Common use of Tenant Representations Clause in Contracts

Tenant Representations. Tenant represents and warrants to Landlord that (a) Tenant is the current tenant under the Lease, (b) Tenant has not sublet, assigned, licensed, hypothecated, pledged, sold or otherwise transferred or conveyed any interest in the Lease or the Demised Premises to any other party, and no party other than Tenant has any tenancy interest whatsoever in the Lease or the Demised Premises (or any portion thereof), (c) no third party consent is required for the execution and performance of this Agreement by ▇▇▇▇▇▇, (d) to Tenant’s actual knowledge, on the effective date hereof, Landlord is not in default under the Lease and Tenant has no claims against Landlord, nor is Tenant entitled to any concession, rebate, allowance or free rent (except as set forth in this Agreement), (e) there is no leasehold mortgage affecting the Lease or the Demised Premises, (f) Tenant has the full right and authority to enter into this Agreement and the transactions contemplated herein and the person signing this Agreement and any other document or instrument contemplated hereby on behalf of Tenant is duly authorized to do so, (g) this Agreement and all other documents to be executed by Tenant in connection herewith are legal, valid, and binding obligations of Tenant and are enforceable against Tenant in accordance with their respective terms, and (h) to Tenant’s actual knowledge, there are no mechanic’s, materialmen’s or other liens created by Tenant or anyone claiming by, through or under Tenant affecting the Demised Premises or the land or improvements of which the Demised Premises are a part. Tenant acknowledges that Landlord is relying on the foregoing representations and warranties in entering into this Agreement and that such representations shall survive the termination of the Lease.

Tenant Representations. As a material inducement to Landlord entering into this Ninth Amendment, Tenant represents and warrants certifies to Landlord that as of the date hereof: (ai) Tenant is the current tenant under the Lease, (b) Tenant has not sublet, assigned, licensed, hypothecated, pledged, sold or otherwise transferred or conveyed any interest in the Lease or the Demised Premises to any other partyas modified hereby, and no party other than Tenant has any tenancy interest whatsoever in the Lease or the Demised Premises (or any portion thereof)together with that certain letter dated September 24, (c) no third party consent is required for the execution and performance of this Agreement by 2007 from ▇▇▇ ▇▇▇▇▇▇▇▇ to ▇▇▇▇ ▇▇▇▇▇▇▇▇, with the subject line “Response to Specific Security Questions — ▇▇▇▇▇▇ ▇▇▇▇▇ Corporate Center,” contains the entire agreement between the parties hereto relating to the Premises and that, except for that certain Amended and Restated Declaration of Covenants and Easements between the Landlord’s predecessor in title with respect to the Building and Tenant, as amended to date (dthe “Declaration”) there are no other agreements between the parties relating to the Premises, the Building or the Lease which are not contained or referred to herein or in the Lease, (ii) to the best of Tenant’s actual knowledge, on the effective date hereof, Landlord is not in default under (continuing beyond the Lease expiration of any applicable notice or grace periods) in any respect in any of the terms, covenants and conditions of the Lease; (iii) Tenant has no claims existing setoffs, counterclaims or defenses against Landlord, nor is Tenant entitled to any concession, rebate, allowance or free rent Landlord under the Lease; (except as set forth in this Agreement), (e) there is no leasehold mortgage affecting the Lease or the Demised Premises, (fiv) Tenant has not assigned or pledged its leasehold interest under the full right and authority Lease, or sublet or licensed or granted any other occupancy rights with respect to any or all of the Premises; (v) no consent or approval of any third party or parties is required in order for Tenant to enter into and be bound by this Agreement Ninth Amendment; and (vi) Tenant is not, and the transactions contemplated herein and performance by Tenant of its obligations hereunder shall not render Tenant, insolvent within the person signing this Agreement and meaning of the United States Bankruptcy Code, the Internal Revenue Code or any other document applicable law, code or instrument contemplated hereby on behalf of Tenant is duly authorized to do so, (g) this Agreement and all other documents to be executed by Tenant in connection herewith are legal, valid, and binding obligations of Tenant and are enforceable against Tenant in accordance with their respective terms, and (h) to Tenant’s actual knowledge, there are no mechanic’s, materialmen’s or other liens created by Tenant or anyone claiming by, through or under Tenant affecting the Demised Premises or the land or improvements of which the Demised Premises are a part. Tenant acknowledges that Landlord is relying on the foregoing representations and warranties in entering into this Agreement and that such representations shall survive the termination of the Leaseregulation.

