Sublandlord Representations. Sublandlord represents and warrants to Subtenant that (i) as of the Commencement Date, Sublandlord is the Tenant under the Master Lease and has the right to enter into this Sublease subject to obtaining the Master Landlord Consent; (ii) the Master Lease is in force and effect and has not been modified or amended; (iii) a true and complete copy of the Master Lease is attached hereto as Exhibit A and there exist no other agreements between Master Landlord and Sublandlord governing the use or occupancy of the Sublease Premises; (iv) to the actual knowledge of Sublandlord, Sublandlord has neither received from, nor sent to, Master Landlord written notice of any default under the Master Lease which remains outstanding beyond the expiration of the applicable grace period set forth therein; (v) there are no subleases entered into by Sublandlord which are currently in effect and which affect the use and occupancy of the Sublease Premises; (vi) Sublandlord is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware; (vii) subject to obtaining Master Landlord Consent, Sublandlord has the legal power, rights and authority to enter into this Sublease and to consummate the transactions contemplated hereby; (viii) the individuals executing this Sublease on behalf of Sublandlord have the power, right and authority to bind Sublandlord; (ix) subject to obtaining Master Landlord Consent, this Sublease will be valid and legally binding upon Sublandlord and enforceable in accordance with its terms; and (x) there has not been filed by or against Sublandlord a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States or any state thereof, or any other action brought pursuant to such bankruptcy laws with respect to Sublandlord. Sublandlord shall not voluntarily terminate the Master Lease as it applies to the Sublease Premises during the Term except as otherwise expressly provided herein. Sublandlord shall promptly deliver to Subtenant a copy of any notice of default or termination or any notice relating to any casualty or taking, given by Sublandlord to Master Landlord or received by Sublandlord from Master Landlord.
Sublandlord Representations. 19.1 Sublandlord warrants and represents that:
19.1.1 The Xxxxxxxxx is in full force and effect;
19.1.2 Sublandlord will not cause to be done or permit any act or thing to be done which will cause an Event of Default (as such term is defined in the Xxxxxxxxx) of any of the terms, covenants and conditions of the Xxxxxxxxx on its part to observe and perform; and
19.1.3 Sublandlord shall not modify or amend the Xxxxxxxxx in any way which would increase the obligations of Subtenant under the Sublease or adversely affect Subtenant’s subleasehold interest created under this Sublease (other than to a de minimis extent in connection with a ministerial or administrative matter) without Subtenant’s consent, which consent shall not be unreasonably withheld, delayed or conditioned.
Sublandlord Representations. Sublandlord hereby represents and warrants that, at the time of Sublandlord's execution of this Sublease, (i) the document attached as Exhibit A to this Sublease is a complete copy of the Master Lease and that the Master Lease and the Additional Agreements represent the entire agreement between Sublandlord and Master Landlord with respect to the lease of the Premises, (ii) the Master Lease is in full force and
Sublandlord Representations. Sublandlord represents to Subtenant that, to the best of Sublandlord’s knowledge, (i) the Building complies with M.G.L. c. 21E, (ii) the Building and the Land are free from asbestos and other hazardous environmental materials and (iii) there are no current indoor air quality issues with respect to the Building. Sublandlord agrees to indemnify and hold Subtenant harmless against any loss, cost or expense incurred by Subtenant as a result of the inaccuracy of the foregoing representations.
Sublandlord Representations. Sublandlord represents and warrants, to Sublandlord’s actual knowledge (without duty of investigation or inquiry), that: (i) it is the holder of the interest of the “Tenant” under the Master Lease and said interest is not the subject of any lien, assignment, sublease, or other hypothecation or pledge by Sublandlord; (ii) the Master Lease is in full force and effect unmodified, except as set forth above, and constitutes the entire agreement between the Master Landlord and Sublandlord in respect of the Subleased Premises; (iii) no notices of default have been served on Sublandlord under the Master Lease which have not been cured; (iv) neither Sublandlord nor Master Landlord is in default under the Master Lease; (v) there are no financing statements outstanding with respect to the Subleased Premises or any fixtures therein or improvements or alterations thereto under which Sublandlord is the debtor; (vi) there are no Hazardous Materials in, on or about the Subleased Premises (other than those materials customarily used in the business or activity expressly permitted to be undertaken in the Subleased Premises under Section 1.9 of the Master Lease); (vii) there are currently no uncured violations of any federal, state or local laws, regulations, codes, executive orders, guidelines or requirements affecting the Subleased Premises.
