Common use of Sublandlord Representations Clause in Contracts

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. Sublandlord hereby represents and warrants to Subtenant that 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 Commencement Date, Sublandlord is the Tenant under the Master Lease and has the right to enter into this Sublease subject to obtaining that the Master Lease and the Additional Agreements represent the entire agreement between Sublandlord and Master Landlord Consent; with respect to the lease of the Premises, (ii) the Master Lease is in full force and effect and has not been modified or amended; effect, (iii) a true and complete copy of the Master Lease Sublandlord 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 not in default under the Master Lease which remains outstanding beyond any applicable notice and cure period, and (iv) except as provided in 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 ConsentAdditional Agreements, Sublandlord has not assigned, encumbered or otherwise transferred any interest in the legal powerPremises. The "Additional Agreements" shall mean the following agreements, rights all of which Subtenant acknowledges having received copies of and authority reviewed: Subordination, Acknowledgment of Lease Assignment, Nondisturbance and Attornment Agreement and Estoppel Certificate (Lease to enter into this Sublease Deed of Trust) between KeyBank National Association and Ariba, Inc., dated June 28, 2000; Subordination, Acknowledgment of Lease Assignment, Nondisturbance and Attornment Agreement and Estoppel Certificate (Lease to consummate the transactions contemplated herebyJunior Deed of Trust) between Lehman Ali, Inc. and Ariba, Inc. dated July 13, 2000; (viii) the individuals executing this Sublease on behalf Letter from Jax Xxxx Xxxpany regarding Tenant Improvements dated September 11, 2000; Xxxordination, Acknowledgment of Sublandlord have the powerLease Assignment, right Nondisturbance and authority Attornment Agreement and Estoppel Certificate among Ariba, Inc., Bank of America and Moffett Park Drive LLC dated October 25, 2000; First Amendment to bind SublandlordLexxx xxxween Moffett Park Drive LLC, as Lessor, and Ariba, Inc., as Lessee, dated Xxxxxxy 12, 2001; (ix) subject to obtaining Master Landlord ConsentTri-Party Agreement between Ariba, this Sublease will be valid Inc. and legally binding upon Sublandlord KeyBank National Association, dated February 14, 2001; Subordination, Acknowledgment of Lease Assignment, Nondisturbance and enforceable in accordance with its termsAttornment Agreement and Estoppel Certificate between Lowe Northwest Investor Properties I, L.L.C., and Ariba, Inc., dated Xxxil 30, 2002; and five (x5) there has not been filed by or against Sublandlord a petition in bankruptcyexecuted Memoranda of Commencement of Lease Term dated March __, voluntary or otherwise2001, any assignment for the benefit of creditorsMarch __, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States or any state thereof2001, or any other action brought pursuant to such bankruptcy laws with respect to Sublandlord. Sublandlord shall not voluntarily terminate the March 30, 2001, April 24, 2001, and April 24, 2001, respectively (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 takingExhibits E-1, given by Sublandlord to Master Landlord or received by Sublandlord from Master LandlordE-2, E-3, E-4 and E-5).

