Representation by Landlord Sample Clauses

Representation by Landlord. 56 35. NAME OF BUILDING.................................................. 56 36.

Representation by Landlord. Landlord represents and warrants to Tenant to its actual knowledge without special inquiry that as of the date of this Lease, there are no Hazardous Materials present in the Leased Premises or the Building in violation of Hazardous Materials Laws.

Representation by Landlord. 37 Annex 1 Premises......................................................... Schedule 1 Intentionally Omitted......................................... Schedule 2 Basic Rent and Provisions for Rent Adjustments................ </TABLE> -2- <PAGE> <TABLE> <S> <C> Schedule 3 Intentionally Omitted......................................... Schedule 4 Corporate Covenants........................................... Schedule 5 Post Closing Obligations...................................... Schedule 6 Fixtures...................................................... Schedule 7 Property Condition Report..................................... EXECUTION of Lease Agreement:............................................ 39 </TABLE> -3- <PAGE> THIS LEASE AGREEMENT is made as of June ___, 2008 BETWEEN: (1) WGN (GER) LLC, a limited liability company organised under the laws of the state of Delaware, U.S.A. with an office at c/o W. P. ▇▇▇▇▇ & Co. LLC, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention, Director Asset Management (hereinafter referred to as the "LANDLORD"); and (2) WAGON AUTOMOTIVE GMBH, a company with its statutory seat in Waldaschaff, Germany, and registered with the trade register maintained at the local court of Aschaffenburg, Germany, under number HRB 7374 (hereinafter referred to as the "TENANT"); the above companies hereinafter jointly referred to at the "PARTIES". All of the terms of this Lease Agreement have been individually negotiated between the Parties. FOR GOOD AND VALUABLE CONSIDERATION RECEIVED THE LANDLORD AND THE TENANT AGREE AS FOLLOWS: 1

Representation by Landlord. 14 E. Notification....................................................................... 14 F.

Representation by Landlord. Landlord represents to Tenant that the Facilities Agreement which shall evidence the terms of a Loan to be made by Societe Generale to Landlord on or about the Commencement Date shall include the following provision:

Representation by Landlord. Landlord represents and warrants to Assignee that (i) Exhibit A attached hereto is a true and correct copy of the entire Lease and there have been no amendments or modifications thereto, (ii) the Lease represents a valid and binding obligation of the Landlord in accordance with its terms, and (iii) except as to payment of the invoice attached hereto as Exhibit B, which remains outstanding as of the date hereof, Landlord has no current actual knowledge that there has occurred an event which would constitute any breach of or default in any provision of the Lease or which would permit the acceleration or termination of any obligation of any party thereto, or which would give rise to any of the foregoing upon the giving of notice or lapse of time or both.

Representation by Landlord. Landlord represents that to Landlord's knowledge, without independent investigation, the Premises and the Facility are free from contamination by Hazardous Materials. Landlord shall not cause or permit any Hazardous Material to be brought on, kept, stored or used in or about the Facility in violation of any Environmental Laws. Landlord shall indemnify and hold Tenant harmless from and against any and all claims, actions, damages, liabilities and costs (including reasonable attorneys' fees) incurred by Tenant or its agents arising out of or from the contamination by Hazardous Materials of the Premises or Facility or violation of Environmental Laws which occurred prior to the date of this Lease, except to the extent such contamination or violation was caused by Tenant or its agents.

Representation by Landlord. Landlord hereby represents and warrants to Tenant that, to the best of Landlord's actual present knowledge, as of the date upon which this Lease was fully executed, the Premises are in compliance with all laws, rules, regulations, orders and requirements of all federal, state, county and local governmental authorities with respect to Hazardous Materials ("HAZARDOUS MATERIALS LAWS") and the presence, use, treatment, storage, removal and handling thereof. Landlord shall indemnify, defend, protect and hold harmless Tenant from any and all loss, cost, damage, expense and liability (including, without limitation, reasonable attorneys' fees) incurred by Tenant in connection with or arising from (a) the breach by Landlord of the representation set forth in this Section 29.33.3 above, and (b) Landlord's introduction of Hazardous Materials in, on or about the Real Property in violation of Hazardous Materials Laws at the time of such introduction.

Representation by Landlord. Landlord hereby represents and warrants to Tenant, except as outlined in the Levi▇▇ ▇▇▇c▇▇ ▇▇▇ort dated 12/21/88 & 3/17/89 to the best of Landlord's knowledge: (i) the Premises and all operations conducted thereon prior to the Commencement Date are in compliance with all Laws regarding Hazardous Materials ("Hazardous Materials Laws"), and (ii) any handling, transportation, storage, treatment, disposal, release or use of Hazardous Materials that has occurred on or about the Premises prior to the Commencement Date has been in compliance with all Hazardous Materials Laws. Tenant acknowledges reviewing the correspondence dated March 1, 1990 from the Department of Health Services concerning the "mixing" that occurred with respect to DDT at the Project. Landlord further represents and warrants that no litigation has been brought or threatened, nor any settlements reached with any governmental or private party, concerning the actual or alleged presence of Hazardous Materials on or about the Premises, nor has Landlord received any notice of any violation, or any alleged violation of any Hazardous Materials Laws, pending claims or pending investigations with respect to the presence of Hazardous Materials on or about the Premises.