Common use of Representations of Tenant Clause in Contracts

Representations of Tenant. Tenant hereby represents and warrants to Landlord the following: (i) Tenant has not heretofore sublet the Reduction Premises nor assigned, transferred or conveyed all or any portion of its rights, title or interest in the Lease; (ii) no other person, firm or entity has any right, title or interest in the Lease; (iii) Tenant has the full right, legal power and actual authority to enter into this Amendment and to terminate its lease of the Reduction Premises without the consent of any person, firm or entity; (iv) this Amendment is legal, valid and binding upon Tenant and Landlord, enforceable in accordance with its terms; (v) Tenant has not done any of the following: (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing to its inability to pay its debts as they become due; or (f) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Amendment and ending on the date which is ninety-one (91) days thereafter; and (vi) there no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord. Tenant further represents and warrants to Landlord that as of the date hereof there are no mechanic’s liens or other liens encumbering all or any portion of the Reduction Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 13 shall survive the termination of Tenant’s lease of the Reduction Premises and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.

Representations of Tenant. Tenant hereby represents and warrants to Landlord that as of the following: Execution Date: (ia) Tenant has not heretofore sublet is a corporation duly organized and existing and in good standing under the Reduction Premises nor assigned, transferred or conveyed all or any portion laws of its rights, title or interest the State of Delaware and is qualified as a foreign corporation to transact business in the Lease; (ii) no other person, firm or entity has any right, title or interest in State of Maryland. The execution and delivery of this Lease and the Lease; (iii) Tenant has the full right, legal power and actual authority to enter into this Amendment and to terminate its lease consummation of the Reduction Premises without the consent transactions contemplated hereby have been authorized by all necessary corporate action of any person, firm or entity; (iv) Tenant. The individual executing this Amendment Lease on behalf of Tenant is legal, duly authorized to execute this Lease on behalf of Tenant and this Lease is a valid and binding upon Tenant and Landlordobligation of Tenant, enforceable in accordance with its terms; . (vb) The execution and delivery of this Lease by Tenant and the performance by Tenant of its obligations under this Lease do not (i) conflict with, or result in the breach of, or constitute a default or permit acceleration of maturity under, any indenture, mortgage, deed of trust, loan agreement or any contract or agreement to which Tenant is a party or by which Tenant is bound and does not conflict with, or result in a breach of the provisions of the organizational and governing documents of Tenant, (ii) constitute a violation of any governmental law, ordinance, regulation or other requirement applicable to Tenant, (iii) constitute a violation of any judgment, decree or order applicable to Tenant, or (iv) require the consent, waiver or approval of any third party. Tenant has not done any of the following: (a1) made a general assignment for the benefit of creditors; , (b2) filed any voluntary involuntary petition in bankruptcy or suffered the filing of an any involuntary petition by its Tenant’s creditors; , (c3) suffered the appointment of a receiver to take possession of all, all or substantially, substantially all of its Tenant’s assets; , (d4) suffered the attachment or other judicial seizure of all, or substantially all, of its Tenant’s assets; , (e5) admitted in writing to its inability to pay its debts as they become due; , or (f6) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Amendment and ending on the date which is ninety-one (91) days thereafter; and (vi) there no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord. Tenant further represents and warrants to Landlord that as of the date hereof there are no mechanic’s liens or other liens encumbering all or any portion of the Reduction Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 13 shall survive the termination of Tenant’s lease of the Reduction Premises and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.

Representations of Tenant. Tenant hereby represents and warrants to Landlord the following: (i) Tenant has not heretofore sublet other than the Reduction Premises nor assigned, transferred or conveyed all or any portion of its rights, title or interest in the Lease; (ii) previously approved Subtenant no other person, firm or entity has any right, title or interest in the Lease; (iiiii) Tenant has the full right, legal power and actual authority to enter into this Amendment and to terminate its lease of the Reduction Premises without the consent of any person, firm or entity; (iviii) this Amendment is legal, valid and binding upon Tenant and Landlord, enforceable in accordance with its terms; (viv) Tenant has not done any of the following: (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing to its inability to pay its debts as they become due; or (f) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Amendment and ending on the date which is ninety-one (91) days thereafter; and (viv), to Tenant’s knowledge, (a) there no uncured defaults on the part of Landlord Landlord, and (b) Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord. Tenant further represents and warrants to Landlord that as of the date hereof there are no mechanic’s liens or other liens encumbering all or any portion of the Reduction Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 13 16 shall survive the termination of Tenant’s lease of the Reduction Premises and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.

Representations of Tenant. Tenant hereby represents and warrants to Landlord the following: (i) Tenant has not heretofore sublet the Reduction Premises nor assigned, transferred or conveyed all or any portion of its rights, title or interest in the Lease; (ii) no other person, firm or entity has any right, title or interest in the Lease; (iii) Tenant has the full right, legal power and actual authority to enter into this Amendment and to terminate its lease of the Reduction Premises without the consent of any person, firm or entity; (iv) this Amendment is legal, valid and binding upon Tenant and Landlord, enforceable in accordance with its terms; (v) Tenant has not done any of the following: (a) made a general assignment for Tenant makes the benefit following representations and warranties to Landlord, each of creditors; (b) filed any voluntary petition which are true and correct in bankruptcy or suffered the filing all material respects as of an involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing to its inability to pay its debts as they become due; or (f) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Amendment Master Lease and ending each subsequent Lease and each of which shall remain true and correct in all material respects during the entire term of this Lease: (i) Neither Tenant (nor any Affiliate of Tenant or Alternative Tenant in cases where a Lease is executed by such Affiliate or Alternative Tenant) is now in default in any payment of principal or interest on any obligations for borrowed money having a principal balance of Three Million Dollars ($3,000,000.00) or more in the date aggregate (excluding obligations which are limited in recourse to specific property of Tenant provided that such property is ninety-one (91) days thereafter; and (vi) there no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord. Tenant further represents and warrants to Landlord that as of the date hereof there are no mechanic’s liens or other liens encumbering all or any not a substantial portion of the Reduction Premises by virtue assets of Tenant and excluding any debt which is denominated as "subordinated debt"), or in the performance of any act other provision contained in any instrument under which any such obligation is created or omission on secured (including the part breach of any covenant thereunder), where an effect of such default is that the holders of such obligation have the right to cause such obligation to become due prior to its stated maturity; and (ii) There has not been rendered against Tenant (or an Affiliate of Tenant or Alternative Tenant in cases where a Lease is executed by such Affiliate or Alternative Tenant) any final, non-appealable judgment or judgments for the payment of money in excess of One Million Five Hundred Thousand Dollars ($1,500,000.00) in the aggregate not fully covered (excluding deductibles) by insurance, which judgment remains undischarged, unvacated, unbounded or unstayed for a period of thirty (30) consecutive days after its predecessorsentry. (b) If, contractors, agents, employees, successors, assigns during the Term of this Master Lease facts or subtenants. The representations and warranties circumstances occur which would make any representation set forth in this Section 13 6.5 untrue in any material respect, Tenant shall survive the termination of Tenant’s lease immediately notify Landlord in writing of the Reduction Premises facts and Tenant shall be liable circumstances with respect to Landlord for any inaccuracy or any breach thereofsuch representation.