Sublandlord Representations. Sublandlord hereby represents and warrants to Subtenant that 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 Commencement Date, Sublandlord is the Tenant under the Master Lease and has the right to enter into this Sublease subject to obtaining that the Master Lease and the Additional Agreements represent the entire agreement between Sublandlord and Master Landlord Consent; with respect to the lease of the Premises, (ii) the Master Lease is in full force and effect and has not been modified or amended; effect, (iii) a true and complete copy of the Master Lease Sublandlord 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 not in default under the Master Lease which remains outstanding beyond any applicable notice and cure period, and (iv) except as provided in 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 ConsentAdditional Agreements, Sublandlord has not assigned, encumbered or otherwise transferred any interest in the legal powerPremises. The “Additional Agreements” shall mean the following agreements: five (5) executed Memoranda of Commencement of Lease Term dated March, rights 2001, March, 2001, March 30, 2001, April 24, 2001, and authority April 24, 2001, respectively (Master Lease Exhibits E-1, E-2, E-3, E-4 and E-5); the First Amendment to enter into this Amended and Restated Sublease between Ariba, Inc., and Interwoven, Inc. dated September 9, 2004; the Consent to consummate Sublease between Master Landlord, Sublandlord and Subtenant dated October 21, 2004; the transactions contemplated herebyRecognition Agreement between Master Landlord, Sublandlord and Subtenant dated October 21, 2004; the Subordination, Acknowledgment of Lease Assignment, Nondisturbance and Attornment Agreement and Estoppel Certificate (viiiLease to Deed of Trust) between Metropolitan Life Insurance Company (“Met Life”) and Sublandlord dated March 9, 2004; the individuals executing this Sublease on behalf Subordination, Acknowledgment of Lease Assignment, Nondisturbance and Attornment Agreement and Estoppel Certificate (Lease to Junior Deed of Trust) between Washington Real Estate Holdings, LLC and Sublandlord have dated March 9, 2004; the powerTri-Party Agreement between Met Life, right and authority to bind Sublandlord; (ix) subject to obtaining Master Landlord Consentand Sublandlord dated March 31, this Sublease will be valid and legally binding upon Sublandlord and enforceable in accordance with its terms2004; and (x) there has not been filed by or against Sublandlord a petition in bankruptcythe Tri-Party Agreement between Met Life, 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 and Sublandlord from Master Landlorddated October 21, 2004.

Sublandlord Representations. Sublandlord represents and warrants to Subtenant that (i) as it is the holder of the Commencement Date, Sublandlord is interest of the Tenant under the Master Lease and has the right to enter into this Sublease subject to obtaining the Master Landlord ConsentLease; (ii) that the Master Lease is in full force and effect and has not been modified amended or amended; (iii) modified, except as indicated above, and a true correct and complete copy of the Master Lease is attached hereto as Exhibit A and there exist no other agreements between ; (iii) it has not received any notices from any governing agency alleging any non-compliance of the Premises with the provisions of any applicable environmental laws nor has Sublandlord received notice for 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 that remains outstanding beyond uncured, nor doers Sublandlord know of any facts which, with notice or the expiration passage of time, would ripen into a default; (iv) Sublandlord has not assigned, sublet, pledged or in any way transferred or encumbered its interests in the applicable grace period set forth thereinPremises; (v) there are no subleases entered into to the best of its knowledge, the Premises is in compliance with applicable law as required of Sublandlord by Sublandlord which are currently in effect and which affect the use and occupancy Lease, including the applicable provisions of the Sublease PremisesAmericans With Disabilities Act of 1992; (vi) there is no existing breach by Sublandlord is a duly organized, validly existing limited liability company in good standing or the Master Landlord under the laws Lease and no event which with the giving of the State notice or passage of Delawaretime or both would constitute a default thereunder; (vii) subject upon execution and delivery of a consent to obtaining this Sublease by Master Landlord ConsentLandlord, Sublandlord has the legal powerfull right, rights power and authority to enter into this Sub-Sublease and to consummate the