Common use of Representations of Tenant Clause in Contracts

Representations of Tenant. Tenant represents and warrants to Landlord that, with respect to the Existing Premises, (i) Tenant has not heretofore sublet the Existing Premises nor assigned all or any portion of its interest in the Lease with respect thereto, nor shall any such transaction be in effect as of the New Premises Commencement Date, (ii) no other person, firm or entity has any right, title or interest in the Lease with respect to the Existing Premises, (iii) Tenant has the full right, legal power and actual authority to enter into this Second Amendment and to terminate Tenant’s lease of the Existing Premises without the consent of any person, firm or entity, and (iv) the individuals executing this Second Amendment on behalf of Tenant have the full right, legal power and actual authority to bind Tenant to the terms and conditions hereof. Tenant further represents and warrants to Landlord that, as of the date hereof, there are no, and as of the New Premises Commencement Date, there shall be no, mechanic’s liens or other liens encumbering all or any portion of the Existing Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 3.2 shall survive the termination of Tenant’s lease of the Existing Premises and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.

Representations of Tenant. Tenant hereby represents and warrants to Landlord that, with respect to the Existing Premises, following: (i) Tenant has not heretofore sublet the Existing Reduction Premises nor assigned assigned, transferred or conveyed all or any portion of its rights, title or interest in the Lease with respect thereto, nor shall any such transaction be in effect as of the New Premises Commencement Date, Lease; (ii) no other person, firm or entity has any right, title or interest in the Lease with respect to the Existing Premises, Lease; (iii) Tenant has the full right, legal power and actual authority to enter into this Second Amendment and to terminate Tenant’s its lease of the Existing Reduction Premises without the consent of any person, firm or entity, and ; (iv) this Amendment is legal, valid and binding upon Tenant and Landlord, enforceable in accordance with its terms; (v) Tenant has not done any of the individuals executing this Second Amendment on behalf following: (a) made a general assignment for the benefit of Tenant have creditors; (b) filed any voluntary petition in bankruptcy or suffered the full rightfiling of an involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, legal power and actual authority or substantially, all of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing to bind Tenant its inability to pay its debts as they become due; or (f) made an offer of settlement, extension or composition to its creditors generally. In addition to the terms foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Amendment and conditions hereofending on the date which is ninety-one (91) days thereafter; and (vi) there no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord. Tenant further represents and warrants to Landlord that, that as of the date hereof, hereof there are no, and as of the New Premises Commencement Date, there shall be no, no mechanic’s liens or other liens encumbering all or any portion of the Existing Reduction Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 3.2 13 shall survive the termination of Tenant’s lease of the Existing Reduction Premises and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.

Representations of Tenant. Tenant represents and warrants to Landlord that, with respect to the Existing Premises, that (i) Tenant has not heretofore assigned or sublet the Existing Premises nor assigned all or any portion of its interest in the Lease with respect thereto, nor shall any such transaction be or in effect as of the New Premises Commencement Date, Premises; (ii) no other person, firm or entity has any right, title or interest in the Lease with respect to or in the Existing Premises, Premises through Tenant; (iii) Tenant has the full right, legal power and actual authority to enter into this Second Amendment and to terminate Tenant’s lease of the Existing Premises without the consent of any person, firm or entity, and (iv) the individuals executing this Second Amendment on behalf of Tenant have the full right, legal power and actual authority to bind Tenant to the terms and conditions hereof. ; (iv) the Lease is in full force and effect and is binding and enforceable against Tenant further represents and warrants in accordance with its terms; (v) neither Tenant nor, to Tenant’s knowledge, Landlord thatis in default in the performance or observance of any of its obligations under the Lease; (vi) to Tenant’s knowledge, as Tenant has no existing defenses, offsets, deductions or claims against the enforcement of the date hereof, there are no, and Lease by Landlord; (vii) except as of the New Premises Commencement Date, there shall be no, mechanic’s liens or other liens encumbering all or any portion of the Existing Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 3.2 shall survive Amendment, all work and tenant improvements required by the termination Lease to be completed by Landlord have been completed in the manner satisfactory to Tenant and all improvement allowances have been paid; in accordance with the terms, conditions and covenants set forth in the Lease, and no payments are required to be made to Tenant in connection therewith; (viii) Tenant is in possession of the Premises as revised herein; (ix) Tenant has not engaged a broker to procure this Amendment and no brokers’ commissions, finder’s fees or other similar amount is due to any broker, agent or third party; and (x) no actions, whether voluntary or otherwise, are pending against Tenant under the bankruptcy laws of the United States or any state and there are no claims or actions pending against Tenant which, if decided against Tenant, would materially and adversely affect Tenant’s lease of financial condition or its ability to perform the Existing Premises and Tenant shall be liable to Landlord for any inaccuracy or any breach thereofTenant’s obligations under the Lease.

Representations of Tenant. Tenant represents and warrants to Landlord that, with respect to the Existing Premises, Subtenant that (i) Tenant has not heretofore sublet the Existing Premises nor assigned all or any portion of its interest in the Lease with respect theretoa true, nor shall any such transaction be in effect as complete, and correct copy of the New Premises Commencement DateMaster Lease, as provided to Tenant by Sublandlord, is attached hereto as Exhibit A, and a true, complete, and correct copy of the Sublease is attached hereto as Exhibit B, (ii) the Sublease, and to Tenant’s knowledge, the Master Lease are each in full force and effect and have not been amended, and that, to Tenant’s knowledge, no other persondefault exists on the part of Tenant, firm Sublandlord or entity has any right, title Master Landlord under the Sublease or interest in the Lease with respect to the Existing PremisesMaster Lease, (iii) Tenant has the full right, legal right and power to execute and actual authority to enter into deliver this Second Amendment Sublease and to terminate perform its obligations hereunder, subject only to Sublandlord’s and Master Landlord’s consent, (iv) to Tenant’s lease knowledge, there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Tenant, which could adversely affect the Third Floor Space or any part thereof or the ability of Tenant to perform its obligations under the Sublease and Master Lease, or of Tenant to perform its obligations under this Agreement, and Tenant is not aware of any facts which might result in any such actions, suits or proceedings; (v) to Tenant’s knowledge, there is no pending or threatened condemnation or similar proceeding affecting the Third Floor Space or any portion thereof, and Tenant has no knowledge that any such action currently is contemplated; (vi) Tenant has not received any notice from any insurance company of any defects or inadequacies in the Third Floor Space or any part thereof which could adversely affect the insurability of the Existing Premises without Third Floor Space or the consent premiums for the insurance thereof; and (vii) to Tenant’s knowledge, (1) no Hazardous Materials are present in, on or under the Third Floor Space or Building or the soil, surface water or groundwater thereof in violation of any person, firm or entityapplicable environmental law, and (iv2) no notice of any action, proceeding or claim, pending or threatened, regarding the individuals executing this Second Amendment on behalf Building or land of which it is a part concerning any Hazardous Materials or pursuant to any environmental laws has been provided to or served upon Tenant. Tenant (x) shall continue to perform the obligations of “Subtenant” under the Sublease which are not incorporated herein, including the obligation of Tenant have to pay rent to Sublandlord in accordance with the full rightprovisions of the Sublease, legal power (y) shall not amend or modify the Sublease in any way so as to materially or adversely affect Subtenant or its interest hereunder, increase Subtenants obligations hereunder, or materially restrict Subtenant’s rights hereunder, and actual authority (z) agrees not to bind Tenant voluntarily terminate, cancel or surrender the Sublease with respect to the terms and conditions hereof. Tenant further represents and warrants to Landlord that, as of the date hereof, there are no, and as of the New Premises Commencement Date, there shall be no, mechanic’s liens or other liens encumbering all or any portion of the Existing Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 3.2 shall survive the Third Floor Space that will cause a termination of TenantSubtenant’s lease right of possession, during the Existing Premises and Tenant shall be liable to Landlord Term for any inaccuracy reason, without the prior written consent of Subtenant, which consent shall not be unreasonably withheld or any breach thereofdelayed.

Representations of Tenant. Tenant represents and warrants to Landlord that, that with respect to the Existing PremisesInitial Give-Back Space and the Editing Bay Give-Back Space (collectively, the "Give-Back Space") (ia) Tenant has not heretofore sublet heretofore, and as of the Existing Premises Initial Give­ Back Date and the Editing Bay Give-Back Date, Tenant shall not have sublet, licensed or otherwise permitted the occupancy of the Give-Back Space by third parties nor assigned all or any portion of its interest in the Lease with respect thereto, nor shall any such transaction be in effect as of the New Premises Commencement Date, (ii) no other person, firm or entity has any right, title or interest in the Lease with respect to the Existing PremisesGive-Back Space, and (iiib) Tenant has the full right, legal power and actual authority to enter into this Second Tenth Amendment and to terminate Tenant’s lease of the Existing Premises Lease, as amended, with respect to the Give-Back Space without the consent of any person, firm or entity, and (iv) the individuals executing this Second Amendment on behalf of Tenant have the full right, legal power and actual authority to bind Tenant to the terms and conditions hereof. Tenant further represents and warrants to Landlord that, that as of the date hereof, hereof there are noare_no, and as of the New Premises Commencement Initial Give_.Back Date and the Editing Bay Give-Back Date, there shall not be noany, mechanic’s liens (i) Alterations, including, without limitation, Cosmetic Alterations, as those terms are defined in Section 9(C) of the Original Lease, in the Give-Back Space, without Landlord's prior written consent, provided that Tenant shall continue to be obligated to make all repairs to the Give-Back Space prior to the Initial Give-Back Date and the Editing Bay Give-Back Date, as applicable, in accordance with Section 9(A) of the Original Lease, (ii) mechanics' liens, or other liens encumbering all or any portion of the Existing Premises Initial Give-Back Space or the Editing Bay Give-Back Space, as applicable, by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 3.2 2.2.3 shall survive the termination of Tenant’s lease of the Existing Premises Lease with respect to the Give-Back Space, and Tenant shall be liable to Landlord for any inaccuracy inaccuracies or any breach thereof.

Representations of Tenant. Tenant represents and warrants to Landlord that, with respect to the Existing PremisesSecond Termination Space, (ia) Tenant has not heretofore sublet the Existing Premises Second Termination Space, nor assigned all or any portion of its interest in the Lease with respect theretoLease, nor shall any such transaction be as amended by this Fifth Amendment; (b) excluding Tenant’s Affiliates, as that term is defined in effect as of the New Premises Commencement DateOffice Lease, (ii) no other person, firm or entity has any right, title or interest in the Lease with respect to the Existing PremisesLease, as amended by this Fifth Amendment; (iiic) Tenant has the full right, legal power and actual authority to enter into this Second Fifth Amendment and to terminate Tenant’s lease of the Existing Premises Lease, as amended by this Fifth Amendment, with respect to the Second Termination Space without the consent of any person, firm or entity, ; and (ivd) the individuals executing this Second Fifth Amendment on behalf of Tenant have the full right, legal power and actual authority to bind Tenant to the terms and conditions hereof. Tenant further represents and warrants to Landlord that, that as of the date hereof, there are no, and as of the New Premises Commencement Date, there shall be no, no mechanic’s liens or other liens encumbering all or any portion of the Existing Premises the Second Termination Space by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. Tenant covenants that Tenant shall not create any mechanics liens or other liens to encumber the Second Termination Space, and, in the event of any such liens, Tenant shall, at Tenant’s sole cost and expense, remove such liens prior to the Second Termination Date. The representations and warranties set forth in this Section 3.2 9 shall survive the termination of Tenant’s lease of the Existing Premises Second Termination Space and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.

Representations of Tenant. Tenant hereby represents and warrants to Landlord that, with respect to the Existing Premises, following: (i) Tenant has not heretofore sublet the Existing Reduction Premises (except with respect to those two subleases previously approved by Landlord and currently in effect) nor assigned assigned, transferred or conveyed all or any portion of its rights, title or interest in the Lease with respect thereto, nor shall any such transaction be in effect as of the New Premises Commencement Date, Lease; (ii) no other person, firm or entity has any right, title or interest in the Lease with respect to the Existing Premises, Lease; (iii) Tenant has the full right, legal power and actual authority to enter into this Second Amendment and to terminate Tenant’s its lease of the Existing Reduction Premises without the consent of any person, firm or entity, and ; (iv) this Amendment is legal, valid and binding upon Tenant and Landlord, enforceable in accordance with its terms; (v) Tenant has not done any of the individuals executing this Second Amendment on behalf following: (a) made a general assignment for the benefit of Tenant have creditors; (b) filed any voluntary petition in bankruptcy or suffered the full rightfiling of an involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, legal power and actual authority or substantially, all of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing to bind Tenant its inability to pay its debts as they become due; or (f) made an offer of settlement, extension or composition to its creditors generally. In addition to the terms foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Amendment and conditions hereofending on the date which is ninety-one (91) days thereafter; and (vi) there no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord. Tenant further represents and warrants to Landlord that, that as of the date hereof, hereof there are no, and as of the New Premises Commencement Date, there shall be no, no mechanic’s 's liens or other liens encumbering all or any portion of the Existing Reduction Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 3.2 9 shall survive the termination of Tenant’s 's lease of the Existing Reduction Premises and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.

Representations of Tenant. Tenant hereby represents and warrants to Landlord that, with respect to the Existing Premises, following: (i) Tenant has not heretofore sublet other than the Existing Premises nor assigned all or any portion of its interest in the Lease with respect thereto, nor shall any such transaction be in effect as of the New Premises Commencement Date, (ii) previously approved Subtenant no other person, firm or entity has any right, title or interest in the Lease with respect to the Existing Premises, Lease; (iiiii) Tenant has the full right, legal power and actual authority to enter into this Second Amendment and to terminate Tenant’s its lease of the Existing Reduction Premises without the consent of any person, firm or entity; (iii) this Amendment is legal, valid and binding upon Tenant and Landlord, enforceable in accordance with its terms; (iv) Tenant has not done any of the following: (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing to its inability to pay its debts as they become due; or (f) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Amendment and ending on the date which is ninety-one (91) days thereafter; and (v), to Tenant’s knowledge, (a) there no uncured defaults on the part of Landlord, and (ivb) the individuals executing this Second Amendment on behalf Tenant has no claim, cause of Tenant have the full rightaction, legal power and actual authority to bind Tenant to the terms and conditions hereofoffset, set-off, deduction, counterclaim or other similar right against Landlord. Tenant further represents and warrants to Landlord that, that as of the date hereof, hereof there are no, and as of the New Premises Commencement Date, there shall be no, no mechanic’s liens or other liens encumbering all or any portion of the Existing Reduction Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 3.2 16 shall survive the termination of Tenant’s lease of the Existing Reduction Premises and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.

Representations of Tenant. (a) Tenant hereby represents and warrants to Landlord thatLandlord, with respect to as of the Existing Premisesdate of Tenant’s execution of this Seventh Amendment, the following: (i) Tenant has not heretofore and will not prior to the Original Expiration Date sublet the Existing Reduction Premises nor assigned assigned, transferred or conveyed all or any portion of its rights, title or interest in the Lease with respect thereto, nor shall any such transaction be in effect as of the New Premises Commencement Date, Lease; (ii) no other person, firm or entity has any right, title or interest in the Lease with respect to the Existing Premises, Lease; (iii) Tenant has the full right, legal power and actual authority to enter into this Second seventh Amendment and to terminate Tenant’s its lease of the Existing Reduction Premises without the consent of any person, firm or entity, and ; (iv) this Seventh Amendment is legal, valid and binding upon Tenant, enforceable in accordance with its terms; (v) Tenant has not done any of the individuals executing following: (A) made a general assignment for the benefit of creditors; (B) flied any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (C) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (D) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (E) admitted in writing to its inability to pay its debts as they become due; or (F) made an offer of settlement, extension or composition to its creditors generally; (vi) Tenant is not contemplating taking any of the actions referenced in the preceding (v) during the period of time commending on the date of this Second Seventh Amendment and ending on behalf the date which is ninety-one (91) days thereafter; and (vii) to Tenant’s actual knowledge, there are no uncured defaults on the part of Landlord and Tenant have the full righthas no claim, legal power and actual authority to bind Tenant to the terms and conditions hereofcause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord. Tenant further represents and warrants to Landlord that, that as of the date hereof, hereof there are no, and as of the New Premises Commencement Date, there shall be no, no mechanic’s liens or other liens encumbering all or any portion of the Existing Reduction Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 3.2 Paragraph 17 shall survive the termination of Tenant’s lease of the Existing Reduction Premises and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.

Representations of Tenant. (a) Tenant hereby represents and warrants to Landlord thatLandlord, with respect to as of the Existing Premisesdate of Tenant’s execution of this Eighth Amendment, the following: (i) Tenant has not heretofore and will not prior to the Original Expriation Date sublet the Existing Premises nor assigned assigned, transferred or conveyed all or any portion of its rights, title or interest in the Lease with respect thereto, nor shall any such transaction be in effect as of the New Premises Commencement Date, Lease; (ii) no other person, firm or entity has any right, title or interest in the Lease with respect to the Existing Premises, Lease; (iii) Tenant has the full right, legal power and actual authority to enter into this Second Eighth Amendment and to terminate Tenant’s lease of the Existing Premises without the consent of any person, firm or entity, and ; (iv) this Eighth Amendment is legal, valid and binding upon Tenant, enforceable in accordance with its terms; (v) Tenant has not done any of the individuals executing following: (A) made a general assignment for the benefit of creditors; (B) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (C) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (D) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (E) admitted in writing to its inability to pay its debts as they become due; or (F) made an offer of settlement, extension or composition to its creditors generally; (vi) Tenant is not contemplating taking any of the actions referenced in the preceding (v) during the period of time commencing on the date of this Second Eighth Amendment and ending on behalf the date which is ninety-one (91) days thereafter; and (vii) to Tenant’s actual knowledge, there are no uncured defaults on the part of Landlord and Tenant have the full righthas no claim, legal power and actual authority to bind Tenant to the terms and conditions hereofcause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord. Tenant further represents and warrants to Landlord that, that as of the date hereof, hereof there are no, and as of the New Premises Commencement Date, there shall be no, no mechanic’s liens or other liens encumbering all or any portion of the Existing Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 3.2 Paragraph 12 shall survive the termination of Tenant’s lease or earlier expiration of the Existing Premises Lease and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.