Representations of Tenant. Tenant hereby represents and warrants to Landlord that with respect to the following: Initial Give-Back Space and the Editing Bay Give-Back Space (icollectively, the "Give-Back Space") (a) Tenant has not heretofore sublet heretofore, and as of the Reduction Premises Initial Give­ Back Date and the Editing Bay Give-Back Date, Tenant shall not have sublet, licensed or otherwise permitted the occupancy of the Give-Back Space by third parties nor assigned, transferred or conveyed assigned all or any portion of its rights, title or interest in the Lease; Lease with respect to the Give-Back Space, and (ii) no other person, firm or entity has any right, title or interest in the Lease; (iiib) Tenant has the full right, legal power and actual authority to enter into this Tenth Amendment and to terminate its lease of the Reduction Premises Lease, as amended, with respect to the Give-Back Space without the consent of any person, firm or entity; (iv) this Amendment is legal, valid and binding upon Tenant and Landlord, enforceable in accordance with its terms; (v) Tenant has not done any of the following: (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing to its inability to pay its debts as they become due; or (f) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Amendment and ending on the date which is ninety-one (91) days thereafter; and (vi) there no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord. Tenant further represents and warrants to Landlord that as of the date hereof there are_no, and as of the Initial Give_.Back Date and the Editing Bay Give-Back Date, there shall not be any, (i) Alterations, including, without limitation, Cosmetic Alterations, as those terms are no mechanic’s liens defined in Section 9(C) of the Original Lease, in the Give-Back Space, without Landlord's prior written consent, provided that Tenant shall continue to be obligated to make all repairs to the Give-Back Space prior to the Initial Give-Back Date and the Editing Bay Give-Back Date, as applicable, in accordance with Section 9(A) of the Original Lease, (ii) mechanics' liens, or other liens encumbering all or any portion of the Reduction Premises Initial Give-Back Space or the Editing Bay Give-Back Space, as applicable, by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 13 2.2.3 shall survive the termination of Tenant’s lease of the Reduction Premises Lease with respect to the Give-Back Space, and Tenant shall be liable to Landlord for any inaccuracy inaccuracies or any breach thereof.

Representations of Tenant. Tenant hereby represents and warrants to Landlord the following: that (i) Tenant has not heretofore assigned or sublet the Reduction Premises nor assigned, transferred or conveyed all or any portion of its rights, title or interest in the LeaseLease or in the Premises; (ii) no other person, firm or entity has any right, title or interest in the LeaseLease or in the Existing Premises through Tenant; (iii) Tenant has the full right, legal power and actual authority to enter into this Amendment bind Tenant to the terms and to terminate its lease of the Reduction Premises without the consent of any person, firm or entityconditions hereof; (iv) this Amendment the Lease is legal, valid in full force and effect and is binding upon and enforceable against Tenant and Landlord, enforceable in accordance with its terms; (v) neither Tenant has not done nor, to Tenant’s knowledge, Landlord is in default in the performance or observance of any of its obligations under the following: (a) made a general assignment for the benefit of creditorsLease; (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing to its inability to pay its debts as they become due; or (f) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Amendment and ending on the date which is ninety-one (91) days thereafter; and (vi) there no uncured defaults on the part of Landlord and to Tenant’s knowledge, Tenant has no claimexisting defenses, cause of actionoffsets, offset, set-off, deduction, counterclaim deductions or other similar right claims against Landlord. Tenant further represents and warrants to Landlord that as the enforcement of the date hereof there are no mechanic’s liens or other liens encumbering all or any portion of the Reduction Premises Lease by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties Landlord; (vii) except as set forth in this Section 13 shall survive Amendment, all work and tenant improvements required by the termination Lease to be completed by Landlord have been completed in the manner satisfactory to Tenant and all improvement allowances have been paid; in accordance with the terms, conditions and covenants set forth in the Lease, and no payments are required to be made to Tenant in connection therewith; (viii) Tenant is in possession of the Premises as revised herein; (ix) Tenant has not engaged a broker to procure this Amendment and no brokers’ commissions, finder’s fees or other similar amount is due to any broker, agent or third party; and (x) no actions, whether voluntary or otherwise, are pending against Tenant under the bankruptcy laws of the United States or any state and there are no claims or actions pending against Tenant which, if decided against Tenant, would materially and adversely affect Tenant’s lease of financial condition or its ability to perform the Reduction Premises and Tenant shall be liable to Landlord for any inaccuracy or any breach thereofTenant’s obligations under the Lease.

