Sublessor's Representations. Sublessor represents and warrants to Sublessee that: (i) the Master Lease is in full force and effect, and to Sublessor’s knowledge there exists under the Master Lease no default or event of default by either Master Lessor or Sublessor, nor, to Sublessor’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 Sublessor’s knowledge, there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Sublessor that could, in the aggregate, materially adversely affect the Subleased Premises or any part thereof, or the ability of Sublessor to perform its obligations under this Sublease or the Master Lease and (iv) to Sublessor’s knowledge, Sublessor has not made any alterations to the Subleased Premises (excluding wiring and cabling) that could be required to be removed at the expiration of the term of the Master Lease other than the basketball court installed by Sublessor in the parking area, but only if and to the extent such removal is required by Master Lessor under the Second Amendment to Master Lease). As used herein, the phrase “to Sublessor’s knowledge” shall be deemed to refer to facts within the actual knowledge only of Xxxx Xxxxx, Sublessor’s Vice President, Finance, as of the date of this Sublease, and no others, without duty of inquiry whatsoever.
Sublessor's Representations. Sublessor represents to Sublessee, --------------------------- based on the present actual knowledge of Sublessor and its employees, that as of the date hereof:
(a) Sublessor has not executed any sublease and/or prior assignment of any of its rights under the Prime Lease with respect to the Subleased Premises, which would adversely affect this Sublease;
(b) No notices of default sent by Sublessor to Prime Lessor remain outstanding and uncured with respect to any failure of the Prime Lessor to perform the covenants and obligations on its parts to be performed and observed under the Prime Lease;
(c) Sublessor has received no written notices of default from the Prime Lessor which remain outstanding and uncured, and no circumstances exist that with the giving of notice under the Prime Lease, the passage of time, or both would constitute an Event of Default on the part of Sublessor under the Prime Lease; and
(d) Sublessor has received no written notices of any violations of law with respect to the Premises under the Prime Lease from any governmental authority or any other person.
Sublessor's Representations. 7.1 Sublessor represents and warrants as follows:
(a) Each person executing this Agreement on behalf of Sublessor has the full right, power and authority to execute this Agreement as or on behalf of Sublessor;
(b) Sublessor has the full right, power and authority to execute and deliver this Agreement, to consummate a sublease of the Property and to perform Sublessor's obligations hereunder;
(c) The execution, delivery and performance of this Agreement by Sublessor or Agent will not breach any provision of the Master Lease;
(d) Sublessor is not the subject of a bankruptcy, insolvency, probate or conservatorship proceeding;
(e) There are no effective, valid or enforceable option rights, rights of first refusal, rights of first offer or any other restrictions, impediments or limitations on Sublessor's right, ability and capacity to consummate a sublease of the Property, except as disclosed in writing pursuant to Paragraph 3.3(d).
Sublessor's Representations. Sublessor represents and warrants that the Master Lease is in full force and effect and that to the best of its knowledge no material defaults are now existing thereunder. And overlord has no right to terminate Master Lease.
Sublessor's Representations. Sublessor represents and warrants to Sublessee that the Master Lease is in full force and effect, and there exists under the Master Lease no default by Sublessor, 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 by Sublessor. Sublessor represents and warrants to Sublessee that, to the knowledge of Sublessor, (i) there is no pending or threatened condemnation proceeding or similar proceeding affecting any portion of the Premises or any part thereof, (ii) Sublessor has not received any notice from any insurance company of any defects or inadequacies in the Premises or any part thereof which could materially and adversely affect the insurability of the Premises or the premiums for the insurance thereof, and (iii) there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Sublessor, Master Lessor or the Premises, which could, in the aggregate, adversely affect the Premises or any part thereof or the ability of Master Lessor or Sublessor to perform their respective obligations under the Master Lease or Sublessor to perform its obligations under the Sublease.
Sublessor's Representations. Sublessor hereby represents that the Master Lease is in full force and effect, and there exists under the Master Lease no Event of Default by Sublessor or, to Sublessor’s current actual knowledge, a material default by Master Lessor.
Sublessor's Representations. Sublessor represents, warrants and --------------------------- covenants as follows:
(a) Provided that Sublessee pays all Base Rent, additional rent and other charges required under this Sublease within any applicable cure period, Sublessor shall take such action and perform such acts as are necessary to keep the Master Lease in full force and effect except with respect to those obligations under the Master Lease which Sublessee has agreed to perform hereunder. If Sublessor shall fail to perform any obligations under the Master Lease (other than those Sublessee has agreed to perform hereunder), Sublessee, in addition to all other available rights and remedies, shall have the right to perform such obligations on behalf of Sublessor, including without limitation the payment of Base Rent and Additional Rent due hereunder directly to Landlord rather than to Sublandlord hereunder, and such action by Sublessee shall not constitute a default under this Sublease.
(b) The Master Lease attached hereto as Exhibit B is a true and correct copy thereof (except for certain economic terms which have been blacked out), has not been modified except as set forth in Exhibit B, and is in full force and effect.
(c) To Sublessor's actual knowledge there currently exists no uncured default under the Master Lease on the part of either Landlord or Sublessor.
(d) Sublessor shall not modify the Master Lease in a manner which would adversely affect Sublessee's rights under this Sublease without first obtaining Sublessee's written consent.
Sublessor's Representations. Sublessor represents that it has not received from or given to Master Lessor any notices of default under the Master Lease that have not been cured.
Sublessor's Representations. Sublessor represents that, to the best of its knowledge, there is no existing default by Sublessor or Landlord under the Lease and that no event exists which, with notice, lapse of time or both, would constitute a default thereunder. All improvements to the Subleased Premises made by Sublessor have been fully paid for.
Sublessor's Representations. 13.1 Notwithstanding anything to the contrary contained in this Sublease, Sublessor represents and warrants to Sublessee, as of the Commencement Date, that (i) attached as Exhibit B is a true and correct copy of the entire Master Lease and all amendments thereto; (ii) that the Master Lease is in full force and effect and that there have been no modifications or amendments thereto other than as attached; (iii) no default exists on the part of any party to the Master Lease as of the Commencement Date; (iv) to the best of Sublessor’s knowledge, neither Sublessor nor its employees, agents, contractors or invitees have introduced to the Premises any asbestos, or any other hazardous materials or toxic substances, as defined in the Master Lease; and (v) the Premises do not violate any applicable statutes, building codes, regulations ordinances, or the Americans with Disabilities Act of 1990. Said warranties do not apply to the use to which Sublessee will put the Premises or to any Alterations or Utility Installations to be made by Sublessee, including Sublessee’s Tenant Improvements set forth in Exhibit D. Notwithstanding anything to the contrary contained in this Sublease, Sublessor further warrants to Sublessee that Sublessor shall deliver the Premises to Sublessee on the Commencement Date professionally cleaned and free of debris, and with the roof, air-conditioning and heating systems, electrical, plumbing, interior sprinklers, all doors and interior lighting in good working order. If a non-compliance with said warranty exists as of the Commencement Date, Sublessor shall promptly after receipt of written notice from Sublessee setting forth with specificity the nature and extent of such non-compliance, rectify same at Sublessor’s expense. If Sublessee does not give Sublessor written notice of non-compliance with this warranty within nine (9) months after the Commencement Date, correction of that non-compliance shall be the obligation of Sublessee at Sublessee’s sole cost and expense.
13.2 Sublessee is responsible for determining whether or not the zoning is appropriate for Sublessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with Sublessor’s warranties, the rights and obligations of Sublessor and Sublessee shall be as provided in Paragraph 2.3 of the Master Lease, except as modified herein.