Tenant Representations. Tenant represents and warrants to Landlord that (a) Tenant is the current tenant a corporation, duly formed, validly existing and in good standing under the Lease, (b) laws of the State of New York. Tenant has not sublet, assigned, licensed, hypothecated, pledged, sold or otherwise transferred or conveyed any interest in the Lease or the Demised Premises to any other party, and no party other than Tenant has any tenancy interest whatsoever in the Lease or the Demised Premises (or any portion thereof), (c) no third party consent is required for the execution and performance of this Agreement by ▇▇▇▇▇▇, (d) to Tenant’s actual knowledge, on the effective date hereof, Landlord is not in default under the Lease and Tenant has no claims against Landlord, nor is Tenant entitled to any concession, rebate, allowance or free rent (except as set forth in this Agreement), (e) there is no leasehold mortgage affecting the Lease or the Demised Premises, (f) Tenant has the full right all requisite power and authority to enter into own and operate its properties, to carry on its business as now conducted and proposed to be conducted, and to execute, deliver and perform this Agreement and the transactions contemplated herein and the person signing this Agreement Lease. Tenant and any other document Guarantor are now able to meet their respective debts as they mature, the fair market value of their respective assets exceeds their respective liabilities and no bankruptcy or insolvency proceedings are pending against or by or contemplated by the Landlord or any Guarantor. The Tenant and any Guarantor are, to the best of their knowledge, not in default, nor have either of them received any notice of any uncured default, under the terms of any instrument contemplated hereby on behalf evidencing or securing any indebtedness of the Tenant is duly authorized to do soor any Guarantor, (g) this Agreement respectively, and all other documents there has, to be executed best of their knowledge,. occurred not event, which, if uncured or uncorrected would constitute a default under any such instrument upon notice or lapse of time or both; provided, however, that with respect to the Guarantor any such default referred to herein shall not be a material default affecting the ability of the Guarantor to comply with its obligations under the Guaranty. All reports, statements and other data furnished by the Tenant and any Guarantor to the Landlord in connection herewith with the Lease are legaltrue, valid, correct and complete in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not misleading. This Lease and Guaranty are valid and binding obligations of Tenant and are enforceable against Tenant in accordance with their respective terms. (b) Tenant will at all times maintain, preserve and (h) to Tenant’s actual knowledgekeep in full force and effect its existence, there are no mechanic’sgood standing, materialmen’s or other liens created by Tenant or anyone claiming byfranchises, through or rights and privileges as an entity under Tenant affecting the Demised Premises or the land or improvements of which the Demised Premises are a part. Tenant acknowledges that Landlord is relying on the foregoing representations and warranties in entering into this Agreement and that such representations shall survive the termination laws of the LeaseState of New York and Mortgagor's right to lease and operate the Leased Premises and to transact business in New York.

Tenant Representations. 41.1. Tenant hereby represents and warrants to Landlord that that, on and as of the date hereof: (a) Tenant is the current tenant duly organized under the Lease, (b) Tenant has not sublet, assigned, licensed, hypothecated, pledged, sold or otherwise transferred or conveyed any interest in laws of the Lease or the Demised Premises to any other partyState of Delaware, and no party other than is validly existing and in good standing under the laws of the State of Delaware (and Tenant has shall, during the entire term of this Lease (including during any tenancy interest whatsoever in the Lease or the Demised Premises (or any portion thereofRenewal Term, if applicable), (c) no third party consent is required for the execution and performance of this Agreement by ▇▇▇▇▇▇, (d) to Tenant’s actual knowledge, on the effective date hereof, Landlord is not remain in default good standing under the Lease laws of the State of Delaware) and Tenant has no claims against Landlord, nor is Tenant entitled to any concession, rebate, allowance or free rent (except as set forth in this Agreement), (e) there is no leasehold mortgage affecting the Lease or the Demised Premises, (f) Tenant has the full right all requisite power and authority to enter into and perform its obligations under this Agreement Lease; (b) No governmental action is required to be taken, given or obtained by or from any governmental authority (foreign or domestic) and no filing, recording, publication or registration in any public office or any other place is necessary to authorize the execution, delivery and performance by Tenant of this Lease or for the legality, validity, binding effect or enforceability hereof; (c) The execution and delivery of this Lease by T▇▇▇▇▇ and the transactions contemplated herein and the person signing this Agreement and performance of its obligations hereunder will not contravene any other document applicable law, or any judgment or order applicable to or binding on it, or contravene or result in any breach of, or constitute any default under, its organizational documents or any indenture, mortgage, contract, agreement or instrument contemplated hereby on behalf to which Tenant is a party or by which any of its properties may be bound; (d) The execution, delivery and performance of this Lease by T▇▇▇▇▇ has been duly authorized by all necessary organizational and company action; and this Lease has been duly executed and delivered by Tenant and constitutes the legal, valid and binding obligation of Tenant is duly authorized to do so, (g) this Agreement and all other documents to be executed by Tenant in connection herewith are legal, valid, and binding obligations of Tenant and are enforceable against Tenant in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, liquidation or similar laws affecting creditors’ rights generally and by general principles of equity; and (he) to Tenant’s To the best of the actual knowledgeknowledge of the undersigned, there are is no mechanic’saction, materialmen’s suit or other liens created proceeding pending or, to the actual knowledge of Tenant, threatened against Tenant before or by Tenant any governmental authority (foreign or anyone claiming by, through domestic) that questions the validity or under Tenant affecting the Demised Premises enforceability of this Lease or the land or improvements of which the Demised Premises are a part. Tenant acknowledges that Landlord is relying would have an adverse effect on the foregoing representations and warranties in entering into this Agreement and that such representations shall survive the termination ability (financial or otherwise) of the LeaseTenant to perform its obligations hereunder.

Tenant Representations. As a material inducement to Landlord entering into this Fourth Amendment, Tenant represents and warrants certifies to Landlord that as of the date hereof: (ai) Tenant is the current tenant under the Lease, (b) Tenant has not sublet, assigned, licensed, hypothecated, pledged, sold or otherwise transferred or conveyed any interest in the Lease or the Demised Premises to any other partyas modified hereby, and no party other than Tenant has any tenancy interest whatsoever in the Lease or the Demised Premises (or any portion thereof)together with that certain letter dated September 24, (c) no third party consent is required for the execution and performance of this Agreement by 2007 from ▇▇▇ ▇▇▇▇▇▇▇▇ to ▇▇▇▇ ▇▇▇▇▇▇▇▇, with the subject line "Response to Specific Security Questions—▇▇▇▇▇▇ ▇▇▇▇▇ Corporate Center," contains the entire agreement between the parties hereto relating to the Premises and that, except for that certain Amended and Restated Declaration of Covenants and Easements between the Landlord's predecessor in title with respect to the Building and Tenant, as amended to date (dthe "Declaration") there are no other agreements between the parties relating to the Premises, the Building or the Lease which are not contained or referred to herein or in the Lease, (ii) to the best of Tenant’s actual 's knowledge, on the effective date hereof, Landlord is not in default under (continuing beyond the Lease expiration of any applicable notice or grace periods) in any respect in any of the terms, covenants and conditions of the Lease; (iii) Tenant has no claims existing setoffs, counterclaims or defenses against Landlord, nor is Tenant entitled to any concession, rebate, allowance or free rent Landlord under the Lease; (except as set forth in this Agreement), (e) there is no leasehold mortgage affecting the Lease or the Demised Premises, (fiv) Tenant has not assigned or pledged its leasehold interest under the full right and authority Lease, or sublet or licensed or granted any other occupancy rights with respect to any or all of the Premises; (v) no consent or approval of any third party or parties is required in order for Tenant to enter into and be bound by this Agreement Fourth Amendment; and (vi) Tenant is not, and the transactions contemplated herein and performance by Tenant of its obligations hereunder shall not render Tenant, insolvent within the person signing this Agreement and meaning of the United States Bankruptcy Code, the Internal Revenue Code or any other document applicable law, code or instrument contemplated hereby on behalf of Tenant is duly authorized to do so, (g) this Agreement and all other documents to be executed by Tenant in connection herewith are legal, valid, and binding obligations of Tenant and are enforceable against Tenant in accordance with their respective terms, and (h) to Tenant’s actual knowledge, there are no mechanic’s, materialmen’s or other liens created by Tenant or anyone claiming by, through or under Tenant affecting the Demised Premises or the land or improvements of which the Demised Premises are a part. Tenant acknowledges that Landlord is relying on the foregoing representations and warranties in entering into this Agreement and that such representations shall survive the termination of the Leaseregulation.

Tenant Representations. As a material inducement to Landlord entering into this Sixth Amendment, Tenant represents and warrants certifies to Landlord that as of the date hereof: (ai) Tenant is the current tenant under the Lease, (b) Tenant has not sublet, assigned, licensed, hypothecated, pledged, sold or otherwise transferred or conveyed any interest in the Lease or the Demised Premises to any other partyas modified hereby, and no party other than Tenant has any tenancy interest whatsoever in the Lease or the Demised Premises (or any portion thereof)together with that certain letter dated September 24, (c) no third party consent is required for the execution and performance of this Agreement by 2007 from ▇▇▇ ▇▇▇▇▇▇▇▇ to ▇▇▇▇ ▇▇▇▇▇▇▇▇, with the subject line “Response to Specific Security Questions – ▇▇▇▇▇▇ ▇▇▇▇▇ Corporate Center,” contains the entire agreement between the parties hereto relating to the Premises and that, except for that certain Amended and Restated Declaration of Covenants and Easements between the Landlord’s predecessor in title with respect to the Building and Tenant, as amended to date (dthe “Declaration”) there are no other agreements between the parties relating to the Premises, the Building or the Lease which are not contained or referred to herein or in the Lease, (ii) to the best of Tenant’s actual knowledge, on the effective date hereof, Landlord is not in default under (continuing beyond the Lease expiration of any applicable notice or grace periods) in any respect in any of the terms, covenants and conditions of the Lease; (iii) Tenant has no claims existing setoffs, counterclaims or defenses against Landlord, nor is Tenant entitled to any concession, rebate, allowance or free rent Landlord under the Lease; (except as set forth in this Agreement), (e) there is no leasehold mortgage affecting the Lease or the Demised Premises, (fiv) Tenant has not assigned or pledged its leasehold interest under the full right and authority Lease, or sublet or licensed or granted any other occupancy rights with respect to any or all of the Premises; (v) no consent or approval of any third party or parties is required in order for Tenant to enter into and be bound by this Agreement Sixth Amendment; and (vi) Tenant is not, and the transactions contemplated herein and performance by Tenant of its obligations hereunder shall not render Tenant, insolvent within the person signing this Agreement and meaning of the United States Bankruptcy Code, the Internal Revenue Code or any other document applicable law, code or instrument contemplated hereby on behalf of Tenant is duly authorized to do so, (g) this Agreement and all other documents to be executed by Tenant in connection herewith are legal, valid, and binding obligations of Tenant and are enforceable against Tenant in accordance with their respective terms, and (h) to Tenant’s actual knowledge, there are no mechanic’s, materialmen’s or other liens created by Tenant or anyone claiming by, through or under Tenant affecting the Demised Premises or the land or improvements of which the Demised Premises are a part. Tenant acknowledges that Landlord is relying on the foregoing representations and warranties in entering into this Agreement and that such representations shall survive the termination of the Leaseregulation.

Tenant Representations. Tenant represents and warrants to Landlord that covenants that: (ai) Tenant is the current tenant a duly organized and validly existing limited liability company under the Lease, laws of the State of Texas and has the power and authority to transact the business in which it is now engaged or proposed to engage; (bii) Tenant has not subletthe power and authority to execute, assigned, licensed, hypothecated, pledged, sold or otherwise transferred or conveyed any interest in the Lease or the Demised Premises to any other partydeliver, and no party carry out the terms and provisions of this Lease and all other than instruments to be executed and delivered by the Tenant has any tenancy interest whatsoever in connection with its obligations hereunder; (iii) the Lease or the Demised Premises (or any portion thereof)execution, (c) no third party consent is required for the execution delivery, and performance by Tenant of this Agreement Lease have been duly authorized by ▇▇▇▇▇▇all requisite action by Tenant, and this Lease is a valid and binding obligation of Tenant enforceable in accordance with its respective terms, except as may be affected by applicable bankruptcy or insolvency laws affecting creditors' rights generally; (div) to Tenant’s actual knowledge, on the effective date hereof, Landlord Tenant is not in default in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any evidence of indebtedness of Tenant or contained in any instrument under or pursuant to which any such evidence of indebtedness has been issued or made and delivered; (v) neither the Lease execution and Tenant has no claims against Landlorddelivery of this Lease, nor the consummation of the transactions herein contemplated, will conflict with or result in a breach of or default under (1) any terms, conditions or provisions of any agreement or instrument (A) to which Tenant is now a party or is otherwise bound, or (B) to which any of its properties or other assets is subject; (2) any order or decree of any court or governmental instrumentality; or (3) any arbitration award, franchise, or permit; and (vi) Tenant entitled is not a party to any concession, rebate, allowance litigation or free rent (except as set forth in this Agreement), (e) there is no leasehold mortgage affecting the Lease threatened litigation or the Demised Premises, (f) Tenant has the full right and authority otherwise bound by any agreement or instrument or subject to enter into this Agreement and the transactions contemplated herein and the person signing this Agreement and any other document restriction or instrument contemplated hereby on behalf of Tenant is duly authorized any judgment, order, writ, injunction, decree, award, rule or regulation which could reasonably be expected to do so, (g) materially and adversely affect the Tenant's ability to perform its obligations under this Agreement and all other documents to be executed by Tenant in connection herewith are legal, valid, and binding obligations of Tenant and are enforceable against Tenant in accordance with their respective terms, and (h) to Tenant’s actual knowledge, there are no mechanic’s, materialmen’s or other liens created by Tenant or anyone claiming by, through or under Tenant affecting the Demised Premises or the land or improvements of which the Demised Premises are a part. Tenant acknowledges that Landlord is relying on the foregoing representations and warranties in entering into this Agreement and that such representations shall survive the termination of the Lease.

Tenant Representations. As a material inducement to Landlord entering into this Tenth Amendment, Tenant represents and warrants certifies to Landlord that as of the date hereof: (ai) Tenant is the current tenant under the Lease, (b) Tenant has not sublet, assigned, licensed, hypothecated, pledged, sold or otherwise transferred or conveyed any interest in the Lease or the Demised Premises to any other partyas modified hereby, and no party other than Tenant has any tenancy interest whatsoever in the Lease or the Demised Premises (or any portion thereof)together with that certain letter dated September 24, (c) no third party consent is required for the execution and performance of this Agreement by 2007 from ▇▇▇ ▇▇▇▇▇▇▇▇ to ▇▇▇▇ ▇▇▇▇▇▇▇▇, with the subject line “Response to Specific Security Questions — ▇▇▇▇▇▇ ▇▇▇▇▇ Corporate Center,” contains the entire agreement between the parties hereto relating to the Premises and that, except for that certain Amended and Restated Declaration of Covenants and Easements between the Landlord’s predecessor in title with respect to the Building and Tenant, as amended to date (dthe “Declaration”) there are no other agreements between the parties relating to the Premises, the Building or the Lease which are not contained or referred to herein or in the Lease, (ii) to the best of Tenant’s actual knowledge, on the effective date hereof, Landlord is not in default under (continuing beyond the Lease expiration of any applicable notice or grace periods) in any respect in any of the terms, covenants and conditions of the Lease; (iii) Tenant has no claims existing setoffs, counterclaims or defenses against Landlord, nor is Tenant entitled to any concession, rebate, allowance or free rent Landlord under the Lease; (except as set forth in this Agreement), (e) there is no leasehold mortgage affecting the Lease or the Demised Premises, (fiv) Tenant has not assigned or pledged its leasehold interest under the full right and authority Lease, or sublet or licensed or granted any other occupancy rights with respect to any or all of the Premises; (v) no consent or approval of any third party or parties is required in order for Tenant to enter into and be bound by this Agreement Tenth Amendment; and (vi) Tenant is not, and the transactions contemplated herein and performance by Tenant of its obligations hereunder shall not render Tenant, insolvent within the person signing this Agreement and meaning of the United States Bankruptcy Code, the Internal Revenue Code or any other document applicable law, code or instrument contemplated hereby on behalf of Tenant is duly authorized to do so, (g) this Agreement and all other documents to be executed by Tenant in connection herewith are legal, valid, and binding obligations of Tenant and are enforceable against Tenant in accordance with their respective terms, and (h) to Tenant’s actual knowledge, there are no mechanic’s, materialmen’s or other liens created by Tenant or anyone claiming by, through or under Tenant affecting the Demised Premises or the land or improvements of which the Demised Premises are a part. Tenant acknowledges that Landlord is relying on the foregoing representations and warranties in entering into this Agreement and that such representations shall survive the termination of the Leaseregulation.

Tenant Representations. Tenant represents and warrants to Landlord and agrees that at all times during the term of this Lease and any extensions or renewals thereof, Tenant shall: (i) promptly comply at Tenant's sole cost and expense, (including any remediation of an Environmental Activity caused by Tenant) to the extent related to Tenant's actions, with all laws, orders, rules, regulations, or other requirements, as the same now exist or may hereafter be enacted, amended or promulgated, of any federal, municipal, state, county or other governmental or quasi-governmental authorities and/or any department or agency thereof relating to the manufacturing, processing, distributing, using, producing, treating, storing (above or below ground level), disposing or allowing to be present (the "Environmental Activity") of hazardous substances in or about the Premises (each, a "Law", and all of them, "Laws"). (ii) indemnify and hold Landlord, its agents and employees, harmless from any and all demands, claims, causes of action, penalties, liabilities, judgments, damages (including consequential damages) and expenses including, without limitation, court costs and reasonable attorneys' fees incurred by Landlord as a result of (a) Tenant is the current tenant under the LeaseTenant's failure or delay in properly complying with any Law, or (b) any adverse effect which results from the Environmental Activity, whether Tenant has not sublet, assigned, licensed, hypothecated, pledged, sold or otherwise transferred or conveyed any interest in the Lease or the Demised Premises to any other party, and no party other than Tenant has any tenancy interest whatsoever in the Lease or the Demised Premises (Tenants subtenants or any portion thereof)of their respective agents, (c) no third party employees, contractors or invitees, with or without Tenant's consent has caused, either intentionally or unintentionally, such Environmental Activity. If any action or proceeding is required for the execution and performance of this Agreement by ▇▇▇▇▇▇, (d) to Tenant’s actual knowledge, on the effective date hereof, Landlord is not in default under the Lease and Tenant has no claims brought against Landlord, nor its agents or employees by reason of any such claim, Tenant, upon notice from Landlord, will defend such claim at Tenant's expense with counsel reasonably satisfactory to Landlord. This indemnity obligation by Tenant of Landlord will survive the expiration or earlier termination of this Lease. (iii) in the event there is a release of any hazardous substance as a result of or in connection with any Environmental Activity by Tenant entitled or any of Tenant's subtenants or any of their respective agents, employees, contractors or invitees, which must be remediated under any Law, Tenant, at its sole cost and expense, shall perform the necessary remediation in accordance with a detailed plan of remediation which shall have been approved in advance in writing by Landlord. Landlord shall give notice to any concession, rebate, allowance Tenant within thirty (30) days after Landlord receives notice or free rent (except as obtains knowledge of the required remediation. The rights and obligations of Landlord and Tenant set forth in this Agreement), subparagraph (eiii) there is no leasehold mortgage affecting the Lease or the Demised Premises, (f) Tenant has the full right and authority to enter into this Agreement and the transactions contemplated herein and the person signing this Agreement and any other document or instrument contemplated hereby on behalf of Tenant is duly authorized to do so, (g) this Agreement and all other documents to be executed by Tenant in connection herewith are legal, valid, and binding obligations of Tenant and are enforceable against Tenant in accordance with their respective terms, and (h) to Tenant’s actual knowledge, there are no mechanic’s, materialmen’s or other liens created by Tenant or anyone claiming by, through or under Tenant affecting the Demised Premises or the land or improvements of which the Demised Premises are a part. Tenant acknowledges that Landlord is relying on the foregoing representations and warranties in entering into this Agreement and that such representations shall survive the expiration or earlier termination of the this Lease.