Common use of Tenant’s Representations Clause in Contracts

Tenant’s Representations. As an inducement to Landlord to enter into this Lease Agreement, Tenant hereby represents and warrants to Landlord, as of the Effective Date, as follows: (a) Tenant is a Texas not-for-profit corporation, duly organized and validly existing under the laws of the State of Texas, with all necessary power and authority to enter into this Lease Agreement and to consummate the transactions herein contemplated. Tenant is qualified to do business in Texas; (b) Neither the execution and delivery of this Lease Agreement by Tenant nor the performance by Tenant of its obligations hereunder will (i) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge, or other restriction of any Governmental Authority, or court to which Tenant is subject or any provision of the articles of incorporation or by-laws of Tenant or (ii) conflict with, result in a breach, of constitute default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest, or other agreement to which Tenant is a party or by which Tenant or its assets are bound; (c) All proceedings required to be taken by or on behalf of Tenant authorize Tenant to execute and deliver this Lease Agreement and to perform the covenants, obligations and agreements of Tenant hereunder have been duly taken. No consent to the execution and delivery of this Lease Agreement by Tenant or the performance by Tenant of its covenants, obligations and agreements hereunder is required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority or other person, other than any such consent which already has been given; (d) This Lease Agreement constitutes the valid and legally binding obligation Tenant, enforceable in accordance with its terms and conditions, except as such enforcement maybe limited by bankruptcy,· insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect, affecting the enforcement of creditors' rights generally and by general principles of equity whether applied in a proceeding at law or in equity; and (e) To Tenant's actual knowledge, there is no action, suit, claim, proceeding or investigation pending or currently threatened against Tenant that questions the validity of this Lease Agreement, the transactions contemplated herein or that could either individually or in the aggregate have a material adverse effect on the assets, conditions, affairs or prospects of Tenant, financially or otherwise.

Tenant’s Representations. As In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Lease AgreementLease, Tenant hereby represents and warrants to Landlord, as of the Effective Date, Landlord as follows: (a) Tenant is a Texas not-for-profit corporation, limited liability company duly organized and validly existing and in good standing under the laws of the State of Texas, with Georgia. Tenant has all necessary requisite power and authority under the laws of the State of Georgia and its charter documents to enter into and perform its obligations under this Lease Agreement and to consummate the transactions herein contemplatedcontemplated hereby. Tenant is qualified duly authorized to do transact business in Texas;any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Lease, and upon the execution and delivery of any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Neither the execution and delivery of this Lease Agreement by Tenant nor or the performance by Tenant compliance with the terms and provisions hereof, will result in any breach of its obligations hereunder will (i) violate any statutethe terms, regulation, rule, judgment, order, decree, stipulation, injunction, chargeconditions or provisions of, or other restriction conflict with or constitute a default under, or result in the creation of any Governmental Authoritylien, charges or court encumbrance upon any property or assets of Tenant pursuant to the terms of any other indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or other instrument to which Tenant is subject or any provision of the articles of incorporation or by-laws of Tenant or (ii) conflict with, result in a breach, of constitute default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest, or other agreement to which Tenant is may be a party or by which it or any of its properties may be bound, or violate any provisions of law, or any applicable order, writ, injunction, judgement or decree of any court, or any order or other public regulation of any governmental commission, bureau or administrative agency. (d) There are no judgements presently outstanding and unsatisfied against Tenant or any of its assets properties, and neither Tenant nor any of its properties are bound;involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (ce) All proceedings required To the knowledge of Tenant, neither this Lease nor any other document, certificate or statement furnished to be taken Landlord by or on behalf of Tenant authorize in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant to execute there is no fact or condition which materially and deliver adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Lease or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby. (f) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Premises and the Improvements therein are adequately furnished and contain adequate FF&E and inventory consistent with the amount of FF&E and inventory which is customarily maintained in a hotel of the type and character of the Premises as otherwise required to operate the Premises in a manner contemplated by this Lease and in compliance with the Franchise Agreement and to perform the covenants, obligations and agreements of Tenant hereunder have been duly takenall legal requirements. No consent In addition to the execution foregoing, Tenant shall provide and delivery maintain throughout the Term, all Tenant's Personal Property as shall be necessary in order to operate the Premises in compliance with applicable legal requirements and insurance requirements and otherwise in accordance with customarily practice in the industry for the Permitted Use. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Premises which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Lease Agreement and any assumption of management or operation of the Premises by Landlord or its designee. (g) Tenant shall deliver to Landlord within thirty (30) days after receipt of or after modification thereof, copies of all licenses authorizing Tenant and/or manager to operate the Premises for its Permitted Use. (h) Tenant shall give prompt notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which tenant has notice or actual knowledge and which involves a potential uninsured liability equal to or greater than $100,000.00 or which, in Tenant's reasonable opinion, may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or conditions, financial or otherwise, of Tenant. (i) During the Term of this Lease, except as approved in writing by Landlord, and except for those nights when all rooms in the Premises are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, divert or attempt to divert any business or customer of the Premises to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the good will associate with the Landlord or the performance by Tenant of its covenants, obligations and agreements hereunder is required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority or other person, other than any such consent which already has been given;Premises. (dj) This Lease Agreement constitutes the valid and legally binding obligation Tenant acknowledges that Tenant, enforceable 's failure or repeated delays in making prompt payment in accordance with its the terms and conditionsof any agreement, except as such enforcement maybe limited by bankruptcy,· insolvencyleases, reorganizationinvoices or statements for purchase or lease of furniture, moratorium fixtures, equipment, inventories, supplies, travel agent services or other similar laws presently goods or hereafter services will be detrimental to the reputation of Landlord and Tenant. Accordingly, Tenant agrees that Tenant shall pay when due all undisputed amounts owed by Tenant in effect, affecting connection with the enforcement operation of creditors' rights generally and by general principles of equity whether applied in a proceeding at law or in equity; andthe Premises. (ek) To All employees of Tenant are solely employees of Tenant and not Landlord. Tenant is not Landlord's agent for any purpose in regard to Tenant's actual knowledgeemployees or otherwise. Further, there Tenant expressly acknowledges and agrees that Landlord does exercise any direction or control over the employment policies or employment decisions of Tenant. (l) Tenant shall submit to Landlord within ninety (90) days after the end of each calendar year during the Term of this Lease, a list of all members of the Tenant (being a limited liability company), and the respective interests in Tenant held by each of such members as of the end of each calendar year. If Tenant is no actiona corporation, suitor if any member of Tenant is a corporation, claimTenant shall submit to Landlord within ninety (90) days after the end of each calendar year during the Term of this Lease, proceeding a list of all shareholders and the respective interests of Tenant (or investigation pending or currently threatened against such corporate member) held by each of such shareholders as of the end of each calendar year. In addition, if Tenant that questions is a partnership, Tenant shall submit to Landlord within ninety (90) days after the validity end of each calendar year during the Term of this Lease Agreement, a list of all partners and the transactions contemplated herein or that could either individually or respect interests in Tenant held by each partner as of the aggregate have a material adverse effect on the assets, conditions, affairs or prospects end of Tenant, financially or otherwiseeach calendar year.

Tenant’s Representations. As In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Lease AgreementLease, Tenant hereby represents and warrants to Landlord, as of the Effective Date, Landlord as follows: (a) Tenant is a Texas not-for-profit corporation, limited liability company duly organized and validly existing and in good standing under the laws of the State of Texas, with Georgia. Tenant has all necessary requisite power and authority under the laws of the State of Georgia and its charter documents to enter into and perform its obligations under this Lease Agreement and to consummate the transactions herein contemplatedcontemplated hereby. Tenant is qualified duly authorized to do transact business in Texas;any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Lease, and upon the execution and delivery of any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Neither the execution and delivery of this Lease Agreement by Tenant nor or the performance by Tenant compliance with the terms and provisions hereof, will result in any breach of its obligations hereunder will (i) violate any statutethe terms, regulation, rule, judgment, order, decree, stipulation, injunction, chargeconditions or provisions of, or other restriction conflict with or constitute a default under, or result in the creation of any Governmental Authoritylien, charges or court encumbrance upon any property or assets of Tenant pursuant to the terms of any other indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or other instrument to which Tenant is subject or any provision of the articles of incorporation or by-laws of Tenant or (ii) conflict with, result in a breach, of constitute