Common use of Tenant’s Representations, Warranties and Covenants Clause in Contracts

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 that: (a) Tenant hereby represents and warrants Xxxxxx agrees not to Landlord as follows: (i) Tenant is knowingly allow the Release of any Hazardous Material on, onto or from the Premises that could result in a corporation duly organized and validly existing violation of any Environmental Law or in the creation of liability or obligations, including, without limitation, notification, deed recordation or remediation, 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 generallyany Environmental Law. (b) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS TENANCY AGREEMENT Tenant agrees that it will not use, handle, generate, treat, store or dispose of, or permit the use, handling, generation, treatment, storage or disposal of any Hazardous Materials (INCLUDING THE RELATED AGREEMENTSother than those types and quantities contained in normal office products and environments) in, on, under, around or above the Premises now or at any future time (except in quantities permitted by Applicable Laws). (c) If Tenant is in breach of any of its agreements set forth in this Section 13.3, Tenant, at its sole expense, shall take all action required, including environmental cleanup of the Premises, to comply with the covenants herein or applicable legal requirements and, in any event, shall take all action deemed necessary under all applicable Environmental Laws. (d) Tenant agrees to indemnify and hold Landlord, its directors, officers, stockholders, partners, joint venturers, employees, agents, attorneys, consultants, contractors and its successors and assigns, harmless from and against all claims, losses, damages, liabilities, fines, penalties, charges, judgments, administrative orders, remediation requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, but not limited to, reasonable attorneys’ fees and expenses), THE LATA OR THE APAarising out of any breach by Tenant of its obligations under this Section 13.3. (e) Notwithstanding any provision in this Lease to the contrary, NEITHER TENANT NOR ANY OTHER PERSON OR ENTITY ACTING ON BEHALF OF TENANTTenant shall not be responsible for, MAKES ANY REPRESENTATION OR WARRANTYshall have no liability or obligations with respect to, EXPRESS OR IMPLIEDand shall not be obligated to pay for or take any action with respect to (i) the existence of any Hazardous Material on the Premises which occurred or existed prior to the date of the Lease unless caused or knowingly permitted by Tenant, TO THE EXTENT ANY REPRESENTATION OR WARRANTIES HEREIN ARE INCONSISTENT WITH ANY REPRESENTATIONS OR WARRANTIES IN THE APAits agents, THE APPLICABLE REPRESENTATIONS OR WARRANTIES IN THE APA SHALL CONTROLconsultants, contractors or invitees, (ii) the existence of any Hazardous Material on the Premises which occurred or existed after the date of the Lease unless caused or knowingly permitted by Tenant, its agents, employees, consultants, contractors or invitees, (iii) the Release of Hazardous Materials on, onto or from the Premises unless caused or knowingly permitted by Tenant, its agents, employees, consultants, contractors or invitees, or (iv) any violation of any Environmental Laws, unless and to the extent that such was caused or knowingly permitted by Tenant, its agents, employees, consultants, contractors or invitees (collectively, the “Environmental Exclusions”). Notwithstanding anything herein to the contrary, in the event any Hazardous Materials are discovered on (or migrate to) the Premises which Hazardous Materials arise from any of the foregoing Environmental Exclusions, then Landlord shall be obligated to remove and dispose of such Hazardous Materials at its sole cost and expense, in accordance with applicable Environmental Laws and otherwise in a manner that will not interfere with or impair Tenant’s proposed use of the Premises. In the event the presence of such Hazardous Materials are such that Tenant cannot operate at the Premises for the uses permitted hereunder, then Tenant shall have the right to xxxxx Xxxx until such time as the Landlord removes or causes such Hazardous Materials to be removed from the Premises and Xxxxxxxx’s consultant provides Tenant written evidence of such removal.

