Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE LESSOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE LESSOR. The Lessor makes the following representations, warranties and covenants as the basis for the undertakings on its part herein contained: (A) The Lessor is duly established under the provisions of the Act and has the power to enter into this Lease Agreement and to carry out its obligations hereunder. Based upon the representations of the Lessee as to the utilization of the Project Facility, the Project Facility constitutes and will constitute a "project" as such quoted term is defined in the Act. By proper official action the Lessor has been duly authorized to execute, deliver and perform this Lease Agreement and the other Leasing Documents to which it is a party. (B) Neither the execution and delivery of this Lease Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of the other Leasing Documents by the Lessor will conflict with or result in a breach by the Lessor of any of the terms, conditions or provisions of the Act, the by-laws of the Lessor or any order, judgment, restriction, agreement or instrument to which the Lessor is a party or by which it is bound, or will constitute a default by the Lessor under any of the foregoing. (C) The Lessor will cause the Project Facility to be constructed and will lease the Project Facility to the Lessee pursuant to this Lease Agreement, all for the purpose of advancing the job opportunities, health, general prosperity and economic welfare of the people of the State and improving their standard of living. (D) Except as provided herein and in Article IX and Article X hereof, the Lessor, to the extent of its interest therein, shall not sell, assign, transfer, encumber or pledge as security the Project Facility or any part thereof.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE LESSOR. The Lessor makes the following representationsrepresents, warranties warrants and covenants to the Lessee as follows:- a) The Lessor shall provide in the basis for Office Space, Power, Back up Power, Water, and High Side Air Conditioning Facilities as per the undertakings on its part herein contained:Warm Shell Specifications set out in Annexure – IV enclosed herewith. (Ab) The Lessor is duly established under the provisions sole and absolute owner of the Act Premises and has the absolute right, title, interest and power to enter into this Lease Agreement and grant lease of the Premises to carry out its obligations hereunder. Based the Lessee upon the representations terms and conditions herein contained and the Lessor confirms that there are no legal impediments of any nature whatsoever, and the Lessor has not created previously or during the subsistence of the lease, any tenancy or any other right, encumbrance or charge (except what has been stated in Clause 11 (d), below), in favor of any other party in respect of the Premises. c) The Premises is and shall be free from all encumbrances, attachments, acquisition proceedings or charges of any kind except what is stated in 11 (d), below, and there are no legal proceedings or other disputes pending in connection with the ownership of the Premises. Further, the Lessor represents that all payments relating to the Premises to all authorities including the electricity charges have been paid by the Lessor till the date of execution of the lease. d) The Lessor has obtained a loan from Xxxxxx Xxxx, XXX Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, on the security of the Premises. In respect of the Premises, the Lessor represents that as on the date hereof, it has not obtained loan from any bank other than the bank specified above. The Lessor shall not do or fail to do any act or deed in respect of the said loan which shall result in Vijaya Bank proceeding against the Lessee or against the Premises for repayment of the said loan. e) The Lessor has not entered into any Agreement or arrangement for lease or otherwise in relation to the Premises with any third party For athenahealth Technology Private Limited For RMZ INFOTECH PVT. LTD. Xxxxx Xxxxxxxx Managing Director Authorised Signatory other than the proposed lease in favour of the Lessee as and there is no restriction that shall prevent or restrict the Lessor from executing this Deed of Lease and the Lessee to the utilization enjoy lawful possession and use of the Project Facility, Premises during the Project Facility constitutes Initial Lease Period and will constitute a "project" as such quoted term any renewal of the lease thereafter for the purposes for which the lease is defined in the Act. By proper official action the being taken. f) The Lessor has been duly authorized no objection for the Lessee to executeobtain necessary approvals and/or permissions from the Government Agencies/ Authorities/ Departments, deliver Private Service providers to operate its business during the subsistence of the lease, and perform shall provide all reasonable assistance in this Lease Agreement and regard if requested by the other Leasing Documents to which it is a partyLessee. (Bg) Neither That the execution Lessee, on paying the Rent and delivery of this Lease Agreement, abiding by the consummation terms and conditions of the transactions contemplated hereby nor Lease, shall peacefully possess, hold and enjoy the fulfillment of Premises during the Initial Lease Period and any renewed period/s thereof, without any interruption, interference or compliance with the provisions of the other Leasing Documents disturbance whatsoever, by the Lessor will conflict with or result in a breach by the Lessor of any of the terms, conditions or provisions of the Act, the by-laws of from the Lessor or any orderperson/s claiming under, judgmentthrough or in trust for them/it or otherwise. h) The Lessor confirms that the Lessee is permitted to construct non-structural alterations, restrictionin a good, agreement xxxxxxx like, safe and sound manner within the Office Space, in accordance with the Lessee’s business needs. The Lessor further acknowledges that the Lessee shall at all times be the sole owner of the Lessee’s improvements within the Office Space. The Lessee shall on the expiry or instrument early termination of this lease be liable to remove from the Premises all the Lessee’s improvements, telecommunication equipments, computers, office furniture/equipments, cabling, wiring, signs, and other technology and business related equipments (collectively called “Lessee’s Improvements”) without causing any damage to the Premises. In the event of the Lessee causing any damages, to the Premises while so removing the Lessee’s Improvements, the same shall be repaired / rectified by the Lessee at its own costs, failing which the Lessor is a party or by which it is bound, or will constitute a default by shall be entitled to repair /rectify such damages at For athenahealth Technology Private Limited For RMZ INFOTECH PVT. LTD. Xxxxx Xxxxxxxx Managing Director Authorised Signatory the Lessor under any cost of the foregoingLessee and deduct the cost of such repairs/rectification from and out of the Security Deposit or otherwise. (Ci) The Lessor will cause shall, during the Project Facility currency of the lease, regularly and punctually bear and pay all the past and future Property Tax (defined hereunder) and the Urban Land Tax in respect of the Land and the Building. j) The Lessor shall observe and perform the terms, conditions, agreements, covenants and provisions contained herein and also undertake to observe and perform the laws, rules, regulations and bye-laws for the time being and from time-to-time in force, of the relevant municipal corporation and/or any other authority and shall not omit or suffer or commit or permit to be constructed committed anything whereby the Lessee’s rights to use and will lease occupy the Project Facility to the Lessee pursuant to this Lease AgreementPremises is prejudicially affected, all for the purpose of advancing the job opportunities, health, general prosperity and economic welfare of the people of the State and improving their standard of livingforfeited or extinguished. (D) Except as provided herein and in Article IX and Article X hereof, the Lessor, to the extent of its interest therein, shall not sell, assign, transfer, encumber or pledge as security the Project Facility or any part thereof.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE LESSOR. The Lessor makes represents to the following representations, warranties and covenants Lessee as the basis for the undertakings on its part herein containedfollows: (A) a. The Lessor is duly established under the provisions absolutely seized and possessed of the Act Demised Premises together with the right to use the Car Parks 1 and Car Parks 2 has the full authority and power to enter into this Lease Agreement Agreement; b. The said Building is an IT park and permitted to carry out its obligations hereunder. Based upon be used for IT/ITES or related activities as per the representations IT policy of the Lessee as to the utilization of the Project Facility, the Project Facility constitutes government and will constitute a "project" as such quoted term is defined in the Act. By proper official action the Lessor shall obtain/ renew all the necessary licenses, permissions approvals in respect thereof and ensure that the same is renewed and remain valid throughout the entire Lease Period; c. The Lessor has been duly authorized to execute, deliver constructed the said Building in full compliance with sanctioned building plans by NMMC and perform this Lease Agreement and the other Leasing Documents to which it is a party. (B) Neither the execution and delivery of this Lease Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or in compliance with the provisions applicable laws and shall continue to comply with the same; d. The Lessor is entitled to and has full right to grant Car Parks 2 in the Empire Tower Building or to make alternate arrangements for providing remaining 41 (Forty one) car parking spaces in the said Building; e. There are no proceedings pending or threatened litigations against or in respect of the other Leasing Documents said Building and/or Demised Premises or ‘Empire Towers’ Building and the same is not under any restriction, lis pendense or attached under any order of a Court; f. That the said Building has been adequately insured by the Lessor will conflict with against all usual risks and such insurance is in full force and effect; g. The Lessor has duly paid all rents, rates, taxes, duties, assessments and other outgoings, Central, State or result Municipal assessed, charged, imposed, levied or payable in respect of the said Building and/or the Demised Premises to the concerned statutory/ local or governmental authorities and also duly paid the electricity charges, maintenance charges and other outgoing payable in respect thereof till date and shall continue to pay the same in a breach timely manner throughout the Lease Period; h. The common areas and amenities in the said Building are in usable condition and shall be maintained by the Lessor Lessors to be so during the subsistence of any of the Agreement; i. On the Lessee paying the Lessor, the Lease Rent and other charges mentioned in this Agreement regularly and on observing and performing all the terms, conditions or provisions and covenants hereof, the Lessee shall be entitled to peacefully conduct Business from the Demised Premises during the Lease Period; j. The Lessor has not entered into any agreement for sale/transfer/lease/leave and license of the ActDemised Premises or entered into any agreement otherwise in favor of any third party or parties or any other agreement of any nature whatsoever in respect of the Demised Premises or any part thereof so as to prejudice its right to give the Demised Premises on lease basis to the Lessee and shall not do so throughout the Lease Period; k. The Lessor shall, subject to the by-laws Lessee being in full compliance of its financial and other obligations under the Agreement, keep/maintain the said Building in good order and condition and shall ensure that water and all critical services (lift, electricity and air conditioning, adequate fire fighting systems) including security of the said building are provided without any unreasonable disruption. l. The Lessor shall, subject to compliance with the terms of this Agreement (including timely and full payment by the Lessee to the Lessor of all dues under this Agreement), provide all other services as required under this Agreement; m. The representations and warranties of the Lessor or any order, judgment, restriction, agreement or instrument to which shall remain valid during the Lessor is a party or by which it is bound, or will constitute a default by the Lessor under any subsistence of the foregoingthis Agreement. (C) The Lessor will cause the Project Facility to be constructed and will lease the Project Facility to the Lessee pursuant to this Lease Agreement, all for the purpose of advancing the job opportunities, health, general prosperity and economic welfare of the people of the State and improving their standard of living. (D) Except as provided herein and in Article IX and Article X hereof, the Lessor, to the extent of its interest therein, shall not sell, assign, transfer, encumber or pledge as security the Project Facility or any part thereof.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE LESSOR. The Lessor makes the following representationsrepresents, warranties warrants and covenants to the Lessee as the basis for the undertakings on its part herein contained:follows:- (A) a. The Lessor is duly established under the provisions sole and absolute owner of the Act Premises and has the absolute right and power to enter into this Lease Agreement and grant lease of the Premises to carry out its obligations hereunder. Based the Lessee upon the representations terms and conditions herein contained and the Lessor confirms that there are no legal impediments of any nature whatsoever, and the Lessor shall not create during the subsistence of the Lessee as to the utilization lease, any tenancy or any other right or charge (except what has been stated in sub-clause (b), below), in favor of any other party in respect of the Project FacilityPremises. b. The Lessor has obtained a loan from State Bank of India, Industrial Finance Branch, Mid Corporate Group, Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx, Xxxxxxxxx-000000, on the security of the Premises. In respect of the Premises, the Project Facility constitutes and will constitute a "project" Lessor represents that as such quoted term is defined in on the Act. By proper official action date hereof, it has not obtained loan from any bank other than the bank specified above. c. The Lessor has been duly authorized no objection for the Lessee to executeobtain necessary approvals and/or permissions from the Government Agencies/ Authorities/ Departments, deliver Private Service providers to operate its business during the subsistence of the lease, and perform shall provide all reasonable assistance, at the cost of the Lessee, in this Lease Agreement and regard if requested by the other Leasing Documents to which it is a partyLessee. (B) Neither d. That the execution Lessee, on paying the Rent and delivery abiding