Tenant’s Representations, Warranties and Covenants. (a) Tenant hereby represents and warrants to Landlord as follows: (i) Tenant is a corporation duly organized and validly existing under the laws of Malaysia and has full power and authority to carry on its business as heretofore conducted; (ii) Tenant has full corporate power and authority to execute and deliver this Tenancy Agreement; (iii) the execution, delivery and performance by Tenant of this Tenancy Agreement have been duly authorized by all corporate actions on the part of Tenant that are necessary to authorize the execution, delivery and performance by Tenant of this Tenancy Agreement: and (iv) this Tenancy Agreement has been duly executed and delivered by Tenant and, assuming due and valid authorization, execution and delivery hereof by Landlord, is a valid and binding obligation of Tenant, enforceable against Tenant in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally.
(b) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS TENANCY AGREEMENT (INCLUDING THE RELATED AGREEMENTS), THE LATA OR THE APA, NEITHER TENANT NOR ANY OTHER PERSON OR ENTITY ACTING ON BEHALF OF TENANT, MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE EXTENT ANY REPRESENTATION OR WARRANTIES HEREIN ARE INCONSISTENT WITH ANY REPRESENTATIONS OR WARRANTIES IN THE APA, THE APPLICABLE REPRESENTATIONS OR WARRANTIES IN THE APA SHALL CONTROL.
Tenant’s Representations, Warranties and Covenants. Tenant hereby represents, warrants and covenants to Owner as follows:
Tenant’s Representations, Warranties and Covenants. 17.28.1. Organization, Authority and Status. Tenant is duly organized or formed, validly existing and in good standing under the laws of its state of incorporation or formation. Tenant is qualified as a foreign corporation, partnership or limited liability company, as the case may be, to do business in the state where the Premises are located. All necessary action has been taken to authorize the execution, delivery and performance by Xxxxxx of this Lease. Tenant is not a “foreign corporation”, “foreign partnership”, “foreign trust”, “foreign limited liability company” or “foreign estate”, as those terms are defined in the Internal Revenue Code and the regulations promulgated pursuant to the Internal Revenue Code. The person(s) who have executed this Lease on behalf of Tenant are duly authorized to do so. Tenant shall, at all times during the Term, maintain itself in good standing under the laws of its state of incorporation or formation, and in the state where the Premises are located.
Tenant’s Representations, Warranties and Covenants. Tenant hereby represents and warrants to Landlord that:
Tenant’s Representations, Warranties and Covenants. (a) Representation and Warranty Tenant represents, warrants and covenants that (i) it will not bring, generate, treat, store, use, dispose or permit the release of Hazardous Substances (as hereinafter defined) at the Premises, (ii) it shall at all times comply with all Environmental Laws (as hereinafter defined), including obtaining and complying with all necessary permits under Environmental Laws and shall cause the Premises to so comply, (iii) Tenant will keep the Premises free of any lien imposed pursuant to any Environmental Laws and (iv) Tenant shall not install any underground storage tanks or above ground storage tanks without prior written disclosure to and prior written consent of Landlord. Notwithstanding the foregoing, Landlord acknowledges that Tenant’s use and occupancy of the Premises shall entail the use and storage upon the Premises of certain materials and substances which are Hazardous Substances but which are commonly employed in the use and operation of commercial office properties such as the Premises (such as, without limitation, cleaning solvents and typewriter correction fluid) and Landlord agrees that Tenant shall not be deemed in breach of the foregoing representation and warranty by reason of the presence or use upon the Premises of such substances, so long as Tenant uses, stores and disposes thereof in accordance with applicable Environmental Laws.
Tenant’s Representations, Warranties and Covenants. Tenant hereby represents, warrants and covenants unto Landlord as follows:
Tenant’s Representations, Warranties and Covenants. (1) Tenant represents, warrants and covenants that (1) the Premises will not be used for any dangerous, noxious or offensive trade or business and that it will not cause or maintain a nuisance there, (2) it will not bring, generate, treat, store, use or dispose of Hazardous Substances at the Premises, (3) it shall, at all times, comply with all Environmental Laws (as hereinafter defined) and shall cause the Premises to comply, and (4) Tenant will keep the Premises free of any lien imposed pursuant to any Environmental Laws and attributable to Tenant.
(2) Premises for purposes of this Article shall mean the Building and the property including parking areas.
Tenant’s Representations, Warranties and Covenants. Tenant represents, warrants, and covenants that: (a) none of the shareholders or officers of (i) Tenant, or (ii) to Tenant’s knowledge, any entity having an ownership interest in Tenant, or in such other entity, are Prohibited Persons, and (b) no officer, agent, employee or representative of the City of New York has received or will receive any payment or other consideration for the making of this Lease and that no officer, agent, employee or representative of the City of New York has or will have any interest, directly or indirectly, in this Lease or the proceeds thereof. Tenant further represents, warrants and covenants that a true and accurate copy of the most current Organizational Documents of the Tenant have been submitted to the Landlord and that Tenant will, upon demand of Landlord, certify a list of its members and/or stockholders holding more than a 5% interest in Tenant, officers and directors. Tenant further represents, warrants, and covenants that at no time during the Term shall it admit into the Tenant entity as a member, stockholder or beneficial owner thereof any person who is a Prohibited Person, and it shall not engage a Prohibited Person to be an officer or director. Tenant covenants that, within thirty (30) days of demand by Landlord, Tenant will terminate the membership or stock ownership interest in Tenant (or any entity having an ownership interest in Tenant) and any other involvement as a member, stockholder, officer or director of Tenant, of any Person which is a Prohibited Person or is subject to action under Section 36.03 hereof. The termination of any stock ownership interest shall be effected by assignment of such stock ownership interest, redemption or purchase of such stock ownership interest by the Tenant entity or by any other means satisfactory to Landlord so long as such stock ownership interest is not acquired directly or indirectly by any Person within the category of Prohibited Persons or by any Person subject to action under Section 36.03 hereof. Failure of Tenant to effect a termination of such person’s or entity’s ownership interest and involvement as a member, stockholder, officer or director in the Tenant entity shall constitute an Event of Default under Article 22 of this Lease. Landlord acknowledges that Dairyland is a public company and that Tenant cannot dictate, control or determine all holders of Equity Interests in such public company.
Tenant’s Representations, Warranties and Covenants. Tenant hereby represents, warrants and covenants to Landlord:
5.1. Conditions as to Construction, Installation, Maintenance, Repair, and Replacement of Tenant’s Facilities. The Tenant’s Facilities shall be constructed, installed, maintained, repaired, replaced, and removed, and the Leased Area shall be used, maintained, and restored, in compliance with the provisions and specifications set forth in this Lease Agreement, the HCA, the Article VII Certificate and the EM & CP for the Project (collectively the “Project Conditions”), which must be adhered to unless a short-term exemption is applied for in writing and granted by the Trustees’ Clerk. The Trustees shall have the full authority to enforce the Project Conditions as they relate to the Leased Area.
Tenant’s Representations, Warranties and Covenants. To induce Landlord to enter into the Lease with the Tenant, Tenant represents, warrants and agrees that:
