Tenant Warranties. In consideration of Landlord’s agreement to the terms and conditions of this Agreement, Landlord relies upon Tenant’s warranty that it has reviewed its financial situation and that it currently is solvent within the meaning of 11 U.S.C. § § 547(b)(3) and 548(a)(I)(B)(ii)(I), and will remain solvent following its payment to the Landlord of the Surrender Payment. Furthermore, the Parties warrant that, in evaluating whether to execute this Agreement, they (a) intended that the mutual promises, covenants, and obligations set forth herein constitute a contemporaneous exchange for new value given to Tenant, within the meaning of 11 U.S.C. § 547(c)(1); and (b) concluded that the mutual promises, covenants, and obligations set forth herein do, in fact, constitute such a contemporaneous exchange. In addition, the Parties warrant that the mutual promises, covenants, and obligations set forth herein are intended to and do, in fact, represent a reasonably equivalent exchange of value which is not meant to hinder or delay payment to, or to defraud any entity to which Tenant was or became indebted on or after the date of this transfer, all within the meaning of 11 U.S.C. § 548(a)(l). If Tenant commences, or a third-party commences, any Insolvency Proceeding, Tenant agrees as follows:
a. Tenant’s obligations under this Agreement may not be avoided pursuant to 11 U.S.C. §§ 547 or 548 or any analogous law of any jurisdiction, and Tenant will not argue or otherwise take the position in any such case, proceeding, or action that: (i) Tenant’s obligations under this Agreement may be avoided under 11 U.S.C. §§ 547 or 548 or any analogous law of any jurisdiction; (ii) Tenant was insolvent at the time this Agreement was entered into, or became insolvent as a result of the payment made to the Landlord hereunder; or (iii) the mutual promises, covenants, and obligations set forth in this Agreement do not constitute a contemporaneous exchange for new value given to Tenant;
b. If Landlord is required to disgorge all or any portion of the Surrender Payment, Landlord shall have an allowed claim against the Tenant for the entire Liable Amount; and
c. Tenant acknowledges that its agreements in this Paragraph are provided in exchange for valuable consideration provided by and through this Agreement.
Tenant Warranties. Tenant represents and warrants as follows:
(a) Tenant is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, the state of its incorporation and is in good standing and qualified to do business in the State of New Jersey. Tenant has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby upon the terms and conditions herein provided.
(b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby violates any material agreement, mortgage, indenture, lease, license, permit, trust or instrument to which Tenant is a party or by which Tenant is bound or any provision of the Articles of Incorporation or Bylaws of Tenant or any judgment, order, award, or decree.
(c) The execution and delivery of this Agreement by Tenant and the due consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Tenant, and this Agreement constitutes a valid and legally binding agreement of Tenant enforceable in accordance with its terms, and each document and instrument contemplated by this Agreement, when executed and delivered in accordance with the provisions hereof, shall be valid and legally binding upon Tenant in accordance with its terms, subject to the laws of bankruptcy and other equitable principles affecting rights of creditors generally.
(d) Neither party hereto has employed a broker or finder in connection with the negotiation or procuring of this Lease, nor has either party had any dealings with any person which may entitle that person to a fee or commission. Each party agrees to indemnify and hold harmless the other against any claims, demands, or damages whatsoever by virtue of any arrangement or commitment made by the indemnifying party with or to any person that may entitle such person to any fee or commission in connection with this Lease.
Tenant Warranties. Tenant warrants and represents that (i) the IP Leases are in full force and effect and have not been amended, modified or terminated except as specified in Section 3.2.1; (ii) there are no defaults by the landlord or Tenant pursuant to the IP Leases; (iii) there is no litigation pending or, to the best of Tenant’s knowledge, threatened with respect to the IP Leases; (iv) there are no other payments or amounts due or payable to the landlord under the IP Leases except for payments of fixed annual rent, taxes and operating expenses as provided therein, and (v) the copies of the IP Leases heretofore provided to Landlord are true complete and correct. After the date hereof, Tenant shall not amend the IP Leases without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any decision by Tenant to extend the term of either one or both of the IP Leases, in accordance with the terms thereof shall be within Tenant’s sole discretion, provided that Tenant notifies Landlord before such extension as provided in Section 3.3.6.