Tenant’s Representations, Warranties and Covenants. To induce the Landlord to enter into this Lease, the Tenant represents, warrants, and covenants and agrees with the Landlord that: (aA) Tenant hereby represents and warrants to Landlord as follows: (i) The Tenant is a non-stock, not-for-profit, 501(c)(3) tax-exempt corporation duly organized and validly existing and in good standing under the laws of Malaysia Maryland and is duly qualified to enter into this Agreement and undertake the obligations provided for herein. (B) The Tenant has the full and unrestricted lawful power and authority to enter into and carry on its business as heretofore conducted; (ii) Tenant has full corporate power and authority to execute and deliver out the terms of this Tenancy Agreement; (iii) the Lease or other agreement contemplated herein. The execution, delivery and performance by Tenant of this Tenancy Agreement Lease and any other agreement contemplated herein, and the consummation of the transactions contemplated hereby and thereby have been or will be as of the Lease Commencement Date, duly authorized and approved by all corporate actions on requisite action, as the part case may be, and this Lease and all other agreements contemplated herein, documents contemplated hereby or thereby, when duly executed and delivered, will each constitute a valid and binding agreement of the Tenant that are necessary and, as applicable, its Affiliates, enforceable in accordance with its terms. (C) Except for the Development Approvals, License Approvals, and approvals required in this Agreement, no consent, approval or authorization of any other person or entity is required to authorize be obtained by the Tenant in connection with the execution, delivery and or 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 Lease or any other similar laws of general application affecting enforcement of creditors’ rights generallyagreement contemplated herein. (bD) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS TENANCY AGREEMENT Neither the execution or delivery of this Lease, or any other agreement contemplated herein, nor the consummation of the transactions contemplated hereby or thereby, will, as to the Tenant, its principals or Affiliates, where applicable: (INCLUDING THE RELATED AGREEMENTS)i) conflict with, THE LATA OR THE APAor result in a breach of, NEITHER TENANT NOR ANY OTHER PERSON OR ENTITY ACTING ON BEHALF OF TENANTthe terms, MAKES ANY REPRESENTATION OR WARRANTYconditions or provisions of, EXPRESS OR IMPLIEDor constitute a default under its or their organizational documents (including without limitation articles of incorporation, TO THE EXTENT ANY REPRESENTATION OR WARRANTIES HEREIN ARE INCONSISTENT WITH ANY REPRESENTATIONS OR WARRANTIES IN THE APAbylaws, THE APPLICABLE REPRESENTATIONS OR WARRANTIES IN THE APA SHALL CONTROLcertificates of limited partnership or partnership agreements) or any agreement or instrument to which it is a party or is subject; (ii) violate any agreement, restriction, easement, restrictive covenant, or instrument to which it is a party or to which it or any of its assets is subject; or (iii) to its knowledge, constitute a violation of any applicable code, resolution, law, statute, regulation, ordinance, rule, judgment, decree or order. (E) There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Tenant, threatened against or affecting the Tenant, its members or Affiliates which question the validity of this Lease or any agreement, instrument or document delivered or to be delivered pursuant hereto or thereto, or any action taken in, under or in connection with any of the provisions of hereof or thereof, at law or in equity, before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, and the Tenant has no reason to believe that any such action, suit, proceeding or investigation may be brought or threatened against the Tenant. (F) The Tenant has not retained any person or entity to solicit or secure this Lease from the Landlord upon an agreement or understanding for a commission, percentage or brokerage fee, other than bona fide employees or bona fide established commercial selling agencies retained by the Tenant for the purpose of securing business, and other than attorneys rendering legal services. (G) The Tenant shall use its best efforts to take, or cause to be taken, all actions necessary or desirable to cause the representations and warranties of the Tenant set forth herein to be true and correct during the term of this Lease. The Tenant shall refrain from taking any action which would cause, or threaten to cause, any such representation or warranty to become untrue or incorrect at any time during such period. (H) Xxxxxx has (i) satisfied or waived all conditions precedent to the execution of this Lease to the extent the satisfaction or waiver of such conditions precedent is within Tenant's control and (iii) not caused any Hazardous Substances to be deposited on the Leased Premises prior to the date hereof.

Tenant’s Representations, Warranties and Covenants. Tenant hereby represents warrants and covenants that: (a) Except as specifically specified below, Tenant hereby represents and warrants agrees not 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 store any Hazardous Material on the part Premises or allow the Release of any Hazardous Material on, onto or from the Premises that could result in a violation of any Environmental Law or in the creation of liability or obligations, including, without limitation, notification, deed recordation or remediation, under any Environmental Law. Tenant that are necessary to authorize will use in its operations certain material which may be considered Hazardous Material and shall be responsible for storing, maintaining, using or disposing of 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 same in accordance with its terms except as limited by all applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generallyEnvironmental Laws. (b) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS TENANCY AGREEMENT Tenant further agrees not to handle, use or otherwise manage Hazardous Material in violation of any Environmental Laws. (INCLUDING THE RELATED AGREEMENTSc) Tenant, at its sole expense, shall take all action required, including environmental cleanup of the Premises, to remove any Hazardous Materials Released onto or from the Premises during the Term of this Lease, unless such Release arises out of Landlord’s acts or omissions or the acts of omissions of Landlord’s agents, contractors, employees, licensees or tenants. (d) Tenant agrees to indemnify and hold Landlord, its directors, officers, stockholders, partners, joint venturers, employees, agents, attorneys, consultants, contractors or its successors and assigns, harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, judgments, administrative orders, remediation requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, but not limited to, reasonable attorneys’ fees and expenses), 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 CONTROLarising out of any breach by Tenant of its obligations under this Section.