Common use of SUBLANDLORD'S REPRESENTATIONS AND WARRANTIES Clause in Contracts

SUBLANDLORD'S REPRESENTATIONS AND WARRANTIES. (a) Sublandlord represents and warrants to Subtenant that: (1) Sublandlord has received no written notice from Landlord, from TNS, or from any governmental or quasi-governmental authority having or asserting jurisdiction with respect to the Premises stating that the Premises is in violation of any Legal Requirements (as defined in Section 7(b) of the Prime Lease) which remain uncured, and (2) to Sublandlord’s actual knowledge, without inquiry, the Premises is in substantial compliance with all applicable Legal Requirements. Any violations of Legal Requirements that exist as of the date the Premises are delivered to Subtenant shall not be the responsibility of Subtenant. (b) Sublandlord represents and warrants to Subtenant that, to Sublandlord’s actual knowledge, without inquiry, no Hazardous Materials (as defined in Section 12(c) of the Prime Lease) exist in the Premises in violation of any Legal Requirements. (c) Sublandlord represents and warrants to Subtenant that: (1) to Sublandlord’s actual knowledge, the Prime Lease is in full force and effect, (2) the copy of the Prime Lease which is attached to the Original Sublease as an exhibit thereto is a true, correct and complete copy of the Prime Lease and, to the extent any redacted provisions of the Prime Lease contain any terms or provisions which are inconsistent with Subtenant’s rights under this Sublease, this Sublease shall control as between Sublandlord and Subtenant, (3) Sublandlord has neither received written notice from Landlord regarding an uncured default by TNS under the Prime Lease, nor, to Sublandlord’s actual knowledge has there been the occurrence of any event which, with the giving of notice or the passage of time or both, would constitute such a default by TNS, and (4) to Sublandlord’s actual knowledge, there exists neither a default on the part of Landlord under the Prime Lease, nor the occurrence of any event which, with the giving of notice or the passage of time or both, would constitute such a default. (d) Sublandlord represents and warrants to Subtenant that: (1) the Original Sublease is in full force and effect, (2) the copy of the Original Sublease which is attached to this Sublease as Exhibit B is a true, correct and complete copy of the Original Sublease, and (3) Sublandlord has neither received written notice from TNS regarding an uncured default by Sublandlord under the Original Sublease, nor has there been the occurrence of any event which, with the giving of notice or the passage of time or both, would constitute such a default by Sublandlord. (e) In the event of any conflict between the representations and warranties in this Section 36 and those contained in the APA, the terms of the APA shall control, and each of the represntations and warrantnies contained in this Section 36 shall be deemed amended to mirror the language set forth in the APA.

SUBLANDLORD'S REPRESENTATIONS AND WARRANTIES. (a) As of the Execution -------------------------------------------- Date, Sublandlord represents and warrants to Subtenant that: (1) Sublandlord has received no written notice from Landlord, from TNS, or from any governmental or quasi-governmental authority having or asserting jurisdiction with respect to the Premises stating that the Premises is in violation of any Legal Requirements (as defined in Section 7(b) of the Prime Lease) which remain uncured, and (2) to Sublandlord’s actual knowledge, without inquiry, the Premises is in substantial compliance with all applicable Legal Requirements. Any violations of Legal Requirements that exist as of the date the Premises are delivered to Subtenant shall not be the responsibility of Subtenant.follows: (ba) Sublandlord represents and warrants to Subtenant that, to Sublandlord’s actual knowledge, without inquiry, no Hazardous Materials (Attached hereto as defined in Section 12(c) of the Prime Lease) exist in the Premises in violation of any Legal Requirements. (c) Sublandlord represents and warrants to Subtenant that: (1) to Sublandlord’s actual knowledge, the Prime Lease is in full force and effect, (2) the copy of the Prime Lease which is attached to the Original Sublease as an exhibit thereto Exhibit A is a true, correct and complete copy of the Prime Lease and, to the extent any redacted provisions of Lease; the Prime Lease contain is in full force and effect and neither Prime Landlord nor Sublandlord, to Sublandlord's actual knowledge, is in default of any terms or provisions which are inconsistent with Subtenant’s rights under this Sublease, this Sublease shall control as between Sublandlord and Subtenant, (3) Sublandlord has neither received written notice from Landlord regarding an uncured default by TNS of their respective obligations under the Prime Lease. (b) Sublandlord has no actual knowledge of any pending or threatened condemnation or eminent domain proceedings with respect to the Master Premises. Sublandlord has no actual knowledge that the Master Premises are in violation of Law, including any Laws relating to Hazardous Substances in, on or about the Master Premises. (c) To Sublandlord's actual knowledge, there is no Hazardous Substance in, on or about the Master Premises, nor, to the best of Sublandlord’s 's actual knowledge has is there been any material defect in the occurrence of any event which, with systems serving the giving of notice or the passage of time or both, would constitute