Sublandlord Representations Sample Clauses
The Sublandlord Representations clause sets out specific statements or assurances made by the sublandlord regarding the condition of the premises, their authority to sublease, and compliance with existing lease terms. Typically, this clause requires the sublandlord to confirm that they have the right to enter into the sublease, that the premises are in a certain condition, and that there are no undisclosed defaults or restrictions. By including these representations, the clause provides the subtenant with a level of assurance about the legitimacy and suitability of the sublease, helping to prevent disputes and misunderstandings about the sublandlord’s rights or the state of the property.
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Sublandlord Representations. (a) To the best of Sublandlord’s knowledge, Sublandlord represents and warrants to Subtenant as follows as of its date of execution of this Sublease:
(i) the Lease is in full force and effect in accordance with, and subject to, all of the terms, covenants, conditions and agreements contained therein;
(ii) Sublandlord has not received any notice of any default by Sublandlord under the Lease, or delivered any notice of default to Landlord, which default remains uncured, and Sublandlord has no knowledge of any event which, with the giving of notice or the passage of time, or both would constitute a default by Sublandlord under the Lease or a default by Landlord under the Lease;
(iii) Sublandlord holds the entire tenant’s interest in the Premises under the Lease, free and clear of any liens, claims, mortgages, charges or encumbrances, subleases and occupancies, other than this Sublease, the Lease and matters to which the tenancy of the Sublandlord, as the tenant under the Lease, is or may be subordinate;
(iv) Sublandlord is not (A) on any list of specially designated nationals and blocked persons subject to financial sanctions, trade embargos, economic sanctions, or other prohibitions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control (“OFAC”) or any other similar list maintained by OFAC, (B) acting, directly or indirectly, for or on behalf of any person, group, entity or nation on any such list or any other person, group, entity, nation or transaction banned or blocked pursuant to any law, order, rule or regulation that is enforced or administered by OFAC and (C) not entering into this Sublease or otherwise engaging in the transactions contemplated in this Sublease directly or indirectly on behalf of, or instigating or facilitating this Sublease or this transaction, directly or indirectly on behalf of, any such person, group, entity or nation;
(v) The Lease attached hereto as Exhibit D is a true, complete, and correct copy of the Lease, including all amendments thereto;
(vi) As of the Suite 300 Commencement Date or Lower Level Commencement Date, as applicable, to Sublandlord’s knowledge, Sublandlord has not received notice of any violation of any Laws applicable to the Premises; and
(vii) As of the date Sublandlord was indirectly acquired by Conagra Brands, Inc., to Sublandlord’s knowledge, Sublandlord has not received any notice of any violation of any Laws in connection with Hazardous Substances applicable to the Premises.
Sublandlord Representations. 19.1 Sublandlord warrants and represents that:
19.1.1 The ▇▇▇▇▇▇▇▇▇ is in full force and effect;
19.1.2 Sublandlord will not cause to be done or permit any act or thing to be done which will cause an Event of Default (as such term is defined in the ▇▇▇▇▇▇▇▇▇) of any of the terms, covenants and conditions of the ▇▇▇▇▇▇▇▇▇ on its part to observe and perform; and
19.1.3 Sublandlord shall not modify or amend the ▇▇▇▇▇▇▇▇▇ in any way which would increase the obligations of Subtenant under the Sublease or adversely affect Subtenant’s subleasehold interest created under this Sublease (other than to a de minimis extent in connection with a ministerial or administrative matter) without Subtenant’s consent, which consent shall not be unreasonably withheld, delayed or conditioned.
Sublandlord Representations. Sublandlord represents and warrants to Subtenant that (i) as of the Commencement Date, Sublandlord is the tenant under the Master Lease and has the right to enter into this Sublease subject to obtaining the Master Landlord Consent; (ii) the Master Lease is in full force and effect and has not been modified or amended; (iii) a true and complete copy of the Master Lease is attached hereto as Exhibit A and there exist no other agreements between Master Landlord and Sublandlord governing the use or occupancy of the Subleased Premises; (iv) as of the Effective Date, neither Sublandlord or, to Sublandlord’s knowledge, Master Landlord are in default under the Master Lease beyond the expiration of the DMEAST #35029637 v105
Sublandlord Representations. Sublandlord represents and warrants to Subtenant that (i) as of the Commencement Date, Sublandlord is the Tenant under the Master Lease and has the right to enter into this Sublease subject to obtaining the Master Landlord Consent; (ii) the Master Lease is in force and effect and has not been modified or amended; (iii) a true and complete copy of the Master Lease is attached hereto as Exhibit A and there exist no other agreements between Master Landlord and Sublandlord governing the use or occupancy of the Sublease Premises; (iv) to the actual knowledge of Sublandlord, Sublandlord has neither received from, nor sent to, Master Landlord written notice of any default under the Master Lease which remains outstanding beyond the expiration of the applicable grace period set forth therein; (v) there are no subleases entered into by Sublandlord which are currently in effect and which affect the use and occupancy of the Sublease Premises; (vi) Sublandlord is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware; (vii) subject to obtaining Master Landlord Consent, Sublandlord has the legal power, rights and authority to enter into this Sublease and to consummate the transactions contemplated hereby; (viii) the individuals executing this Sublease on behalf of Sublandlord have the power, right and authority to bind Sublandlord; (ix) subject to obtaining Master Landlord Consent, this Sublease will be valid and legally binding upon Sublandlord and enforceable in accordance with its terms; and (x) there has not been filed by or against Sublandlord a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States or any state thereof, or any other action brought pursuant to such bankruptcy laws with respect to Sublandlord. Sublandlord shall not voluntarily terminate the Master Lease as it applies to the Sublease Premises during the Term except as otherwise expressly provided herein. Sublandlord shall promptly deliver to Subtenant a copy of any notice of default or termination or any notice relating to any casualty or taking, given by Sublandlord to Master Landlord or received by Sublandlord from Master Landlord.