transactions contemplated herebyperform its obligations hereunder; (viii) all systems in the individuals executing this Sublease on behalf of Sublandlord have Premises, including without limitation the powerlighting, right HVAC, electrical and authority to bind Sublandlordplumbing systems are in good working order; and (ix) subject to obtaining there are no ongoing disputes between Sublandlord and Master Landlord Consentregarding any matters related to the Sublease. Sublandlord further represents and warrants to Subtenant, that during Sublandlord’s period of occupancy and use of the Premises under the Lease, no Hazardous Materials were manufactured, refined, stored, disposed of, produced or processed on, under or in any part of the Premises by Sublandlord and no Hazardous Materials have been used in the construction by Sublandlord of any alterations or improvements to the Premises The parties hereto have executed this Sublease will be valid at the place and legally binding upon Sublandlord and enforceable in accordance with its terms; and (x) there has not been filed by or against Sublandlord on the dates specified above their respective signatures. SUBLANDLORD SUBTENANT MONOLITHIC POWER SYSTEMS, INC., a petition in bankruptcyCalifornia company ANCHOR BAY TECHNOLOGIES, voluntary or otherwisea California corporation By: /s/ C. Xxxxxxx Xxxxx, any assignment for the benefit of creditorsXx. By: /s/ Xxxxx Xxxxxxxxxx Name: C. Xxxxxxx Xxxxx, 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 SublandlordXx. Sublandlord shall not voluntarily terminate the Master Lease as it applies to the Sublease Premises during the Term except as otherwise expressly provided hereinName: Xxxxx Xxxxxxxxxx Title: Chief Financial Officer Title: Chief Executive Officer By: By: Name: Name: Title: Title: 1. 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.EXHIBIT “A”

Sublandlord Representations. (a) Sublandlord represents and warrants to Subtenant that (i) as of the Commencement DateEffective Date that, Sublandlord is the Tenant under the Master Lease and has the right to enter into this Sublease subject to obtaining the Master Landlord Consent; Sublandlord’s actual knowledge, (iii) the Master Lease is in full force and effect and is valid and binding on the parties, and no Event of Default has occurred under the Master Lease and (ii) no event has occurred and is continuing which would constitute an Event of Default but for the requirement of the giving of notice and/or the expiration of the period of time to cure. Whenever used in this Sublease, the phrase “to Sublandlord’s actual knowledge” and similar phrases shall be limited in meaning to the actual (as distinguished from implied, imputed or constructive) knowledge of Xxxxx Xxxxxx or Xxxx X’Xxxxxx without independent inquiry or investigation, and without imputation to such individuals or Sublandlord of facts and matters otherwise within the personal knowledge of any other officers or employees of Sublandlord or third parties. (b) Provided Subtenant shall timely pay all Sublease Rent and other amounts when and as due under this Sublease, Sublandlord shall not been modified commit an Event of Default as defined Section 19.11 of the Master Lease. (c) Sublandlord covenants and agrees (i) not to do or amendedfail to do anything which would constitute a default or an Event of Default under the Master Lease; (iiiii) a true and complete copy not to voluntarily surrender or agree to an early termination of the Master Lease is attached hereto as Exhibit A and there exist no whether pursuant to Section 28.31, Section 11.6, Article 13, or pursuant to any 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 section 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 organizedunless Subtenant has exercised its corresponding right to terminate under such section(s)), 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 (xiii) 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 promptly following receipt thereof a copy of any notice of default or termination other correspondence regarding the Premises received from Landlord. (d) Sublandlord shall not agree to an amendment to the Master Lease which might have an adverse effect on the Sublease or any notice relating to any casualty upon Subtenant’s use of the Premises for the Permitted Use, or takingwhich may increase Subtenant’s obligations hereunder or decrease Subtenant’s rights hereunder. (e) Provided Subtenant shall timely pay all rent and other amounts when and as due under this Sublease, given Sublandlord shall pay, when and as due, all base rent, additional rent and other charges payable by Sublandlord to Landlord under the Master Landlord or received by Sublandlord from Master LandlordLease.

