Common use of Sublandlord Representations Clause in Contracts

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 hereby represents and warrants to Subtenant that 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 Commencement Date, Sublandlord is the Tenant under the Master Lease and has the right to enter into this Sublease subject to obtaining that the Master Lease and the Additional Agreements represent the entire agreement between Sublandlord and Master Landlord Consent; with respect to the lease of the Premises, (ii) the Master Lease is in full force and effect effect, and has not been modified or amended; (iiiii) a true and complete copy of except as provided in 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 SublandlordAdditional Agreements, Sublandlord has neither not assigned, encumbered or otherwise transferred any interest in the Premises. The "Additional Agreements" shall mean the following agreements, all of which Subtenant acknowledges having received fromcopies of and reviewed: Subordination, nor sent toAcknowledgment of Lease Assignment, Master Landlord written notice Nondisturbance and Attornment Agreement and Estoppel Certificate (Lease to Deed of any default under the Trust) between KeyBank National Association and Ariba, Inc., dated June 28, 2000; Letter from Jay Paul Company regarding Tenant Improvements dated September 11, 2▇▇▇; ▇▇▇ordination, Acknowledgment of Lease Assignment, Nondisturbance and Attornment Agreement and Estoppel Certificate among Ariba, Inc., Bank of America and Moffett Park Drive LLC dated October 25, 2000; First Amendment to Le▇▇▇ ▇▇▇ween Moffett Park Drive LLC, as Lessor, and Ariba, Inc., as Lessee, dated ▇▇▇▇▇▇y 12, 2001; Tri-Party Agreement among Moffett Park Drive LLC, Ariba, Inc. and KeyBank National Association, ▇▇▇▇▇ February 14, 2001; and five (5) executed Memoranda of Commencement of Lease Term dated March __, 2001, March __, 2001, March 30, 2001, April 24, 2001, and April 24, 2001, respectively (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 Exhibits E-1, E- 2, E-3, E-4 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 LandlordE-5).

Sublandlord Representations. Sublandlord hereby represents and warrants to Subtenant that 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 Commencement Date, Sublandlord is the Tenant under the Master Lease and has the right to enter into this Sublease subject to obtaining that the Master Lease and the Additional Agreements represent the entire agreement between Sublandlord and Master Landlord Consent; with respect to the lease of the Premises, (ii) the Master Lease is in full force and effect and has not been modified or amended; effect, (iii) a true and complete copy of the Master Lease Sublandlord 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 not in default under the Master Lease which remains outstanding beyond any applicable notice and cure period, and (iv) except as provided in 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 ConsentAdditional Agreements, Sublandlord has not assigned, encumbered or otherwise transferred any interest in the legal powerPremises. The “Additional Agreements” shall mean the following agreements: five (5) executed Memoranda of Commencement of Lease Term dated March, rights 2001, March, 2001, March 30, 2001, April 24, 2001, and authority April 24, 2001, respectively (Master Lease Exhibits E-1, E-2, E-3, E-4 and E-5); the First Amendment to enter into this Amended and Restated Sublease between Ariba, Inc., and Interwoven, Inc. dated September 9, 2004; the Consent to consummate Sublease between Master Landlord, Sublandlord and Subtenant dated October 21, 2004; the transactions contemplated herebyRecognition Agreement between Master Landlord, Sublandlord and Subtenant dated October 21, 2004; the Subordination, Acknowledgment of Lease Assignment, Nondisturbance and Attornment Agreement and Estoppel Certificate (viiiLease to Deed of Trust) between Metropolitan Life Insurance Company (“Met Life”) and Sublandlord dated March 9, 2004; the individuals executing this Sublease on behalf Subordination, Acknowledgment of Lease Assignment, Nondisturbance and Attornment Agreement and Estoppel Certificate (Lease to Junior Deed of Trust) between Washington Real Estate Holdings, LLC and Sublandlord have dated March 9, 2004; the powerTri-Party Agreement between Met Life, right and authority to bind Sublandlord; (ix) subject to obtaining Master Landlord Consentand Sublandlord dated March 31, this Sublease will be valid and legally binding upon Sublandlord and enforceable in accordance with its terms2004; and (x) there has not been filed by or against Sublandlord a petition in bankruptcythe Tri-Party Agreement between Met Life, 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 and Sublandlord from Master Landlorddated October 21, 2004.

Sublandlord Representations. Sublandlord hereby represents and warrants to Subtenant that 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 Commencement Date, Sublandlord is the Tenant under the Master Lease and has the right to enter into this Sublease subject to obtaining that the Master Lease and the Additional Agreements represent the entire agreement between Sublandlord and Master Landlord Consent; with respect to the lease of the Premises, (ii) the Master Lease is in full force and effect and has not been modified or amended; effect, (iii) a true and complete copy of the Master Lease Sublandlord 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 not in default under the Master Lease which remains outstanding beyond any applicable notice and cure period, and (iv) except as provided in 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 ConsentAdditional Agreements, Sublandlord has not assigned, encumbered or otherwise transferred any interest in the legal powerPremises. The "Additional Agreements" shall mean the following agreements, rights all of which Subtenant acknowledges having received copies of and authority reviewed: Subordination, Acknowledgment of Lease Assignment, Nondisturbance and Attornment Agreement and Estoppel Certificate (Lease to enter into this Sublease Deed of Trust) between KeyBank National Association and Ariba, Inc., dated June 28, 2000; Subordination, Acknowledgment of Lease Assignment, Nondisturbance and Attornment Agreement and Estoppel Certificate (Lease to consummate the transactions contemplated herebyJunior Deed of Trust) between Lehman Ali, Inc. and Ariba, Inc. dated July 13, 2000; (viii) the individuals executing this Sublease on behalf Letter from Ja▇ ▇▇▇▇ ▇▇▇pany regarding Tenant Improvements dated September 11, 2▇▇▇; ▇▇▇ordination, Acknowledgment of Sublandlord have the powerLease Assignment, right Nondisturbance and authority Attornment Agreement and Estoppel Certificate among Ariba, Inc., Bank of America and Moffett Park Drive LLC dated October 25, 2000; First Amendment to bind SublandlordLe▇▇▇ ▇▇▇ween Moffett Park Drive LLC, as Lessor, and Ariba, Inc., as Lessee, dated ▇▇▇▇▇▇y 12, 2001; (ix) subject to obtaining Master Landlord ConsentTri-Party Agreement between Ariba, this Sublease will be valid Inc. and legally binding upon Sublandlord KeyBank National Association, dated February 14, 2001; Subordination, Acknowledgment of Lease Assignment, Nondisturbance and enforceable in accordance with its termsAttornment Agreement and Estoppel Certificate between Lowe Northwest Investor Properties I, L.L.C., and Ariba, Inc., dated ▇▇▇il 30, 2002; and five (x5) there has not been filed by or against Sublandlord a petition in bankruptcyexecuted Memoranda of Commencement of Lease Term dated March __, voluntary or otherwise2001, any assignment for the benefit of creditorsMarch __, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States or any state thereof2001, or any other action brought pursuant to such bankruptcy laws with respect to Sublandlord. Sublandlord shall not voluntarily terminate the March 30, 2001, April 24, 2001, and April 24, 2001, respectively (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 takingExhibits E-1, given by Sublandlord to Master Landlord or received by Sublandlord from Master LandlordE-2, E-3, E-4 and E-5).