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, as the tenant under the Master Lease identified in Section 1.3 above, represents and warrants to Subtenant that: (a) Exhibit B to this Sublease is a full and complete copy of the Master Lease, as redacted, and has not been modified or amended except as included in Exhibit B; (b) the Master Lease, as of the Execution Date, is in full force and effect and constitutes the entire agreement of Master Landlord and Sublandlord relating to the lease of the Sublease Premises, and (c) to the current actual knowledge of Sublandlord (without duty of inquiry or investigation), there exists no event of default under the Master Lease and Sublandlord has not given or received an uncured notice of default under the Master Lease; (d) the person or persons executing this Sublease for Sublandlord are fully authorized to so act and no other action is required to bind Sublandlord to this Sublease; (e) Sublandlord has not previously assigned its rights under the Master Lease or sublet all or a portion of the Sublease Premises for any portion of the Sublease Term, other than to Subtenant, and (f) Sublandlord has the right and power to execute and deliver this Sublease and to perform its obligations hereunder, subject only to Master Landlord’s consent.
Sublandlord Representations. 19.1 Sublandlord warrants and represents that:
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 and the Additional Agreements represent 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
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 and the Additional Agreements represent 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) except as provided in the Additional Agreements, Sublandlord has 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 copies of and reviewed: Subordination, Acknowledgment of Lease Assignment, Nondisturbance and Attornment Agreement and Estoppel Certificate (Lease to Deed of Trust) between KeyBank National Association and Ariba, Inc., dated June 28, 2000; Letter from Jay Paul Company regarding Tenant Improvements dated September 11, 2000; Xxxordination, 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 Lexxx xxxween Moffett Park Drive LLC, as Lessor, and Ariba, Inc., as Lessee, dated Xxxxxxy 12, 2001; Tri-Party Agreement among Moffett Park Drive LLC, Ariba, Inc. and KeyBank National Association, xxxxx 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 Exhibits E-1, E- 2, E-3, E-4 and E-5).
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 expense incurred by Subtenant as a result of the inaccuracy of the foregoing representations.
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:
Sublandlord Representations. As of the Effective Date, Section 9(a)(vi) of the Sublease is hereby deleted in its entirety and replaced with the following:
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 represents and warrants to Subtenant as follows: (i) to Sublandlord’s actual knowledge, there are no other amendments or modifications to the Master Lease other than as attached hereto as Exhibit A which would materially and adversely affect Subtenant’s rights or obligations as set forth in this Sublease; and (ii) to Sublandlord’s actual knowledge, Sublandlord has not received a notice of default under the Master Lease from Master Landlord which remains uncured; and (iii) to Sublandlord’s actual knowledge, Sublandlord has not sent a notice of default under the Master Lease to Master Landlord that remains uncured. 3.