by the terms and conditions of this Lease AgreementDeed, shall peacefully hold and enjoy the consummation of Premises during the transactions contemplated hereby nor the fulfillment of Initial Term and any renewed period/s thereof, without any interruption, interference or compliance with the provisions of the other Leasing Documents disturbance whatsoever, by the Lessor will conflict with or result in a breach by the Lessor of any of the terms, conditions or provisions of the Act, the by-laws of from the Lessor or any orderperson/s claiming under, judgmentthrough or in trust for them/it or otherwise. e. The Lessor confirms that the Lessee shall on and from the Lease Commencement Date, restrictionbe permitted to make non-structural alterations, agreement (“Lessee’s Improvements”) in a good, xxxxxxx like, safe and sound manner within the Office Space, in accordance with the Lessee's business needs, subject to the Fit Out Guidelines annexed hereto as Annexure VI. f. The Lessee is aware that the Building is designed to provide for an occupancy of 1 (one) person to every 10 (Ten) Square meters of Leasable Area, floor wise. If the Lessee exceeds above occupancy ratio, the Lessor will not be liable for loss of life, injury, damages, claims, etc., in any manner whatsoever, caused as a result of the same. Further, the Lessee shall be solely responsible for safety and security of its employees, visitors or instrument guests who are visiting/operating in the Premises. The Lessee shall be solely responsible to ensure that no overcrowding of the common areas takes place in the Building/Project and that in the event of any fire or any other emergency (ies) in the Building/ Premises, which requires evacuation of the occupants, it shall be solely responsible for safely evacutating its employee’s visitors, guests etc., as aforesaid from the Premises. i. On the expiry or sooner determination of the Lease, the Lessee shall be required to reinstate the Premises to the same condition as they shall be on the date of commencement of the lease, subject to normal wear and tear. The Lessee shall, without causing any damage to the Premises, be required to remove and take out all its furniture, fixtures, modular partitions, equipments and all other items installed by the Lessee at its cost. ii. Any damage caused to the premises and/or any part of the common areas and the fixtures in the common areas, other than normal wear and tear, shall be repaired / rectified by the Lessee at its own costs, failing which the Lessor shall be entitled to repair /rectify such damages at the cost of the Lessee and deduct the cost of such repairs/rectification from and out of the Security Deposit or otherwise. iii. However, upon expiry or sooner determination of lease, the Lessee may, at the sole option of the Lessor, leave behind in the Premises, such of the Lessee Improvements, as the Lessor may in its sole discretion permit and any Lessee Improvements left behind shall belong to the Lessor at no additional cost to the Lessor. iv. The Lessee shall have the right to install satellite dish, VSAT, Split AC on the terrace of the Premises at its own cost and expense after obtaining necessary permission/sanction from the concerned authority and after obtaining the Lessor’s consent as regards feasibility, location, etc., of the same. The Lessee shall g. The Lessor shall, during the currency of the lease bear and pay the Property Tax (defined hereunder) in respect of the Schedule A Property and the Building, and will keep the Lessee fully indemnified if the Lessee is a party or prevented from using the Premises, on account of any failure on the part of the Lessor to pay the same. Provided the Lessee duly observes and performs the terms of the lease, the Lessor will ensure that the Lessee’s right of peaceful possession of the Premises is not disturbed on account of any non payment of property tax by which it the Lessor. h. The Lessor shall observe and perform the terms, conditions, agreements, covenants and provisions and also undertake to observe and perform the laws, rules, regulations and bye-laws for the time being and from time-to-time in force, of the relevant municipal corporation and/or any other concerned authority to the extent that the same is boundrequired to be observed, or will constitute a default performed and complied with by the Lessor under any as the owner of the foregoing. (C) The Lessor will cause the Project Facility Land, and shall not omit or suffer or commit or permit to be constructed committed anything whereby the Lessee’s rights to use and will lease occupy the Project Facility to the Lessee pursuant to this Lease AgreementPremises is prejudicially affected, all for the purpose of advancing the job opportunities, health, general prosperity and economic welfare of the people of the State and improving their standard of livingforfeited or extinguished. (D) Except as provided herein and in Article IX and Article X hereof, the Lessor, to the extent of its interest therein, shall not sell, assign, transfer, encumber or pledge as security the Project Facility or any part thereof.