Sublandlord Representations. (a) To the Sublandlord's actual knowledge, Sublandlord represents and warrants to Subtenant that as follows as of its date of execution of this Sublease: (i) as the Lease and the 2019 Sublease are in full force and effect in accordance with, and subject to, all of the Commencement Dateterms, covenants, conditions and agreements contained therein. The Tenant did not exercise any termination right under the Lease; (ii) Sublandlord is has not received any notice of any default by Sublandlord under the Lease or 2019 Sublease, or delivered any notice of default to Landlord or Tenant, which default remains uncured, and Sublandlord has no knowledge of any event which, with the giving of notice or the passage of time, or both would constitute a default by Sublandlord under the Lease or 2019 Sublease or a default by Landlord under the Lease or a default by Tenant under the Master Lease 2019 Sublease; (iii) Sublandlord holds the Sublease, which is the entire Tenant's interest in the Premises under the Lease, free and has clear of any liens, claims, mortgages, charges or encumbrances, subleases and occupancies, other than this Sublease, the right Lease, the 2019 Sublease and matters to enter which the tenancy of the Sublandlord, as the tenant under the Lease, is or may be subordinate. Sublandlord is not a party to any subordination or nondisturbance agreement with respect to the Premises and the 2019 Sublease or the Lease; (iv) Sublandlord is not (A) on any list of specially designated nationals and blocked persons subject to financial sanctions, trade embargos, economic sanctions, or other prohibitions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control ("OFAC") or any other similar list maintained by OFAC, (B) acting, directly or indirectly, for or on behalf of any person, group, entity or nation on any such list or any other person, group, entity, nation or transaction banned or blocked pursuant to any law, order, rule or regulation that is enforced or administered by OFAC and (C) not entering into this Sublease subject to obtaining or otherwise engaging in the Master Landlord Consent; transactions contemplated in this Sublease directly or indirectly on behalf of, or instigating or facilitating this Sublease or this transaction, directly or indirectly on behalf of, any such person, group, entity or nation; (iiv) the Master The 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 B is a true, complete and there exist no other agreements between Master Landlord and Sublandlord governing the use or occupancy correct copy of the Lease, including all amendments thereto, and the 2019 Sublease Premises; attached hereto as Exhibit C is a true, complete, and correct copy of the 2019 Sublease, including all amendments thereto; (ivvi) As of the Commencement Date to the actual knowledge of Sublandlord's knowledge, Sublandlord has neither not received from, nor sent to, Master Landlord written notice of any default under violation of any Laws applicable to 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; and (vii) subject to obtaining Master Landlord ConsentTo Sublandlord's knowledge, 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 not received any written notice 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 any violation of any Laws in accordance connection 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 Hazardous Substances applicable 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 LandlordPremises.

Sublandlord Representations. (a) To the best of Sublandlord’s knowledge, Sublandlord represents and warrants to Subtenant that as follows as of its date of execution of this Sublease: (i) as the Lease is in full force and effect in accordance with, and subject to, all of the Commencement Dateterms, covenants, conditions and agreements contained therein; (ii) Sublandlord has not received any notice of any default by Sublandlord under the Lease, or delivered any notice of default to Landlord, which default remains uncured, and Sublandlord has no knowledge of any event which, with the giving of notice or the passage of time, or both would constitute a default by Sublandlord under the Lease or a default by Landlord under the Lease; (iii) Sublandlord holds the entire tenant’s interest in the Premises under the Lease, free and clear of any liens, claims, mortgages, charges or encumbrances, subleases and occupancies, other than this Sublease, the Lease and matters to which the tenancy of the Sublandlord, as the tenant under the Lease, is or may be subordinate; (iv) Sublandlord is not (A) on any list of specially designated nationals and blocked persons subject to financial sanctions, trade embargos, economic sanctions, or other prohibitions that is maintained by the Tenant under the Master Lease U.S. Treasury Department, Office of Foreign Assets Control (“OFAC”) or any other similar list maintained by OFAC, (B) acting, directly or indirectly, for or on behalf of any person, group, entity or nation on any such list or any other person, group, entity, nation or transaction banned or blocked pursuant to any law, order, rule or regulation that is enforced or administered by OFAC and has the right to enter (C) not entering into this Sublease subject to obtaining or otherwise engaging in the Master Landlord Consent; transactions contemplated in this Sublease directly or indirectly on behalf of, or instigating or facilitating this Sublease or this transaction, directly or indirectly on behalf of, any such person, group, entity or nation; (iiv) the Master The 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 D is a true, complete, and there exist no other agreements between Master Landlord and Sublandlord governing the use or occupancy correct copy of the Sublease Premises; Lease, including all amendments thereto; (ivvi) As of the Suite 300 Commencement Date or Lower Level Commencement Date, as applicable, to the actual knowledge of Sublandlord’s knowledge, Sublandlord has neither not received from, nor sent to, Master Landlord written notice of any default under violation of any Laws applicable to 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; and (vii) subject As of the date Sublandlord was indirectly acquired by Conagra Brands, Inc., to obtaining Master Landlord ConsentSublandlord’s knowledge, 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 received any notice of default or termination or any notice relating violation of any Laws in connection with Hazardous Substances applicable to any casualty or taking, given by Sublandlord to Master Landlord or received by Sublandlord from Master Landlordthe Premises.