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: 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 warrants: (i) as that it is the holder of the Commencement Date, Sublandlord is interest of the Tenant “Tenant” under the Master Lease and has said interest is not the right to enter into this Sublease subject to obtaining the Master Landlord Consentof any lien, assignment, sublease, or other hypothecation or pledge; (ii) that the Master Lease is in full force and effect unmodified, and has not been modified or amendedconstitutes the entire agreement between the Landlord and Sublandlord in respect of the Sublet Premises; (iii) a true and complete copy that no notices of default have been served on Sublandlord under 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 Premiseswhich have not been cured; (iv) to the actual knowledge best of Sublandlord’s knowledge, neither Sublandlord has neither received from, nor sent to, Master Landlord written notice of any is in default under the Master Lease which remains outstanding beyond the expiration of the applicable grace period set forth thereinLease; (v) there are no subleases entered into by Sublandlord which are currently that nothing in effect the Lease is inconsistent with the rights and which affect the use and occupancy interests of the Sublease Premises; Subtenant hereunder, (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 powerfull right, rights power and authority to sublet the Sublet Premises to Subtenant hereunder (and to enter into this Sublease) and no further consents or approvals with respect to this Sublease are required from any third party other than Landlord, (vii) the Redacted Provisions (a) do not in any way restrict or limit the rights of Subtenant under this Sublease or otherwise adversely affect Subtenant’s rights or obligations under this Sublease, and to consummate (b) will not be breached by Subtenant if it complies with the transactions contemplated hereby; terms and conditions of this Sublease, and (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 expiration date of the United States or any state thereofPrime Lease is December 30, 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 Landlord2024.

Sublandlord Representations. Sublandlord represents and warrants to --------------------------- Subtenant that that: (ia) as of the Commencement Date, Sublandlord is the Tenant under the Master Lease and has the right Exhibit A 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 full and complete copy of --------- the Master Lease; (b) the Master Lease, as of the date hereof, is in full force and effect, and the Master Lease is attached hereto as Exhibit A and there exist no other agreements between constitutes the entire agreement of Master Landlord and Sublandlord governing relating to the use or occupancy lease of the Sublease Master Premises; , (ivc) to the actual knowledge there exists no event of Sublandlord, Sublandlord has neither received from, nor sent to, Master Landlord written notice of any default under the Master Lease and, to Sublandlord's current actual knowledge, there exists no event which remains outstanding beyond would constitute an event of default under the expiration Master Lease but for the giving of the any required notice and passage of any applicable grace period set forth thereinor cure period; (vd) there the person or persons executing this Sublease for Sublandlord are fully authorized to so act and no subleases entered into by other action is required to bind Sublandlord which are currently in effect and which affect the use and occupancy of the Sublease Premisesto this Sublease; (vie) 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 right and authority power to enter into execute and deliver this Sublease and to consummate perform its obligations hereunder subject, however, to Master Landlord's consent to this Sublease, (f) to Sublandlord's best knowledge, "Substantial Completion" of the transactions contemplated hereby; "Landlord Work" (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 as such terms are defined under the bankruptcy laws of the United States or any state thereofMaster Lease) has occurred, or any other action brought pursuant to such bankruptcy laws with respect to Sublandlord. Sublandlord shall not voluntarily terminate all construction required and/or contemplated by the Master Lease as it applies is completed, and a certificate of occupancy and all other necessary governmental requirements have been issued and remain valid for the Master Premises, (g) to Sublandlord's current actual knowledge, there exist no mechanics' or materialmen's liens against the Sublease Premises during Master Premises, and to Sublandlord's current actual knowledge, there exist no present circumstances which would with the Term except as otherwise expressly provided herein. Sublandlord shall promptly deliver to Subtenant passage of time result in the existence or filing of a copy of any notice of default or termination or any notice relating to any casualty or taking, given by Sublandlord to mechanics' and/or materialmen's lien against the Master Landlord or received by Sublandlord from Master LandlordPremises.

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 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.Name: Xxxxx Xxxxxxxxxx Title: Chief Financial Officer Title: Chief Executive Officer By: By: Name: Name: Title: Title: