Sublessor Representations Clause Samples

Sublessor Representations. (a) Notwithstanding anything to the contrary contained in this Sublease (including, without limitation, the provisions of the Prime Lease incorporated herein by reference), Sublessor makes no representations or warranties whatsoever with respect to the Subleased Premises, this Sublease, Prime Lease or any other matter, either express or implied, except as otherwise expressly set forth in this Sublease, and except that Sublessor represents and warrants both as of the Effective Date and the Commencement Date as follows: (i) that it is the sole holder of the interest of the “Tenant” under the Prime Lease and holds good leasehold title to the Subleased Premises, (ii) that Sublessor has the legal power, right and authority to enter into this Sublease and the instruments referenced herein and to consummate the transactions contemplated hereby, and the individual(s) executing this Sublease and instruments referenced herein on behalf of Sublessor have the legal power, right and authority to bind Sublessor to the terms and conditions hereof and that the Sublease is enforceable in accordance with its terms and is in full force and effect, (iii) that the Prime Lease is in full force and effect, (iv) there currently are no defaults or events of default under the Prime Lease, and there are no events which, with the passage of time and/or the giving of notice, would constitute a default or event of default under the Prime Lease, (v) to the best of Sublessor’s knowledge, Prime Lessor is not in default under the Prime Lease, (vi) other than those that have been obtained and that are in full force and effect, the execution, delivery, and performance by Sublessor of this Sublease does not require the consent, waiver, approval, license, or authorization of, or any notice to or filing with, any person, entity, or governmental authority, except for the Consent, (vii) a true, accurate, and complete copy of the Prime Lease is attached hereto as Exhibit A, and there have been no modifications, amendments (including amendments to appendices) or changes to the Prime Lease except as set forth in Exhibit A, and the Prime Lease constitutes the entire agreement between Prime Lessor and Sublessor with regard to the Subleased Premises, (viii) Sublessor has no defenses, setoffs, or counterclaims to the payment of amounts due from Sublessor to Prime Lessor under the Prime Lease and no dispute currently exists under the Prime Lease, (ix) the execution and delivery of this Sublease will not ...

Sublessor Representations. Sublessor represents to Sublessee as follows: (a) The Base Lease is in full force and effect; (b) That as of the date of this Sublease there is no uncured default by either party under the Base Lease of which Sublessor has received notice.

Sublessor Representations. Sublessor warrants and represents that as of the date of this Sublease (a) it is a validly existing non-profit educational corporation under the laws of the Commonwealth of Massachusetts, (b) it has the authority to enter into and has duly executed this Agreement of Sublease, (c) the Main Lease is in full force and effect and has a term longer than the Term (as may be extended pursuant to Section 2.3 hereof) set forth herein, (d) the Main Lease contains the entire agreement between Landlord and Sublessor with respect to the Sublease Premises, (e) Sublessor is the holder of the tenant's interest under the Main Lease, (f) Sublessor is not in and has not received notice of default under the Main Lease and to the best of Sublessor's knowledge, Landlord is not in default under the Main Lease, (g) there are no other buildings or improvements on the Property (other than the Building), (h) there are no ground or underlying leases covering all or any portion of the Building or the Property (other than the Main Lease), (i) the Property has access to a public road, (j) applicable zoning allows the Permitted Uses hereunder (or Landlord will obtain prior to the Term Commencement Date necessary zoning relief for the same), (k) the execution, performance and delivery by Sublessor of this Agreement of Sublease is within the powers of Sublessor, (l) as of the execution of this Sublease Sublessor has not mortgaged, pledged or otherwise encumbered any interest in the Main Lease and Landlord has not mortgaged, pledged or otherwise encumbered any interest in the Lot and/or Building and (m) this Sublease is the legal, valid and binding obligation of Sublessor, enforceable against Sublessor in accordance with its terms, subject to bankruptcy, insolvency and other limitations on creditors' rights generally and to equitable principles. Sublessor further covenants and agrees that (a) it will not amend the Main Lease in a manner which is adverse to Sublessee and (b) it will comply with the terms of the Main Lease.

Sublessor Representations. Sublessor represents and warrants to Sublessee that: (i) the Master Lease is in full force and effect, and to Sublessor’s knowledge there exists under the Master Lease no default or event of default by either Master Lessor or Sublessor, nor, to Sublessor’s knowledge, has there occurred any event which, with the giving of notice or the passage of time or both, could constitute such a default or event of default, (ii) except as redacted, the copy of the Master Lease attached hereto is a true, correct and complete copy thereof, (iii) to Sublessor’s knowledge, there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Sublessor that could, in the aggregate, materially adversely affect the Subleased Premises or the Sublease.

Sublessor Representations. Sublessor represents that the Sublessor's ------------------------- sublease agreement with Lessor and the Master Lease are in full force and effect and that there are not defaults on Sublessor's part under either its sublease agreement or the Master Lease. Sublessor further represents that it is not aware of any default by Lessor under the Master Lease.