default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest, or other agreement to which Tenant is may be a party or by which it or any of its properties may be bound, or violate any provisions of law, or any applicable order, writ, injunction, judgement or decree of any court, or any order or other public regulation of any governmental commission, bureau or administrative agency. (d) There are no judgements presently outstanding and unsatisfied against Tenant or any of its assets properties, and neither Tenant nor any of its properties are bound;involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (ce) All proceedings required To the knowledge of Tenant, neither this Lease nor any other document, certificate or statement furnished to be taken Landlord by or on behalf of Tenant authorize in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant to execute there is no fact or condition which materially and deliver adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Lease or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby. (f) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Premises and the Improvements therein are adequately furnished and contain adequate FF&E and inventory consistent with the amount of FF&E and inventory which is customarily maintained in a hotel of the type and character of the Premises as otherwise required to operate the Premises in a manner contemplated by this Lease and in compliance with the Franchise Agreement and to perform the covenants, obligations and agreements of Tenant hereunder have been duly takenall legal requirements. No consent In addition to the execution foregoing, Tenant shall provide and delivery maintain throughout the Term, all Tenant's Personal Property as shall be necessary in order to operate the Premises in compliance with applicable legal requirements and insurance requirements and otherwise in accordance with customarily practice in the industry for the Permitted Use. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Premises which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Lease Agreement and any assumption of management or operation of the Premises by Landlord or its designee. (g) Tenant shall deliver to Landlord within thirty (30) days after receipt of or after modification thereof, copies of all licenses authorizing Tenant and/or manager to operate the Premises for its Permitted Use. (h) Tenant shall give prompt notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which tenant has notice or actual knowledge and which involves a potential uninsured liability equal to or greater than $100,000.00 or which, in Tenant's reasonable opinion, may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or conditions, financial or otherwise, of Tenant. (i) During the Term of this Lease, except as approved in writing by Landlord, and except for those nights when all rooms in the Premises are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, divert or attempt to divert any business or customer of the Premises to any 50 competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the good will associate with the Landlord or the performance by Tenant of its covenants, obligations and agreements hereunder is required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority or other person, other than any such consent which already has been given;Premises. (dj) This Lease Agreement constitutes the valid and legally binding obligation Tenant acknowledges that Tenant, enforceable 's failure or repeated delays in making prompt payment in accordance with its the terms and conditionsof any agreement, except as such enforcement maybe limited by bankruptcy,· insolvencyleases, reorganizationinvoices or statements for purchase or lease of furniture, moratorium fixtures, equipment, inventories, supplies, travel agent services or other similar laws presently goods or hereafter services will be detrimental to the reputation of Landlord and Tenant. Accordingly, Tenant agrees that Tenant shall pay when due all undisputed amounts owed by Tenant in effect, affecting connection with the enforcement operation of creditors' rights generally and by general principles of equity whether applied in a proceeding at law or in equity; andthe Premises. (ek) To All employees of Tenant are solely employees of Tenant and not Landlord. Tenant is not Landlord's agent for any purpose in regard to Tenant's actual knowledgeemployees or otherwise. Further, there Tenant expressly acknowledges and agrees that Landlord does exercise any direction or control over the employment policies or employment decisions of Tenant. (l) Tenant shall submit to Landlord within ninety (90) days after the end of each calendar year during the Term of this Lease, a list of all members of the Tenant (being a limited liability company), and the respective interests in Tenant held by each of such members as of the end of each calendar year. If Tenant is no actiona corporation, suitor if any member of Tenant is a corporation, claimTenant shall submit to Landlord within ninety (90) days after the end of each calendar year during the Term of this Lease, proceeding a list of all shareholders and the respective interests of Tenant (or investigation pending or currently threatened against such corporate member) held by each of such shareholders as of the end of each calendar year. In addition, if Tenant that questions is a partnership, Tenant shall submit to Landlord within ninety (90) days after the validity end of each calendar year during the Term of this Lease Agreement, a list of all partners and the transactions contemplated herein or that could either individually or respect interests in Tenant held by each partner as of the aggregate have a material adverse effect on the assets, conditions, affairs or prospects end of Tenant, financially or otherwiseeach calendar year.

