Tenant Representations and Warranties. In order to induce Landlord to enter into this Lease, Tenant represents and warrants, as of the Effective Date, as follows:
Tenant Representations and Warranties. Tenant represents and warrants to Landlord that:
(i) Tenant is a political subdivision, duly organized and existing under Indiana law. Tenant has all requisite power and authority to enter into and deliver this Lease and to comply with and fulfill the terms and conditions of this Lease. The execution and delivery of this Lease by Xxxxxx and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action. This Lease constitutes the legal, valid and binding obligation of Tenant, enforceable in accordance with its terms and conditions.
(ii) The execution and delivery of this Lease and the consummation of the transactions herein contemplated will not conflict with or constitute a breach or default under any bond, debenture, note or any other evidence of indebtedness, loan agreement, lease or other contract to which Tenant is a party or by which it is bound or, to its knowledge, violate any law, regulation or order of the United States of America, or the State of Indiana or any agency or political subdivision thereof or any court order or judgment in any proceeding to which Tenant is or was a party or by which it is bound.
(iii) The undersigned person executing this Lease on behalf of Xxxxxx is a duly appointed representative of Tenant and fully authorized to executed this Lease on behalf of Tenant.
(iv) There is no action, suit, proceeding or investigation, at law or in equity, or by or before any United States court, arbitrator, administrative agency or other federal, state or local governmental authority, pending or, to the actual knowledge of Tenant, threatened against Tenant, wherein an unfavorable decision, ruling or finding would, or could reasonably be expected to, have a material adverse effect on the validity of this Lease.
Tenant Representations and Warranties. Tenant hereby represents and warrants that (a) the Lease is solely and exclusively for the Premises and/or the Property identified in Exhibit “A” attached to this Agreement, (b) the Lease is not a “master lease” for any other premises and/or property leased by Tenant and/or Owner, (c) any default under the Lease, and the exercise of Owner’s rights and remedies in connection with such default, shall only impact and/or effect Tenant’s obligations with respect to the Premises and/or the Property, and (d) any default by Tenant under any other lease with Owner or any other landlord, and the exercise of any such landlord’s rights and remedies in connection with such default, shall not affect Tenant’s obligations under the Lease.
Tenant Representations and Warranties. 26 37. Waiver of Invalidity of Lease.................................26 38.
Tenant Representations and Warranties. As of the Effective Date, Tenant represents and warrants to Landlord that:
a) Other than that certain Sublease dated as of February 3, 2020 by and between Tenant and Berlin Packaging L.L.C., Tenant has not made any assignment, sublease, transfer, conveyance or other disposition of (i) the Leases; (ii) its interest in the Leases; or (iii) any and all claims, losses, liabilities, damages, costs, expenses and causes of action (collectively, “Claims”) arising under the terms of the Leases, to any person, firm, partnership, association or other entity.
b) Tenant’s execution and delivery of this Agreement will neither violate nor constitute a default under any agreements with any third parties.
c) To the actual knowledge of the individual executing this Agreement on behalf of Tenant (and without personal liability to such individual), there is no fact or circumstance that would give rise to any Claim in connection with Tenant’s use or occupancy of the Premises, including, without limitation, Claims for mechanic’s liens.
d) To the actual knowledge of the individual executing this Agreement on behalf of Tenant (and without personal liability to such individual), there exists no defense or offset by Tenant to the enforcement of the Leases by Landlord, and that Landlord is not in default or breach of any obligation of Landlord under the Leases nor has any event occurred which, with the passage of time, or the giving of notice, or both, would constitute a default or breach of the Leases by Landlord. Tenant acknowledges and agrees that: (i) the representations set forth above constitute a material consideration to Landlord in entering into this Agreement; (ii) such representations are being made by Tenant for purposes of inducing Landlord to enter into this Agreement; and (iii) Landlord is relying on such representations in entering into this Agreement. Tenant agrees to indemnify, defend and hold harmless Landlord against any and all Claims based on, arising out of, or in connection with any breach of any of the foregoing representations and warranties.
Tenant Representations and Warranties. Tenant hereby makes the following representations and warranties, each of which is material and being relied upon by Landlord, is true in all respects as of the date of this Lease, and shall survive the expiration or termination of this Lease. Tenant shall re-certify such representations and warranties to Landlord periodically, upon Landlord’s reasonable request.
29.21.1 If Tenant is an entity, Tenant is duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to do business in the state in which the Premises are located and the persons executing this Lease on behalf of Tenant have the full right and authority to execute this Lease on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. Tenant has full power, capacity, authority and legal right to execute and deliver this Lease and to perform all of its obligations hereunder. This Lease is a legal, valid and binding obligation of Tenant, enforceable in accordance with its terms.
29.21.2 Tenant has not (a) made a general assignment for the benefit of creditors, (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by any creditors, (c) suffered the appointment of a receiver to take possession of all or substantially all of its assets, (d) suffered the attachment or other judicial seizure of all or substantially all of its assets, (e) admitted in writing its inability to pay its debts as they come due, or (f) made an offer of settlement, extension or composition to its creditors generally.
29.21.3 Tenant is not in violation of any Anti-Terrorism Law;
29.21.4 Tenant is not, as of the date hereof:
(a) conducting any business or engaging in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person;
(b) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or
(c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate any of the prohibitions set forth in, any Anti-Terrorism Law; and
29.21.5 neither Tenant nor any of its affiliates, officers, directors, shareholders, members or lease guarantor, as applicable, is a Prohibited Person.
Tenant Representations and Warranties. Tenant hereby represents and warrants the following to Landlord:
Tenant Representations and Warranties. Tenant hereby represents and warrants to Landlord (i) that Tenant's most recent financial statements delivered to Landlord in connection with the execution of this Lease are true in all material respects and no material adverse changes have occurred with respect thereto, (ii) that upon Landlord's request in connection with Landlord's efforts to refinance the Property or to sell the Property, or at the request of Landlord's mortgagee, Tenant will deliver to Landlord current financial statements which shall be prepared in accordance with generally accepted accounting principles consistently applied, and (iii) during the Term of the Lease, no material adverse change shall occur with respect to Tenant's financial condition.
Tenant Representations and Warranties. Tenant hereby represents and warrants to Landlord (i) that Tenant's most recent financial statements delivered to Landlord in connection with the execution of this Lease are true in all material respects and no material adverse changes have occurred with respect thereto, (ii) that on each anniversary of the Commencement Date, Tenant will deliver to Landlord current financial statements which shall be prepared in accordance with generally accepted accounting principles consistently applied, and (iii) during the Term of the Lease, no material adverse change shall occur with respect to Tenant's financial condition.
Tenant Representations and Warranties. If Tenant violates any one of these representations and covenants and such violation is not cured within fifteen (15) days after written notice from Landlord of the violation, such violation shall constitute a default under Article 14 hereof:
a. If Tenant exceeds the agreed upon cap for water usage. Tenant agrees that its cap for water use shall be 200 gallons per day as provided in Section 4.2(b) above for a bank facility or building of 6,686 square feet; provided, however, that if Tenant’s violation does not cause Landlord to violate the conditions of its spray irrigation permit or otherwise jeopardize Landlord’s spray irrigation permit, Landlord agrees that an occasional and inadvertent violation by Tenant of its water cap will not be used by Landlord to terminate the Lease; if Tenant exceeds its cap on restaurant seats of 0 seats;
b. If Tenant fails to comply with the Design Guidelines imposed by the Town of Oak Ridge or otherwise fails to comply with the Certificate of Appropriateness issued by the Guilford County Historic Preservation Commission for the Shopping Center or any subsequently issued Certificates of Appropriateness for additional features not covered by the initial application; and
c. If Tenant fails to comply with the conditions imposed on Tenant’s use by the Conditional Use Zoning Permit as defined in and attached as an Exhibit to the Declaration. Upon written request from Tenant and to the extent that Landlord has such information, Landlord agrees to provide Tenant information regarding any facts, circumstances, events or occurrences which cause or may cause Tenant to fail to comply with the provisions of this Articles 23.
