Sublandlord’s Representations. (a) Sublandlord shall indemnify, protect, defend and hold Subtenant harmless from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys' fees and costs) arising from Sublandlord's failure to comply with Sublandlord's obligations under the Overlease, except to the extent such obligations are expressly delegxxxx xx Xubtenant under this Sublease. In case any action or proceeding is brought against Subtenant by reason of any such claim, Sublandlord, upon written notice from Subtenant, will, at Sublandlord's sole cost and expense, resist or defend such action or proceeding by counsel reasonably satisfactory to Subtenant. Sublandlord's obligations set forth in this Paragraph 8(a) shall survive the Expiration Date. Notwithstanding anything to the contrary contained herein, Sublandlord shall not be liable, and Subtenant agrees to make no claim against Sublandlord for special, indirect or consequential damages, including, without limitation, lost profits or revenues.
(b) Sublandlord represents that the Overlease is in full force and effect and that there are no defaults xx Xxxxxndlord's part, or, to Sublandlord's knowledge, Overlandlord's part, under the Overlease as of the Commencement Date. As long as Subtenant is not ix xxxxxxx under this Sublease beyond the applicable cure period, Sublandlord shall continue to perform the obligations of tenant under the Overlease which are not Subtenant's direct obligation hereunder durixx xxx xxtire term of this Sublease, including the obligation of Sublandlord to pay rent to Overlandlord in accordance with the provisions of the Overlease, subject only to any early termination of the Overlease puxxxxxx xx the terms and conditions thereof as of the Effxxxxxx Xxte, and without the fault of the Sublandlord.
(c) Sublandlord shall not make or agree to make any modifications to the Overlease without the written approval of Subtenant, which approval xxxxx xxx be unreasonably withheld, delayed or conditioned.
(d) Subject to casualty to or condemnation of Subleased Space resulting in termination of the Overlease, if Subtenant performs all the provisions in this Sublease xx xx xxrformed by Subtenant, Subtenant will have and enjoy throughout the term of this Sublease the quiet and undisturbed possession of the Subleased Space. If this Sublease terminates as a result of a default of one of the parties under this Sublease, the defaulting party will be liable to the non-defaulting party...
Sublandlord’s Representations. (a) To the best of Sublandlord’s knowledge, Sublandlord represents and warrants with respect to the Subleased Premises that:
Sublandlord’s Representations. Sublandlord represents and warrants to Subtenant that: (i) the Master Lease is in full force and effect, and to Sublandlord’s knowledge there exists under the Master Lease no default or event of default by either Master Landlord or Sublandlord, nor, to Sublandlord’s knowledge, has there occurred any event which, with the giving of notice or the passage of time or both, could constitute such a default or event of default; (ii) the copy of the Master Lease attached hereto is a true, correct and complete copy thereof; (iii) to Sublandlord’s knowledge, there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Sublandlord that could, in the aggregate, adversely affect the Subleased Premises or any part thereof, or the ability of Sublandlord to perform its obligations under this Sublease or the Master Lease; and (iv) Sublandlord, as of the date of this Sublease, is not aware of any Hazardous Materials introduced on the Subleased Premises during Sublandlord’s lease term and Sublandlord further declares, that as of the date of this Sublease, that it knows of no Hazardous Materials that prohibit the use of the Subleased Premises for its intended use as currently permitted by all appropriate authorities.
Sublandlord’s Representations. As an inducement to Subtenant to enter into this Sublease, Sublandlord represents that (a) the Master Lease is in full force and effect, and there exists under the Master Lease no default or event of default by either Landlord or Sublandlord and (b) the copy of the Master Lease attached hereto as Exhibit D is a true, correct and complete copy of the Master Lease.
Sublandlord’s Representations. Sublandlord represents to Subtenant as follows:
(1) As of the Effective Date, the Master Lease is in full force and effect. To Sublandlord’s actual knowledge, after diligent inquiry, the Master Lease, together with the Additional Documents (defined in Exhibit F attached hereto) constitutes the entire agreement between Landlord and Sublandlord relating to the lease of the Master Lease Premises (except that certain economic terms have been redacted);
(2) no default or breach by Sublandlord or, to the best knowledge of Sublandlord, by Landlord exists under the Master Lease as of the Effective Date;
(3) subject to receipt of Landlord’s Consent, Sublandlord has the right and power to execute and deliver this Sublease and to perform its obligations hereunder.
Sublandlord’s Representations. Sublandlord represents to Subtenant as follows:
(1) the copy of the Lease attached as Exhibit B hereto is a true and complete copy of the Lease;
(2) the Sublandlord is the tenant under the Lease;
(3) the term of the Lease commenced on January 1, 2017 and will expire, if not extended, approximately Eighty-Five (85) months thereafter;
(4) the Lease is in full force and effect;
(5) to the best of Sublandlord’s knowledge, Sublandlord is not in default under the Lease; and
(6) Sublandlord has not received any notice of default under the Lease;
Sublandlord’s Representations. Sublandlord warrants and represents to Subtenant that:
a. The Master Lease is in full force and effect and there are no amendments, modifications or supplements thereto, except as set forth above.
b. Sublandlord has paid all Rent due to Landlord as of the date hereof and, to Sublandlord’s knowledge, there are no defaults by Sublandlord or Landlord of any of such party’s obligations under the Master Lease.
c. Except for the consent of the Landlord, no lender or other third-party consent or approval binding on Sublandlord is necessary or required for the execution and/or effectiveness of this Sublease.
d. The Premises are not subject to any leases, tenancies or occupancies other than this Sublease and the Master Lease.
e. To Sublandlord’s knowledge, without further investigation or inquiry, the Premises are not in violation of any environmental Laws.
f. Sublandlord has received no notice of any violation of any Laws, including, without limitation, the ADA and life/safety-related codes, with respect to the Premises. The phrase “knowledge” and similar phrases means the current, actual (as opposed to constructive, imputed or implied) knowledge of Bxxxx Xxxxxxxx, who Seller represents is the person most familiar with the Premises in Sublandlord’s organization, without any duty of investigation or inquiry. The fact that reference is made herein to Bxxxx Xxxxxxxx shall not render him personally liable in any manner whatsoever under this Agreement, including, without limitation, liability for any breach of the representations or warranties of Sublandlord; rather, Subtenant’s sole recourse for any breach of this Agreement shall be against the Sublandlord.
Sublandlord’s Representations. To the best of Sublandlord’s knowledge, and in addition to the other representations and warranties set forth herein, Sublandlord represents and warrants with respect to the Subleased Premises that:
a. The Master Lease is in full force and effect, and there exists under the Master Lease no default or event of default, nor has there occurred any event which, with the giving of notice or passage of time or both, could constitute such a default or event of default.
b. There are no pending or threatened actions, suits or proceedings before any court or administrative agency against Sublandlord which could adversely affect the Subleased Premises or any part thereof or the ability of Sublandlord to perform its obligations under this Sublease, and Sublandlord is not aware of any facts which might result in any such actions, suits or proceedings.
c. Sublandlord has not received any notice from any insurance company of any defects or inadequacies in the Subleased Premises or any part thereof which could adversely affect the insurability of the Subleased Premises or the premiums for the insurance thereof.
d. The Master Landlord has appealed for a reduction of Real Property Taxes from the Santa Xxxxx County Assessor, and, to the best of Sublandlord’s knowledge, such appeal is currently pending and has not been withdrawn or terminated. For purposes of this Sublease, the terms “best of Sublandlord’s knowledge” and “Sublandlord’s knowledge” mean the actual knowledge of Xxxxx Xxxx who Sublandlord represents is the person most familiar with the Subleased Premises.
Sublandlord’s Representations. Sublandlord represents and warrants to Subtenant as follows: (a) the execution and delivery of the Sublease does not require the consent of the Overlandlord; (b) the Sublandlord is the "Tenant" under the Xxxxxxxxx; (c) except as set forth herein, the Xxxxxxxxx has not been modified in any respect that affects the Subleased Premises or Subtenant's obligations hereunder, (d) to the knowledge of Sublandlord, neither the Sublandlord nor the Overlandlord is in Default of any material term, covenant or condition of the Xxxxxxxxx, and (c) the term of the Xxxxxxxxx expires after the Expiration Date of the Term of this Sublease.
Sublandlord’s Representations. Sublandlord represents and warrants ----------------------------- that (i) the copy of the Master Lease attached hereto is a true, correct and complete copy thereof; (ii) there exist no amendments, modifications or other agreements (whether oral or written) affecting the Master Lease except as attached thereto; (iii) neither Sublandlord nor Master Landlord is in default under the provisions of the Master Lease nor is there any event, condition or circumstance existing which with notice, the passage of time, or both, would constitute a default thereunder; and (iv) the Master Lease is in full force and effect.