Tenant Warranties. (a) The Landlord will use reasonable endeavours to procure that CW procure the grant of the Tenant Warranties to the Tenant within six months of the date of this Agreement.
(b) In the event CW do not or are not able to procure the grant of all of the Tenant Warranties within six months of the date of this Agreement then the Landlord will use reasonable endeavours to procure that CW enters into the Tenant’s Defect Deed with the Tenant as soon as reasonably practicable.
(c) Subject to clause 4.2 (d) the Landlord will indemnify and keep indemnified the Tenant against any and all Tenant’s Costs the Tenant incurs only to the extent that such Tenant’s Costs would have been recoverable by the Tenant under the Tenant Warranties had the Tenant Warranties been granted in favour of the Tenant in accordance with Clause 4.2(a) but which have not been so granted. For the avoidance of doubt, the Landlord is not obliged to indemnify and will not indemnify the Tenant any Tenant’s Costs which would have been recoverable by the Tenant under the Tenant Warranties had it not been for a limit or exclusion of liability in the Tenant Warranties.
(d) On the earlier of:
(i) six months from the date of this Agreement; and
(ii) the grant of the last of the Tenant Warranties to the Tenant the indemnity from the Landlord to the Tenant in Clause 4.2(c) shall cease to have effect save in respect of any claim which has been made but not finally settled.
Tenant Warranties. October 2006 (1) WSP Buildings Limited (2) Bear, Xxxxxxx International Limited
Tenant Warranties. 62 29.3 Merger. . . . . . . . . . . . . . . . . . . . . . . 63 29.4
Tenant Warranties. In order to induce Landlord to enter into this Lease, Tenant makes the following representations and warranties:
Tenant Warranties. The Tenant warrants to Lender for its benefit and that of any Successor Landlord (defined below) as follows: The Lease is or will be in full force and effect. The term of the Lease has commenced, and the Tenant is in possession of the premises described in the Lease. No rent or other payment by Tenant to or for the benefit of Landlord has been paid, nor will it be paid, more than one month in advance of its due date. The Tenant as of the date of this Agreement, has no charge, lien, or claim of offset under the Lease or otherwise against rents or other charges due under the Lease, and no default by the Tenant or the Landlord exists under the Lease.
Tenant Warranties. Tenant makes as of the Final Execution Date the following representations and warranties, each of which is material and is being relied upon by Landlord:
Tenant Warranties. Tenant hereby represents and warrants to Landlord as follows:
(a) Tenant is a Pennsylvania corporation which has duly qualified to conduct business in and is in good standing under the laws of the State of West Virginia. Tenant has full power and authority to enter into, deliver and perform this Lease and to consummate the transactions contemplated hereby, and this Lease and all documents to be delivered to Landlord pursuant to this Lease are, or at the time of delivery will be, duly executed and delivered by Tenant and duly authorized by all necessary corporate action, and are the legal, valid and binding obligations of Tenant, enforceable in accordance with their respective terms.
(b) The execution of this Lease and all documents to be delivered by Tenant to Landlord in connection herewith, and the consummation of the transactions contemplated hereunder will not violate or conflict with or constitute a breach of or default under any provisions of the Articles of Incorporation or the Bylaws of Tenant, any other material agreement to which the Tenant is a party, or any law concerning the Premises.
(c) Tenant is not aware of any pending or threatened litigation, legal proceeding, arbitration, assessment, governmental investigation or other proceeding against Tenant which would materially affect its ability to perform its obligations pursuant to the terms of this Lease.
(d) Tenant shall pay all fees, charges or assessments for all utilities to the Premises and the Improvements for utility services consumed from the Rent Commencement Date until expiration of the term of this Lease or any holding over thereafter, and shall indemnify, defend and hold Landlord harmless from any and all such charges.
(e) Tenant shall operate the Improvements and occupy the Premises in compliance with the Declarations.