Representations of Tenant. Tenant hereby represents and warrants to Landlord the following: Subtenant that (i) a true, complete, and correct copy of the Master Lease, as provided to Tenant has not heretofore sublet by Sublandlord, is attached hereto as Exhibit A, and a true, complete, and correct copy of the Reduction Premises nor assignedSublease is attached hereto as Exhibit B, transferred or conveyed all or any portion of its rights, title or interest in the Lease; (ii) the Sublease, and to Tenant’s knowledge, the Master Lease are each in full force and effect and have not been amended, and that, to Tenant’s knowledge, no other persondefault exists on the part of Tenant, firm Sublandlord or entity has any rightMaster Landlord under the Sublease or Master Lease, title or interest in the Lease; (iii) Tenant has the full right, legal right and power to execute and actual authority to enter into deliver this Amendment Sublease and to terminate perform its lease of the Reduction Premises without the consent of any personobligations hereunder, firm or entity; subject only to Sublandlord’s and Master Landlord’s consent, (iv) to Tenant’s knowledge, there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Tenant, which could adversely affect the Third Floor Space or any part thereof or the ability of Tenant to perform its obligations under the Sublease and Master Lease, or of Tenant to perform its obligations under this Amendment Agreement, and Tenant is legalnot aware of any facts which might result in any such actions, valid and binding upon Tenant and Landlord, enforceable in accordance with its termssuits or proceedings; (v) Tenant has not done to Tenant’s knowledge, there is no pending or threatened condemnation or similar proceeding affecting the Third Floor Space or any of the following: (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of allportion thereof, or substantially, all of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing to its inability to pay its debts as they become due; or (f) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Amendment and ending on the date which is ninety-one (91) days thereafter; and (vi) there no uncured defaults on the part of Landlord and Tenant has no knowledge that any such action currently is contemplated; (vi) Tenant has not received any notice from any insurance company of any defects or inadequacies in the Third Floor Space or any part thereof which could adversely affect the insurability of the Third Floor Space or the premiums for the insurance thereof; and (vii) to Tenant’s knowledge, (1) no Hazardous Materials are present in, on or under the Third Floor Space or Building or the soil, surface water or groundwater thereof in violation of any applicable environmental law, and (2) no notice of any action, proceeding or claim, cause pending or threatened, regarding the Building or land of action, offset, set-off, deduction, counterclaim which it is a part concerning any Hazardous Materials or other similar right against Landlordpursuant to any environmental laws has been provided to or served upon Tenant. Tenant further represents and warrants (x) shall continue to Landlord that as perform the obligations of “Subtenant” under the Sublease which are not incorporated herein, including the obligation of Tenant to pay rent to Sublandlord in accordance with the provisions of the date hereof there are no mechanicSublease, (y) shall not amend or modify the Sublease in any way so as to materially or adversely affect Subtenant or its interest hereunder, increase Subtenants obligations hereunder, or materially restrict Subtenant’s liens rights hereunder, and (z) agrees not to voluntarily terminate, cancel or other liens encumbering all or any portion of surrender the Reduction Premises by virtue of any act or omission on Sublease with respect to the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 13 shall survive the Third Floor Space that will cause a termination of TenantSubtenant’s lease right of possession, during the Reduction Premises and Tenant shall be liable to Landlord Term for any inaccuracy reason, without the prior written consent of Subtenant, which consent shall not be unreasonably withheld or any breach thereofdelayed.

Representations of Tenant. Tenant hereby represents and warrants to Landlord that, with respect to the following: Second Termination Space, (ia) Tenant has not heretofore sublet the Reduction Premises Second Termination Space, nor assigned, transferred or conveyed assigned all or any portion of its rights, title or interest in the Lease, as amended by this Fifth Amendment; (iib) excluding Tenant’s Affiliates, as that term is defined in the Office Lease, no other person, firm or entity has any right, title or interest in the Lease, as amended by this Fifth Amendment; (iiic) Tenant has the full right, legal power and actual authority to enter into this Fifth Amendment and to terminate its lease of the Reduction Premises Lease, as amended by this Fifth Amendment, with respect to the Second Termination Space without the consent of any person, firm or entity; (iv) this Amendment is legal, valid and binding upon Tenant and Landlord, enforceable in accordance with its terms; (v) Tenant has not done any of the following: (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (d) suffered the attachment or other judicial seizure individuals executing this Fifth Amendment on behalf of allTenant have the full right, or substantially all, of its assets; (e) admitted in writing legal power and actual authority to its inability to pay its debts as they become due; or (f) made an offer of settlement, extension or composition to its creditors generally. In addition bind Tenant to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Amendment terms and ending on the date which is ninety-one (91) days thereafter; and (vi) there no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlordconditions hereof. Tenant further represents and warrants to Landlord that as of the date hereof hereof, there are no mechanic’s liens or other liens encumbering all or any portion of the Reduction Premises the Second Termination Space by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. Tenant covenants that Tenant shall not create any mechanics liens or other liens to encumber the Second Termination Space, and, in the event of any such liens, Tenant shall, at Tenant’s sole cost and expense, remove such liens prior to the Second Termination Date. The representations and warranties set forth in this Section 13 9 shall survive the termination of Tenant’s lease of the Reduction Premises Second Termination Space and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.