Tenant’s Representations. As an inducement to Landlord to enter into this Lease Agreement, Tenant X. Xxxxxx hereby represents and warrants to Landlord, as of the Effective Date, Landlord as follows: (ai) Tenant is a Texas not-fornon-profit corporationcorporation duly organized, duly organized and validly existing and in good standing under the laws of District of Columbia (ii) Tenant is duly qualified to conduct business in the State District of TexasColumbia, with all necessary and (iii) Tenant has the power and authority to enter into this Lease Agreement and to consummate conduct the transactions herein contemplated. Tenant is qualified to do business in Texaswhich it is currently engaged; (bii) Neither Tenant (i) has the execution power and authority to execute, deliver and perform its obligations under this Lease, and (ii) has taken all necessary action to authorize the execution, delivery and performance of this Lease; (iii) To Tenant’s actual knowledge, no consent or authorization of, or filing with, any Person (including any Governmental Authority), which has not been obtained is required in connection with the execution, delivery and performance of this Lease Agreement by Xxxxxx, except for: (i) zoning approvals, if any; and (ii) permits and approvals from Governmental Authorities required to construct the Improvements; (iv) This Lease has been duly executed and delivered by Xxxxxx, and constitutes the legal, valid and binding obligation of Tenant, enforceable against Tenant nor in accordance with its terms; (v) To Tenant’s actual knowledge, the execution, delivery and performance by Tenant of its obligations hereunder this Lease will (i) not violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge, Laws or other restriction of any Governmental Authority, or court to which Tenant is subject or any provision of the articles of incorporation or by-laws of Tenant or (ii) conflict with, result in a breach, breach of constitute default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest, or other agreement contractual obligation to which Tenant is a party or by which Tenant or its assets are boundparty; (cvi) All proceedings required to be taken by or on behalf of Tenant authorize Tenant to execute Tenant’s execution, delivery and deliver this Lease Agreement and to perform the covenants, obligations and agreements of Tenant hereunder have been duly taken. No consent to the execution and delivery performance of this Lease Agreement by Tenant and the transactions contemplated hereby shall not: (i) to Tenant’s actual knowledge, violate any judgment, order, injunction, decree, regulation or the performance by Tenant ruling of its covenants, obligations and agreements hereunder is required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative court or administrative body, Governmental Authority with proper jurisdiction that is binding on Tenant; or other person, other than any such consent which already has been given; (dii) This Lease Agreement constitutes the valid and legally binding obligation Tenant, enforceable in accordance with its terms and conditions, except as such enforcement maybe limited by bankruptcy,· insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect, affecting the enforcement of creditors' rights generally and by general principles of equity whether applied result in a proceeding at law breach or in equitydefault under any provision of the organizational documents of Tenant; and (evii) To No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to Tenant's ’s actual knowledge, there is no action, suit, claim, proceeding threatened by or investigation pending or currently threatened against Tenant that questions the validity of this Lease Agreementwhich, the transactions contemplated herein or that could either if adversely determined, individually or in the aggregate aggregate, could reasonably be expected to have a material adverse effect on Tenant and its ability to perform its obligations under this Lease. (viii) Tenant is a public charter school and has a valid and existing charter in effect pursuant to and in accordance the assets, conditions, affairs or prospects District of Tenant, financially or otherwiseColumbia School Reform Act of 1995 (D.C. Official Code § 38-1800.01 et Seq. (Supp. 2005)).

Tenant’s Representations. As In addition to any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Lease AgreementLease, Tenant hereby represents and warrants to Landlord, as of the Effective Date, Landlord as follows: (a) Tenant is a Texas not-for-profit corporation, limited liability company which is duly organized and validly existing and in good standing under the laws of the State state of Texas, with its formation. Tenant has all necessary requisite power and authority under the laws of the state of its formation and its articles Batesville Healthcare Center Batesville, Arkansas of organization and operating agreement or other charter documents to enter into and perform its obligations under this Lease Agreement and to consummate the transactions herein contemplatedcontemplated hereby. Tenant is qualified duly registered or authorized, as applicable, to do transact business in Texas;any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Neither Tenant has taken all necessary action to authorize the execution, delivery and performance of this Lease, and upon the execution and delivery of this Lease Agreement any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant nor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the performance by Tenant rights and remedies of its obligations hereunder will (i) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge, or other restriction creditors and except to the extent that the availability of any Governmental Authority, or court equitable relief may be subject to