehouse/office/distribution facility; (b) there are no title matters and no rights of any third parties which will or may prevent, hinder or restrict Lessee's intended uses or occupancy of the demised Premises and/or the Additional Land and Lessor owns fee simple title to the Premises and Additional Land free and clear of all liens and encumbrances, except those items disclosed in that certain Commitment for Title Insurance and endorsement thereto issued by Xxxxxxx Title Guaranty Company under Commitment Number DST-190199 ("Permitted Encumbrances"), and has not entered into any other leases, options, unrecorded contracts to acquire or lease or any similar or related agreements or instruments related to the Premises and/or Additional Land; (c) Lessor shall not take any future actions or omissions with respect to the Premises or Additional Land, including without limitation, any actions which affect title and/or zoning of the Premises or Additional Land which will interfere with, prohibit, restrict or adversely affect Lessee's permitted use of or access to the Premises or Additional Land; (d) there are no judicial, quasi-judicial, administrative or other orders, injunctions, moratoria, or pending or threatened proceedings against Lessor or the Land or Additional Land which preclude or interfere with or would preclude or interfere with, the occupancy and use of the demised Premises or Additional Land for Lessee's intended uses; (e) Lessor has received no written notice of violation of any federal, state, county or municipal or other governmental agency, law, ordinance, regulation, or a rule or requirement relating to the Premises or Additional Land and that the Premises and Additional Land comply with all applicable Laws; (f) water, electrical and telephone utilities have been stubbed to the Building and Additional Land; (g) to Landlord's knowledge, there are no events or circumstances existing, threatened or planned which would prohibit or materially interfere with Lessee's intended use, occupancy and development of the Premises and/or Additional Land as a warehouse/office distribution center; (h) the Premises and the Additional Land are separate legal parcels, properly subdivided under applicable laws; and (i) no Hazardous Materials (as hereinafter defined) have been used, discharged, dumped, spilled or stored on or about the Land or Additional Land and Lessor has received no notice and has no knowledge of any such condition on the Land, Additional Land or in the Building; Lessor hereby agrees that if any claim is ever made against Lessee relating to Hazardous Materials at or around the Premises or Additional Land, whether or not such Hazardous Materials are present as of the date hereof or are hereafter discovered on the Premises or Additional Land (unless introduced by Lessee or Lessee's employees, servants, agents, contractors, assignees, licensees, invitees or successors), all costs of removal, disposal and remediation incurred by, all liability imposed upon and all damages suffered by Lessee directly or indirectly arising out of the same shall be borne by Lessor, and Lessor agrees to indemnify, defend, protect and hold Lessee harmless from and against all such costs, losses, liabilities and damages, including, without limitation, all third-party claims (including sums paid in settlement thereof, with or without legal proceedings) for personal injury or property damage easements and other claims, actions, administrative proceedings, judgments, penalties, fines, costs, liabilities, losses, attorneys' fees and expenses (through all levels of proceedings), consultants and experts fees and all costs incurred in enforcing this indemnity. The foregoing indemnification of Lessee by Lessor includes, without limitation, costs incurred in connection with any necessary investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water or, under or about the Premises and/or Additional Land, except to the extent caused by actions of Lessee or its employees, servants, agents, contractors, assignees, licensees, invitees or successors. Without limiting the foregoing, if the presence of any Hazardous Material on or about the Premises or Additional Land not caused by Lessee or its employees, servants, agents, contractors, assignees, licensees, invitees or successors results in the contamination of the Premises or Additional Land or any part thereof or causes the Premises or Additional Land to be in violation of any Laws, Lessor shall promptly take all actions at its sole expense as are necessary to return the Premises and Additional Land to the condition they were in before the introduction of any such Hazardous Material. In taking any such actions, Lessor shall use best efforts to minimize any interference with Lessee's use of and access to the Premises and Additional Land and shall reasonably schedule such actions with Lessee. The representations, warranties and indemnities contained in this Section 2.1 shall survive the termination or expiration of this Lease and any purchase of the Premises and/or Additional Land by Lessee or any person or entity who takes an assignment of such rights pursuant to Article XX, below.granted hereby;

Representations of Lessor. The Lessor makes represents and warrants to Lessee that: 7.1.1 Lessor has the following representations and warranties to Lessee: Lessor is duly organized as a Virginia requisite corporate, partnership, limited liability company under the laws of the Commonwealth of Virginia and has the power and authority company, or legal capacity to enter into the transactions contemplated by this Lease, including without limitation, the purchase options, Lease and to carry out fulfill its obligations hereunder and by proper action has duly authorized hereunder, that the execution and delivery of, and the performance under, this Lease. Lessor further represents, warrants and covenants to Lessee that (a) the Land and the Additional Land (as hereinafter defined) is presently properly subdivided in conformity with all applicable laws, covenants or restrictions of record, building codes, regulations and ordinances applicable to the Premises ("Laws") and zoned so as to permit access to the occupancy and operation of the demised Premises and the Additional Land for Lessee's intended use as a warehouse/office/distribution facility; (b) there are no title matters and no rights of any third parties which will or may prevent, hinder or restrict Lessee's intended uses or occupancy of the demised Premises and/or the Additional Land and Lessor owns fee simple title to the Premises and Additional Land free and clear of all liens and encumbrances, except