Sublandlord Representations. Sublandlord represents to Assignee that (i) the Prime Lease is in full force and effect, and has not been further amended; (ii) the Sublease is in full force and effect, and has not been amended; (iii) to Sublandlord’s best knowledge, no default exists on the part of Sublandlord under the Prime Lease or the Sublease, nor, except as provided below, does there exist any event which, with the giving of notice or passage of time or both, could constitute such a default or event of default, (iv) to Sublandlord’s best knowledge, there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Sublandlord which could, in the aggregate, adversely affect the Sublease Premises or the ability of Sublandlord to perform its obligations under the Sublease, and Sublandlord is not aware of any facts which might result in any actions, suits or proceedings, and (v) except for the past due amounts described in Section 3 above, to Sublandlord’s best knowledge no default exists on the part of Subtenant under the Sublease, nor does there exist any event which, with the giving of notice or passage of time or both, could constitute such a default. Approximately three years ago, Original Prime Landlord claimed that Sublandlord is obligated to include in the premises covered by the Prime Lease certain ground floor retail space in the Building. Sublandlord disputed such claim, but is currently paying rent thereon with a reservation of rights.
Sublandlord Representations. Sublandlord hereby represents and warrants that, at the time of Sublandlord's execution of this Sublease, (i) the document attached as Exhibit A to this Sublease is a complete copy of the Master Lease and that the Master Lease represents the entire agreement between Sublandlord and Master Landlord with respect to the lease of the Premises, (ii) the Master Lease is in full force and effect, and (ii) Sublandlord has not assigned, encumbered or otherwise transferred any interest in the Premises.
Sublandlord Representations. Sublandlord represents and warrants, to Sublandlord’s actual knowledge (without duty of investigation or inquiry), that: (i) it is the holder of the interest of the “Tenant” under the Master Lease and said interest is not the subject of any lien, assignment, sublease, or other hypothecation or pledge by Sublandlord; (ii) the Master Lease is in full force and effect unmodified, except as set forth above, and constitutes the entire agreement between the Master Landlord and Sublandlord in respect of the Subleased Premises; (iii) no notices of default have been served on Sublandlord under the Master Lease which have not been cured; (iv) neither Sublandlord nor Master Landlord is in default under the Master Lease; (v) there are no financing statements outstanding with respect to the Subleased Premises or any fixtures therein or improvements or alterations thereto under which Sublandlord is the debtor; (vi) there are no Hazardous Materials in, on or about the Subleased Premises (other than those materials customarily used in the business or activity expressly permitted to be undertaken in the Subleased Premises under Section 1.9 of the Master Lease); (vii) there are currently no uncured violations of any federal, state or local laws, regulations, codes, executive orders, guidelines or requirements affecting the Subleased Premises.
Sublandlord Representations. Sublandlord represents to Subtenant that, to the best of Sublandlord’s knowledge, (i) the Building complies with M.G.L. c 21E, (ii) the Building and the Land are free from asbestos and other hazardous environmental materials and (iii) there are no current indoor air quality issues with respect to the Building. Sublandlord agrees to indemnify and hold Subtenant harmless against any loss, cost or expensive incurred by Subtenant as a result of the inaccuracy of the foregoing representations.
Sublandlord Representations. Sublandlord hereby represents and warrants to Subtenant that (i) the Master Lease attached hereto as Attachment A has been executed and delivered by Master Landlord and Sublandlord, is in full force and effect and has not been terminated, and constitutes the entire agreement of the parties thereto relating to the lease of the Premises (ii) no default or breach by Sublandlord or, to the best of Sublandlord's knowledge, by Master Landlord, exists under the Master Lease, (iii) no event has occurred that, with the passage of time, the giving of notice, or both, would constitute a default or breach by Sublandlord or, to the best of Sublandlord's knowledge, by Master Landlord under the Master Lease, and (iv) subject to receipt of Master Landlord's written consent hereto, Sublandlord has the right and power to execute and deliver this Sublease and to perform its obligations hereunder. SUBLANDLORD: SUBTENANT: GUIDANT CORPORATION/CPI CYPRESS BIOSCIENCE By: By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------ ----------------------------- Signature: /s/[ILLEGIBLE] Signature: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------ ----------------------------- Title: VP Finance Title: Vice President, Operations ------------------------ -----------------------------
Sublandlord Representations. 45 30.4. Modification..................................................................... 45 30.5. Consent To This Sublease......................................................... 45 30.6.