which Tenant is subject or any provision the discretion of the articles of incorporation or by-laws of Tenant or (ii) conflict with, result in a breach, of constitute default under, result in the acceleration of, create in court before which any party the right to accelerate, terminate, modify, or cancel or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest, or other agreement to which Tenant is a party or by which Tenant or its assets are bound;proceeding may be brought. (c) All proceedings required There are no judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could materially adversely affect Tenant, and no such material litigation or proceeding is, to be taken the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) To the knowledge of Tenant, neither this Lease nor any other document, certificate or statement furnished to Landlord by or on behalf of Tenant authorize in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact or condition which materially and adversely affects the business, operations, affairs, properties or condition of Tenant to execute and deliver which has not been set forth in this Lease Agreement and to perform the covenants, obligations and agreements of Tenant hereunder have been duly taken. No consent to the execution and delivery of this Lease Agreement by Tenant or the performance by Tenant of its covenants, obligations and agreements hereunder is required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority or other person, other than any such consent which already has been given; (d) This Lease Agreement constitutes the valid and legally binding obligation Tenant, enforceable in accordance with its terms and conditions, except as such enforcement maybe limited by bankruptcy,· insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect, affecting the enforcement of creditors' rights generally and by general principles of equity whether applied in a proceeding at law or in equity; andother documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby. (e) To All employees of Tenant or any Affiliate, if any, are solely employees of Tenant or such Affiliate and not Landlord. Neither Tenant nor any Affiliate of Tenant is Landlord’s agent for any purpose in regard to Tenant's actual knowledge’s or any Affiliate of Tenant’s employees or otherwise. Further, there Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant or any Affiliate of Tenant. Tenant agrees to indemnify and hold Landlord and its Affiliates harmless from any against any and all claims of its employees or employees of the Facility against Landlord. (f) Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is no actionillegal under the laws of the United States or the jurisdiction in which made, suit(ii) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on its books or (iii) Batesville Healthcare Center Batesville, claim, proceeding Arkansas made any payments to any person with the intention or investigation pending or currently threatened against understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant that questions shall not take any such actions during the validity Term of this Lease Agreement, the transactions contemplated herein or that could either individually or in the aggregate have a material adverse effect on the assets, conditions, affairs or prospects of Tenant, financially or otherwiseLease.

Tenant’s Representations. As an inducement to Landlord to enter into this Lease Agreement, Tenant hereby represents and warrants to Landlord, as of the Effective Date, as follows: (a) Tenant is a Texas not-for-profit corporation, duly organized and validly existing under the laws of the State of Texas, with all necessary power and authority to enter into this Lease Agreement and to consummate the transactions herein contemplated. Tenant is qualified to do business in Texas;. (b) Neither the execution and delivery of this Lease Agreement by Tenant nor the performance by Tenant of its obligations hereunder will (i) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge, or other restriction of any Governmental Authority, or court to which Tenant is subject or any provision of the articles of incorporation or by-laws of Tenant or (ii) conflict with, result in a breachbreach of, of constitute default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or cancelor require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest, or other agreement to which Tenant is a party or by which Tenant or its assets are bound;. (c) All proceedings required to be taken by or on behalf of Tenant authorize Tenant to execute and deliver this Lease Agreement and to perform the covenants, obligations and agreements of Tenant hereunder have been duly taken. No consent to the execution and delivery of this Lease Agreement by Tenant or the performance by Tenant of its covenants, obligations and agreements hereunder is required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority or other person, other than any such consent which already has been given;. (d) This Lease Agreement constitutes the valid and legally binding obligation Tenant, enforceable in accordance with its terms and conditions, except as such enforcement maybe limited by bankruptcy,· , insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect, affecting the enforcement of creditors' ’ rights generally and by general principles of equity whether applied in a proceeding at law or in equity; and . (e) To Tenant's ’s actual knowledge, there is no action, suit, claim, proceeding or investigation pending or currently threatened against Tenant that questions the validity of this Lease Agreement, the transactions contemplated herein or that could either individually or in the aggregate have a material adverse effect on the assets, conditions, affairs or prospects of Tenant, financially or otherwise.