Representations of Tenant. Tenant hereby represents and warrants to Landlord the following: (i) Tenant has not heretofore sublet the Reduction Premises (except with respect to those two subleases previously approved by Landlord and currently in effect) nor assigned, transferred or conveyed all or any portion of its rights, title or interest in the Lease; (ii) no other person, firm or entity has any right, title or interest in the Lease; (iii) Tenant has the full right, legal power and actual authority to enter into this Amendment and to terminate its lease of the Reduction Premises without the consent of any person, firm or entity; (iv) this Amendment is legal, valid and binding upon Tenant and Landlord, enforceable in accordance with its terms; (v) Tenant has not done any of the following: (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing to its inability to pay its debts as they become due; or (f) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Amendment and ending on the date which is ninety-one (91) days thereafter; and (vi) there no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord. Tenant further represents and warrants to Landlord that as of the date hereof there are no mechanic’s 's liens or other liens encumbering all or any portion of the Reduction Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 13 9 shall survive the termination of Tenant’s 's lease of the Reduction Premises and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.

Representations of Tenant. (a) Tenant hereby represents and warrants to Landlord Landlord, as of the date of Tenant’s execution of this Seventh Amendment, the following: (i) Tenant has not heretofore and will not prior to the Original Expiration Date sublet the Reduction Premises nor assigned, transferred or conveyed all or any portion of its rights, title or interest in the Lease; (ii) no other person, firm or entity has any right, title or interest in the Lease; (iii) Tenant has the full right, legal power and actual authority to enter into this seventh Amendment and to terminate its lease of the Reduction Premises without the consent of any person, firm or entity; (iv) this Seventh Amendment is legal, valid and binding upon Tenant and LandlordTenant, enforceable in accordance with its terms; (v) Tenant has not done any of the following: (aA) made a general assignment for the benefit of creditors; (bB) filed flied any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (cC) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (dD) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (eE) admitted in writing to its inability to pay its debts as they become due; or (fF) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, ; (vi) Tenant is not contemplating taking any of the aforementioned actions referenced in the preceding (v) during the period of time commencing commending on the date of this Seventh Amendment and ending on the date which is ninety-one (91) days thereafter; and (vivii) to Tenant’s actual knowledge, there are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord. Tenant further represents and warrants to Landlord that as of the date hereof there are no mechanic’s liens or other liens encumbering all or any portion of the Reduction Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 13 Paragraph 17 shall survive the termination of Tenant’s lease of the Reduction Premises and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof. (b) Landlord hereby represents and warrants to Tenant, as of the date of Landlord’s execution of this Seventh Amendment, the following: (i) the Lease is in full force and effect; (ii) to Landlord’s actual knowledge, without inquiry or investigation, (A) there are no defaults by Landlord or by Tenant under the Lease, and (B) no circumstance has occurred which, but for the expiration of an applicable grace period, would constitute an event of default by Landlord or Tenant under the Lease; (iii) Landlord has full right, power and authority to enter into this Seventh Amendment; and (iv) the Lease, as amended by this Seventh Amendment, is a binding obligation of Landlord, enforceable in accordance with its terms.