those items disclosed in that certain Commitment for Title Insurance and endorsement thereto issued by Xxxxxxx Title Guaranty Company under Commitment Number DST-190199 ("Permitted Encumbrances"), and has not entered into any other leases, options, unrecorded contracts to acquire or lease or any similar or related agreements or instruments related to the Premises and/or Additional Land; (c) Lessor shall not take any future actions or omissions with respect to the Premises or Additional Land, including without limitation, any actions which affect title and/or zoning of the Premises or Additional Land which will interfere with, prohibit, restrict or adversely affect Lessee's permitted use of or access to the Premises or Additional Land; (d) there are no judicial, quasi-judicial, administrative or other orders, injunctions, moratoria, or pending or threatened proceedings against Lessor or the Land or Additional Land which preclude or interfere with or would preclude or interfere with, the occupancy and use of the demised Premises or Additional Land for Lessee's intended uses; (e) Lessor has received no written notice of violation of any federal, state, county or municipal or other governmental agency, law, ordinance, regulation, or a rule or requirement relating to the Premises or Additional Land and that the Premises and Additional Land comply with all applicable Laws; (f) water, electrical and telephone utilities have been stubbed to the Building and Additional Land; (g) to Landlord's knowledge, there are no events or circumstances existing, threatened or planned which would prohibit or materially interfere with Lessee's intended use, occupancy and development of the Premises and/or Additional Land as a warehouse/office distribution center; (h) the Premises and the Additional Land are separate legal parcels, properly subdivided under applicable laws; and (i) no Hazardous Materials (as hereinafter defined) have been used, discharged, dumped, spilled or stored on or about the Land or Additional Land and Lessor has received no notice and has no knowledge of any such condition on the Land, Additional Land or in the Building; Lessor hereby agrees that if any claim is ever made against Lessee relating to Hazardous Materials at or around the Premises or Additional Land, whether or not such Hazardous Materials are present as of the date hereof or are hereafter discovered on the Premises or Additional Land (unless introduced by Lessee or Lessee's employees, servants, agents, contractors, assignees, licensees, invitees or successors), all costs of removal, disposal and remediation incurred by, all liability imposed upon and all damages suffered by Lessee directly or indirectly arising out of the same shall be borne by Lessor, and Lessor agrees to indemnify, defend, protect and hold Lessee harmless from and against all such costs, losses, liabilities and damages, including, without limitation, all third-party claims (including sums paid in settlement thereof, with or without legal proceedings) for personal injury or property damage and other claims, actions, administrative proceedings, judgments, penalties, fines, costs, liabilities, losses, attorneys' fees and expenses (through all levels of proceedings), consultants and experts fees and all costs incurred in enforcing this indemnity. The foregoing indemnification of Lessee by Lessor includes, without limitation, costs incurred in connection with any necessary investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water or, under or about the Premises and/or Additional Land, except to the extent caused by actions of Lessee or its employees, servants, agents, contractors, assignees, licensees, invitees or successors. Without limiting the foregoing, if the presence of any Hazardous Material on or about the Premises or Additional Land not caused by Lessee or its employees, servants, agents, contractors, assignees, licensees, invitees or successors results in the contamination of the Premises or Additional Land or any part thereof or causes the Premises or Additional Land to be in violation of any Laws, Lessor shall promptly take all actions at its sole expense as are necessary to return the Premises and Additional Land to the condition they were in before the introduction of any such Hazardous Material. In taking any such actions, Lessor shall use best efforts to minimize any interference with Lessee's use of and access to the Premises and Additional Land and shall reasonably schedule such actions with Lessee. The representations, warranties and indemnities contained in this Section 2.1 shall survive the termination or expiration it of this Lease and the performance by it of its obligations hereunder have been duly authorized by all requisite action of its stockholders, partners or members, and by its board of directors or other governing body, and that the entering into of this Lease and the fulfillment of its obligations hereunder does not contravene any purchase law, statute or contractual obligation of Lessor; 7.1.2 this Lease constitutes Lessor's legal, valid and binding obligation enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to creditors' rights generally; 7.1.3 no suit, action or arbitration, or legal administrative or other proceeding is pending or has been threatened against Lessor that would have a material adverse effect on the validity or enforceability of this Lease or the ability of Lessor to fulfill its commitments hereunder, or that could result in any material adverse change in the business or financial condition of Lessor; 7.1.4 Lessor owns the Premises and/or Additional Land in fee simple, subject to no liens or encumbrances except as set forth in Exhibit B. All persons or entities having any ownership or possessory interest in the Premises are signing this Lease; 7.1.5 there are no Hazardous Materials on or under the Premises; and 7.1.6 no governmental approval (other than any governmental approvals which have been previously obtained) is required in connection with the due authorization, execution and delivery of this Lease by Lessee Lessor or the performance by Lessor of its obligations hereunder which Xxxxxx will be unable to obtain in due course; and 7.1.7 Lessor acknowledges that it has inspected the parking lot, that Lessor warrants the condition thereof and its suitability for Lessee’s use, and that, except as may be expressly provided to the contrary in this Lease, Lessor shall make any person alterations, improvements, or entity who takes an assignment of such rights pursuant repairs in and to Article XX, belowthe parking lot to make same ready for Lessee’s use and occupancy.