Tenant’s Representations. As an inducement Tenant represents, warrants and covenants to Landlord to enter into this Lease Agreement, Tenant hereby represents and warrants to Landlord, as of the Effective Date, as follows: (a) SECTION 1.1.1. Tenant is a Texas not-for-profit corporation, general partnership duly organized and validly existing under the laws of the State state of Texas, with all necessary power Washington and authority to enter into this Lease Agreement and to consummate the transactions herein contemplated. Tenant is duly qualified to do business in Texas;the State of New York. (b) Neither the execution SECTION 1.1.2. This Agreement is valid, binding and delivery of this Lease Agreement by enforceable against Tenant nor the performance by Tenant of its obligations hereunder will (i) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge, or other restriction of any Governmental Authority, or court to which Tenant is subject or any provision of the articles of incorporation or by-laws of Tenant or (ii) conflict with, result in a breach, of constitute default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest, or other agreement to which Tenant is a party or by which Tenant or its assets are bound; (c) All proceedings required to be taken by or on behalf of Tenant authorize Tenant to execute and deliver this Lease Agreement and to perform the covenants, obligations and agreements of Tenant hereunder have been duly taken. No consent to the execution and delivery of this Lease Agreement by Tenant or the performance by Tenant of its covenants, obligations and agreements hereunder is required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority or other person, other than any such consent which already has been given; (d) This Lease Agreement constitutes the valid and legally binding obligation Tenant, enforceable in accordance with its terms and conditionsterms, except as such enforcement maybe the enforceability thereof may be limited by bankruptcy,· , insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect, affecting relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether applied such enforceability is considered in a proceeding in equity or at law or in equity; and (e) To Tenant's actual knowledge, there is no action, suit, claim, proceeding or investigation pending or currently threatened against Tenant that questions the validity law). The execution of this Lease Agreement, Agreement and the consummation of the transactions contemplated herein do not and will not result in a breach of the terms and conditions of nor constitute a default under or that could either individually violation of Tenant's partnership agreement or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Tenant is now a party or by which any of its assets may be bound or affected, subject, however, to Tenant obtaining those third party consents and regulatory approvals for which it is responsible under the terms hereof. SECTION 1.1.3. Subject to obtaining the third party consents and regulatory approvals which it and/or Landlord are required to use their best efforts to secure, Tenant has full power and authority to execute and to deliver this Agreement and all related documents, and to carry out the transactions contemplated herein and therein. SECTION 1.1.4. Tenant has duly and properly taken or obtained or caused to be taken or obtained, or prior to the Commencement Date will have duly and properly taken or obtained or caused to be taken or obtained, all action necessary for Tenant (i) to enter into and to deliver this Agreement and any and all documents and agreements executed by Tenant in connection herewith or in furtherance hereof and (ii) to carry out the aggregate terms hereof and thereof and the transactions contemplated herein and therein, which action shall include, but not be limited to, using its best efforts to obtain the third party consents and regulatory approvals for which it is responsible under the terms hereof. No other action by or on behalf of Tenant is or will be necessary to authorize the execution, delivery and performance of this Agreement and any documents and agreements executed by Tenant in connection herewith or consummation of the transactions contemplated herein, other than securing those third party consents and regulatory approvals for which Tenant is responsible under the terms hereof. Nothing herein shall be construed as a guarantee by Tenant that it will be able to secure the third party consents or regulatory approvals for which it is responsible, but rather this paragraph shall be limited to Tenant's representation and warranty that it will use its best efforts to secure such third party consents and regulatory approvals. SECTION 1.1.5. There is no, nor has Tenant received written or verbal notice of any, litigation, administrative investigation or other proceeding pending or, to the best of Landlord's knowledge based on written notice with respect thereto, threatened by any governmental authority having jurisdiction over Tenant or by any other party against or relating to Tenant where the amount claimed exceeds $1,000,000 in any single action or $10,000,000 in the aggregate. Tenant is not a party to or bound by any orders, judgments, injunctions, decrees or settlement agreements under which it may have continuing obligations as of the date hereof or as of the Commencement Date and which are likely to materially restrict or affect the present business operations of Tenant taken as a whole. The right or ability of Tenant to consummate the transaction contemplated herein has not been challenged by any governmental agency or any other person and Tenant has no knowledge of the occurrence of any event which would provide a reasonable basis for any such litigation, investigation or other proceeding. SECTION 1.1.6. Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the laws of the United States or the jurisdiction in which made, (ii) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on its books, (iii) given or received any payments or other forms of remuneration in connection with the referral of residents which would violate the Medicare/Medicaid Anti-kickback Law, Section 1128(b) of the Social Security Act, 42 USC Section 1320a-7b(b) or any analogous state statute or (iv) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. SECTION 1.1.7. No representation or warranty by or on behalf of Tenant contained in this Agreement, as those representations have been modified by the terms of any written disclosure to Landlord and no statement contained in any certificate, list, exhibit, or other instrument furnished or to be furnished to Landlord pursuant hereto contains or will contain any untrue statement of a material adverse effect on fact, or omits or will omit to state any material facts which are necessary in order to make the assetsstatements contained herein or therein, conditionsin light of the circumstances under which they were made, affairs or prospects of Tenant, financially or otherwisenot misleading.