such a default by TNS, and (4) to Sublandlord’s actual knowledge, there exists neither a default on the part of Landlord under the Prime Lease, nor the occurrence of any event which, with the giving of notice or the passage of time or both, would constitute such a defaultBuilding. (d) Sublandlord represents and warrants Subject to Subtenant that: the receipt of Prime Landlord's consent (1i) the Original Sublease is in full force execution and effect, (2) the copy performance of the Original Sublease which is attached to this Sublease as Exhibit B by Sublandlord will not violate or cause a default under any agreement, instrument, or other transaction to which Sublandlord is a true, correct and complete copy of party or by which Sublandlord and/or the Original Sublease, Master Premises are bound and (3ii) Sublandlord has neither received written notice from TNS regarding an uncured default by Sublandlord under full right and power to execute and perform this Sublease and to grant the Original Sublease, nor has there been the occurrence of any event which, with the giving of notice or the passage of time or both, would constitute such a default by Sublandlordestate demised herein. (e) In the event To Sublandlord's actual knowledge, attached hereto as Exhibit C is a true and complete list of any conflict between the representations and warranties in this Section 36 and those contained in the APA, the terms of the APA shall control, and each of the represntations and warrantnies contained in this Section 36 shall be deemed amended to mirror the language set forth in the APAall Permitted Exceptions.

SUBLANDLORD'S REPRESENTATIONS AND WARRANTIES. (a) Sublandlord represents and warrants represents, to Subtenant that: (1) Sublandlord has received no written notice from Landlord, from TNS, or from any governmental or quasi-governmental authority having or asserting jurisdiction with respect to the Premises stating that the Premises is in violation of any Legal Requirements (as defined in Section 7(b) of the Prime Lease) which remain uncured, and (2) to Sublandlord’s its actual knowledge, without inquiry, the Premises is in substantial compliance with all applicable Legal Requirements. Any violations of Legal Requirements that exist as of the date the Premises are delivered to Subtenant shall not be the responsibility of Subtenant. (b) Sublandlord represents and warrants to Subtenant thatand covenants, to Sublandlord’s its actual knowledge, without inquiry, no Hazardous Materials (as defined in Section 12(c) of the Prime Lease) exist in the Premises in violation of any Legal Requirements.follows: (c) Sublandlord represents and warrants to Subtenant that: (1) to Sublandlord’s actual knowledge, the Prime Lease is in full force and effect, (2a) the copy of the Prime Lease which attached hereto as Exhibit B is attached true, accurate and complete, and has not been modified, amended or terminated (as it applies to the Original Sublease as an exhibit thereto Subleased Premises) and is a true, correct in full force and complete copy effect; (b) the term of the Prime Lease and, as to the extent any redacted provisions of the Prime Lease contain any terms or provisions which are inconsistent with Subtenant’s rights under this SubleaseSubleased Premises expires after October 31, this Sublease shall control as between Sublandlord and Subtenant, 2002; (3c) Sublandlord has neither received written notice from Landlord regarding an uncured is not in default by TNS under the Prime Lease, nor, to Sublandlord’s actual knowledge has there been the occurrence of any event which, with the giving of notice or the passage of time or both, would constitute such a default by TNS, and (4) to Sublandlord’s actual knowledge, there exists neither a default on the part of Landlord under the Prime Lease, nor the occurrence of any event whichSublandlord done or failed to do anything which with notice, with the giving of notice or the passage of time or both, would constitute such both could ripen into a default.; (d) Sublandlord represents and warrants to Subtenant that: (1) the Original Sublease Prime Landlord is not in full force and effect, (2) the copy of the Original Sublease which is attached to this Sublease as Exhibit B is a true, correct and complete copy of the Original Sublease, and (3) Sublandlord has neither received written notice from TNS regarding an uncured default by Sublandlord under the Original SubleasePrime Lease, nor has there been the occurrence of any event whichPrime Landlord done or failed to do anything which with notice, with the giving of notice or the passage of time or both, would constitute such both could ripen into a default by Sublandlord.default; (e) In all Base Rent, Additional Rent and any other charges due and payable under the event of any conflict between the representations and warranties in this Section 36 and those contained Prime Lease have been paid as billed or required in the APA, normal course through the terms date of this Sublease; (f) all consents and approvals required to allow this Sublease to be valid and effective (other than Prime Landlord's consent) have been obtained; (g) the person executing this Sublease on behalf of Sublandlord is authorized to do so on behalf of the APA shall controlSublandlord, and each and (h) Sublandlord will not extend the term of the represntations and warrantnies contained in this Section 36 shall be deemed amended Prime Lease with respect to mirror the language set forth in the APASubleased Premises.

