Limited Liability Entities. In the event Tenant hereunder is a corporation, limited liability company, limited liability partnership, limited liability limited partnership, or other limited liability business entity recognized by or created pursuant to the law of the State of Colorado, the United States, or any state, territory, or political subdivision thereof, or any foreign country (collectively referred to as a “Limited Liability Entity”), the persons executing this Lease on behalf of Tenant hereby covenant and warrant that: Tenant is a duly organized Limited Liability Entity qualified to do business in the State of Colorado; all Tenant’s franchise and corporate taxes have been paid to date; all future forms, reports, fees, and other documents necessary for Tenant to comply with applicable laws will be filed by Tenant when due; and such persons are duly authorized by the board of directors or such other body governing the Limited Liability Entity as is proscribed or allowed by law (and shareholders, members, or partners, if required) of such Limited Liability Entity to execute and deliver this Lease on behalf of the Limited Liability Entity.
Limited Liability Entities. If Tenant is a limited or general partnership (or is comprised of two (2) or more persons, individually or as co-partners), the change or conversion of Tenant to (a) a limited liability partnership, (b) a limited liability company, or (c) any other entity which possesses the characteristics of limited liability (any such limited liability partnership, limited liability company or entity is referred to as a "Limited Liability Successor Entity"), shall be prohibited unless the prior written consent of Landlord is obtained, which consent may be withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord agrees not to unreasonably withhold of delay such consent provided that: (i) The Limited Liability Successor Entity succeeds to all or substantially all of Tenant's business and assets; (ii) The Limited Liability Successor Entity shall have a net worth, determined in accordance with generally accepted accounting principles, consistently applied, of not less than the greater of the net worth of Tenant on (1) the date of execution of this Lease, and (2) the day immediately preceding the proposed effective date of such conversion; (iii) Tenant is not in default of any of the terms, covenants or conditions of this Lease on the proposed effective date of such conversion; (iv) Tenant shall cause each partner of tenant to execute and deliver to Landlord an agreement, in form and substance satisfactory to Landlord, wherein each such partner agrees to remain personally liable for all of the terms, covenants and conditions of this Lease that are to be observed and performed by the Limited Liability Successor Entity; and (v) Tenant shall reimburse Landlord on demand for any and all reasonable costs and expenses that may be incurred by landlord in connection with said conversion of Tenant to a Limited Liability Successor Entity, including any attorneys' fees and disbursements.