Representations of Tenant. (a) Tenant hereby represents and warrants to Landlord Landlord, as of the date of Tenant’s execution of this Eighth Amendment, the following: (i) Tenant has not heretofore and will not prior to the Original Expriation Date sublet the Reduction Premises nor assigned, transferred or conveyed all or any portion of its rights, title or interest in the Lease; (ii) no other person, firm or entity has any right, title or interest in the Lease; (iii) Tenant has the full right, legal power and actual authority to enter into this Eighth Amendment and to terminate its lease of the Reduction Premises without the consent of any person, firm or entity; (iv) this Eighth Amendment is legal, valid and binding upon Tenant and LandlordTenant, enforceable in accordance with its terms; (v) Tenant has not done any of the following: (aA) made a general assignment for the benefit of creditors; (bB) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (cC) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (dD) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (eE) admitted in writing to its inability to pay its debts as they become due; or (fF) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, ; (vi) Tenant is not contemplating taking any of the aforementioned actions referenced in the preceding (v) during the period of time commencing on the date of this Eighth Amendment and ending on the date which is ninety-one (91) days thereafter; and (vivii) to Tenant’s actual knowledge, there are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord. Tenant further represents and warrants to Landlord that as of the date hereof there are no mechanic’s liens or other liens encumbering all or any portion of the Reduction Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 13 Paragraph 12 shall survive the termination of Tenant’s lease or earlier expiration of the Reduction Premises Lease and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof. (b) Landlord hereby represents and warrants to Tenant, as of the date of Landlord’s execution of this Eighth Amendment, the following: (i) the Lease is in full force and effect; (ii) to Landlord’s actual knowledge, without inquiry or investigation, (A) there are no defaults by Landlord or by Tenant under the Lease, and (B) no circumstance has occurred which, but for the expiration of an applicable grace period, would constitute an event of default by Landlord or Tenant under the Lease; (iii) Landlord has full right, power and authority to enter into this Eighth Amendment; and (iv) the Lease, as amended by this Eighth Amendment, is a binding obligation of Landlord, enforceable in accordance with its terms.

Representations of Tenant. Tenant hereby represents and warrants Guarantor represent and warrant to Landlord the following: that (ia) Tenant has not heretofore assigned or sublet the Reduction Premises nor assigned, transferred or conveyed all or any portion of its rights, title or interest in the Lease; (iib) no other person, firm or entity has any right, title or interest in the Lease; (iiic) Tenant and Guarantor have the full right, legal power and actual authority to enter into this Agreement and to terminate the Lease and Guaranty, as applicable, without the consent of any person, firm or entity; (d) Tenant has the full right, legal power and actual authority to enter into this Amendment bind Tenant to the terms and to terminate its lease of the Reduction Premises without the consent of any person, firm or entityconditions hereof; and (iv) this Amendment is legal, valid and binding upon Tenant and Landlord, enforceable in accordance with its terms; (ve) Tenant has not done no knowledge of any fact or circumstance which would give rise to any claim, demand, obligation, liability, action or cause of action arising out of or in connection with Tenant's occupancy of the following: (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing to its inability to pay its debts as they become due; or (f) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Amendment and ending on the date which is ninety-one (91) days thereafter; and (vi) there no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against LandlordPremises. Tenant and Guarantor further represents represent and warrants warrant to Landlord that as of the date hereof there are no no, and as of the Termination Date, there shall not be any, mechanic’s 's liens or other liens encumbering all or any portion of the Reduction Premises Premises, by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successorssuccessors or assigns. Notwithstanding the termination of the Lease and Guaranty and the release of liability provided for herein, assigns or subtenants. The the representations and warranties set forth in this Section 13 Paragraph 6 shall survive the termination of Tenant’s lease of the Reduction Premises Termination Date and Tenant and Guarantor shall be liable to Landlord for any inaccuracy or any breach thereof. Notwithstanding anything to the contrary contained herein, Landlord hereby pre-approves any sublease of the Premises by Tenant to Quality Art Auctions, Inc. prior to the Termination Date and any sublease by Tenant from Quality Art Auctions, Inc., Xxx Xxxxxxx and Xxxxxxx Xxxxxx, jointly and severally, following the Termination Date.