SUBLANDLORD'S REPRESENTATIONS AND WARRANTIES. Sublandlord covenants, warrants and represents: (ai) Sublandlord represents that the execution, delivery and warrants to Subtenant that: performance of this Sublease by the Sublandlord, and the consummation of all transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Sublandlord; and (1ii) that Sublandlord has received no written notice from Landlordnot done, from TNSwill not do or cause to be done or fail to do or suffer or permit anything to be done by Sublandlord, its employees, agents, invitees, licensees, successors or from any governmental assigns which would constitute a default under the Master Lease or quasi-governmental authority having might cause the Master Lease or asserting jurisdiction with respect the rights of Sublandlord, as lessee hereunder, to the Premises stating that the Premises is in violation of any Legal Requirements (as defined in Section 7(b) of the Prime Lease) which remain uncuredbe cancelled, and (2) to Sublandlord’s actual knowledge, without inquiry, the Premises is in substantial compliance with all applicable Legal Requirements. Any violations of Legal Requirements that exist as of the date the Premises are delivered to Subtenant shall not be the responsibility of Subtenantterminated or forfeited. (biii) Sublandlord represents and warrants to Subtenant that, to Sublandlord’s actual knowledge, without inquiry, no Hazardous Materials (as defined in Section 12(c) of that the Prime Lease) exist in the Premises in violation of any Legal Requirements. (c) Sublandlord represents and warrants to Subtenant that: (1) to Sublandlord’s actual knowledge, the Prime Master Lease is in full force and effect, (2) the copy of the Prime Lease which is attached to the Original Sublease as an exhibit thereto is a true, correct and complete copy of the Prime Lease and, to the extent any redacted provisions of the Prime Lease contain any terms or provisions which are inconsistent with Subtenant’s rights under this Sublease, this Sublease shall control as between Sublandlord and Subtenant, (3) Sublandlord has neither given nor received written a notice from Landlord regarding an uncured of default by TNS under pursuant to the Prime Master Lease, nor, to Sublandlord’s actual knowledge has there been the occurrence of any event which, with the giving of notice or the passage of time or both, would constitute such a default by TNS, and . (4iv) to the best of Sublandlord’s actual 's knowledge, there exists neither a default on are no liens or similar claims (excluding mortgages and unpaid taxes not yet due) upon the part of Landlord under the Prime Lease, nor the occurrence of any event which, with the giving of notice or the passage of time or both, would constitute such a defaultBuilding. (dv) Sublandlord represents and warrants to Subtenant that: the best of Sublandlord's knowledge, (1) there are no hazardous substances in, on or about the Original Sublease is Premises in full force and effectviolation of applicable Law, (2) Sublandlord has obtained an ACP-5 Certificate from the applicable governmental agency ( a copy of the Original Sublease which is attached shall be furnished to this Sublease as Exhibit B is a true, correct and complete copy of the Original SubleaseSubtenant), and (3) Sublandlord has neither received written notice from TNS regarding an uncured default by Sublandlord under the Original Sublease, nor has there been the occurrence not caused or permitted any release of any event which, with hazardous substance on or about the giving of notice or the passage of time or both, would constitute such a default by Sublandlord.Building; (evi) In the event of any conflict between the representations and warranties in this Section 36 and those contained in the APA, the terms that Sublandlord has installed ADA compliant bathrooms on each floor of the APA shall controlSublease Premises; (vii) that Sublandlord has installed a new HVAC system servicing the Sublease Premises, and each of the represntations and warrantnies contained in this Section 36 which HVAC system shall be deemed amended to mirror in working order on the language set forth in the APACommencement Date.