Sublandlord Representations. Sublandlord represents and warrants: (i) that it is the holder of the interest of the “Tenant” under the Master Lease and said interest is not the subject of any lien, assignment, sublease, or other hypothecation or pledge, (ii) that the Master Lease is in full force and effect unmodified, except as set forth above, and constitutes the entire agreement between the Landlord and Sublandlord in respect of the Sublease Premises, (iii) that no notices of default have been served on Sublandlord under the Master Lease which have not been cured, (iv) to the best of Subtenant’s knowledge, neither Sublandlord nor Landlord is in default under the Master Lease; (v) there are no financing statements outstanding with respect to the Sublease Premises or any fixtures therein or improvements or alterations thereto under which Sublandlord is the debtor; (vi) that to the best of Sublandlord’s knowledge, there are no Hazardous Materials in on or about the Building, the Land or the Sublease Premises; and (vii) that, to the best of Sublandlord’s knowledge, there are currently no uncured violations of any federal, state or local laws, regulations, codes, executive orders, guidelines or requirements affecting the Sublease Premises, the Land or the Building.
Sublandlord Representations. Sublandlord hereby represents and warrants to Subtenant that (i) the Master Lease attached hereto as Attachment A has been executed and delivered by Master Landlord and Sublandlord, is in full force and effect and has not been terminated, and constitutes the entire agreement of the parties thereto relating to the lease of the Premises (ii) no default or breach by Sublandlord or, to the best of Sublandlord's knowledge, by Master Landlord, exists under the Master Lease, (iii) no event has occurred that, with the passage of time, the giving of notice, or both, would constitute a default or breach by Sublandlord or, to the best of Sublandlord's knowledge, by Master Landlord under the Master Lease, and (iv) subject to receipt of Master Landlord's written consent hereto, Sublandlord has the right and power to execute and deliver this Sublease and to perform its obligations hereunder. SUBLANDLORD: SUBTENANT: GUIDANT CORPORATION/CPI CYPRESS BIOSCIENCE By: By: Xxxxx X. Xxxxxx ------------------------ ----------------------------- Signature: /s/[ILLEGIBLE] Signature: /s/Xxxxx X. Xxxxxx ------------------------ ----------------------------- Title: VP Finance Title: Vice President, Operations ------------------------ -----------------------------
Sublandlord Representations. Sublandlord hereby represents and warrants to Subtenant as of the Effective Date:
(a) the Master Lease is in full force and effect;
(b) the Master Lease attached hereto as Exhibit A is a full and complete copy of the agreement between Master Landlord and Sublandlord with respect to Sublandlord’s leasing of the Premises (however Subtenant acknowledges that the attached is redacted to delete all financial information);
(c) to the actual knowledge of Sublandlord, the Master Lease constitutes the entire agreement between Master Landlord and Sublandlord relating to the lease of the Premises; and
(d) no default or breach by Sublandlord or, to the actual knowledge of Sublandlord, by Master Landlord exists under the Master Lease as of the Effective Date. As used in this Sublease, the phrase “actual knowledge of Sublandlord” shall be limited to the actual knowledge of Xxxxxx Xxxxxxx (without personal liability therefor).
Sublandlord Representations. Sublandlord represents and warrants to Subtenant that to the best knowledge of Sublandlord, neither Landlord nor Sublandlord is in default in the performance of any covenant, agreement or condition contained in the Lease, and the Lease is in full force and effect.
Sublandlord Representations. Sublandlord, as the tenant under the Master Lease identified in Section 1.3 above, represents and warrants to Subtenant that: (a)
