Sublessor's 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) 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 any part thereof, or the ability of Sublessor to perform its obligations under this Sublease or the Master Lease and (iv) to Sublessor’s knowledge, Sublessor has not made any alterations to the Subleased Premises (excluding wiring and cabling) that could be required to be removed at the expiration of the term of the Master Lease other than the basketball court installed by Sublessor in the parking area, but only if and to the extent such removal is required by Master Lessor under the Second Amendment to Master Lease). As used herein, the phrase “to Sublessor’s knowledge” shall be deemed to refer to facts within the actual knowledge only of Xxxx Xxxxx, Sublessor’s Vice President, Finance, as of the date of this Sublease, and no others, without duty of inquiry whatsoever.
Sublessor's Representations. Sublessor represents to Sublessee, --------------------------- based on the present actual knowledge of Sublessor and its employees, that as of the date hereof:
Sublessor's Representations. 7.1 Sublessor represents and warrants to Agent and Cooperating Broker as follows:
Sublessor's Representations. In order to induce Sublessee to enter into this Sublease, Sublessor represents and warrants to Sublessee that: (a) the Lease comprises the entire understanding and agreement of Landlord and Sublessor with respect to the Premises, (b) neither Landlord nor Sublessor is in default under the Lease, and there exists no state of facts and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by either Landlord or Sublessor under the Lease, and (c) the Premises are in good condition and repair and Sublessor is not aware of the need to repair any part of the Premises.
Sublessor's Representations. Sublessor represents and warrants that it has full right and lawful authority to enter into this Sublease. Sublessor further represents and warrants that the Master Lease is in full force and effect, and that, to the best of its knowledge without a duty to investigate, neither Sublessor nor Master Lessor are in default in the performance of their respective obligations thereunder. So long as Sublessee pays all of the Rent due hereunder and performs all of Sublessee's other obligations hereunder, Sublessor shall do nothing to affect Sublessee's quiet and undisturbed possession and use of the Subleased Premises for the Term of this Sublease.
Sublessor's Representations. 13.1 Notwithstanding anything to the contrary contained in this Sublease, Sublessor represents and warrants to Sublessee, as of the Commencement Date, that (i) attached as Exhibit B is a true and correct copy of the entire Master Lease and all amendments thereto; (ii) that the Master Lease is in full force and effect and that there have been no modifications or amendments thereto other than as attached; (iii) no default exists on the part of any party to the Master Lease as of the Commencement Date; (iv) to the best of Sublessor’s knowledge, neither Sublessor nor its employees, agents, contractors or invitees have introduced to the Premises any asbestos, or any other hazardous materials or toxic substances, as defined in the Master Lease; and (v) the Premises do not violate any applicable statutes, building codes, regulations ordinances, or the Americans with Disabilities Act of 1990. Said warranties do not apply to the use to which Sublessee will put the Premises or to any Alterations or Utility Installations to be made by Sublessee, including Sublessee’s Tenant Improvements set forth in Exhibit D. Notwithstanding anything to the contrary contained in this Sublease, Sublessor further warrants to Sublessee that Sublessor shall deliver the Premises to Sublessee on the Commencement Date professionally cleaned and free of debris, and with the roof, air-conditioning and heating systems, electrical, plumbing, interior sprinklers, all doors and interior lighting in good working order. If a non-compliance with said warranty exists as of the Commencement Date, Sublessor shall promptly after receipt of written notice from Sublessee setting forth with specificity the nature and extent of such non-compliance, rectify same at Sublessor’s expense. If Sublessee does not give Sublessor written notice of non-compliance with this warranty within nine (9) months after the Commencement Date, correction of that non-compliance shall be the obligation of Sublessee at Sublessee’s sole cost and expense.
Sublessor's Representations. Sublessor represents that it has not received from or given to Master Lessor any notices of default under the Master Lease that have not been cured.
Sublessor's Representations. Sublessor hereby represents and warrants --------------------------- to Sublessee, to the best of Sublessor's knowledge, that: (i) the Master Lease is in full force and effect, and the copy of the Master Lease attached hereto is a true and correct copy thereof; and (ii) there are no claims or defenses or circumstances which, with the passage of time, would lead to claims or defenses by Master Lessor against Sublessor as Tenant under the Master Lease. Sublessor shall provide to Sublessee copies of any notices received from Master Lessor regarding the Master Lease, including, without limitation, notices of default.
Sublessor's Representations. Sublessor represents that (i) the Master Lease is in full force and effect in the form as set forth in Exhibit B attached hereto; and (ii) there exists no circumstance, condition, or act of default which would entitle or permit either the Master Lessor or the Sublessor to terminate the Master Lease. [The following page is the signature page.] Xxxxxxx Drive - Commercial Park West IN WITNESS WHEREOF, Sublessor and Sublessee have duly executed this Sublease effective as of the day and year first-above written. SUBLESSOR: SUBLESSEE: ADHEREX, INC. BIOSTRATUM, INC. By: /s/ Xxxxx X. Xxxxx, Xx. By: /s/ Xxxx X. Xxxxxx Name: Xxxxx X. Xxxxx, Xx. Name: Xxxx Xxxxxx, M.D. Title: Chief Financial Officer Title: Vice President and Chief Financial Officer Xxxxxxx Drive - Commercial Park West CONSENT OF MASTER LESSOR: (Master Lessor hereby agrees and consents to the sublease of the Premises to the Sublessee as provided in Paragraph 22 of the Lease and to the terms of Paragraph 23 of the Sublease.) Realmark-Commercial, LLC By: /s/ Xxxxxx X. Jewish Name: Xxxxxx X. Jewish Title: President Xxxxxxx Drive - Commercial Park West 3/28/2006 EXHIBIT A Description of Subleased Premises Xxxxxxx Drive - Commercial Park West 3/28/2006 EXHIBIT B Copy of Master Lease Xxxxxxx Drive - Commercial Park West 3/28/2006 EXHIBIT C
Sublessor's Representations. To the best of Sublessor's knowledge, Sublessor represents and warrants with respect to the Subleased Premises (i) that the document attached as Exhibit a to this Agreement is a true, correct and complete copy of the Master Lease, and that the Master Lease is in full force and effect, (ii) there is no default, or any condition which with the passage of time or the giving of notice, or both, would constitute a default, on the part of either party to the Master Lease, and (iii) Sublessor has not assigned, encumbered or otherwise transferred any interest of Tenant under the Master Lease. Sublessor shall perform all obligations of the Tenant under the Master Lease to the extent that Sublessee has not agreed to perform such obligations under 9 the Sublease and shall cooperate with Sublessee to obtain the consent of Master Lessor in a timely manner to any act which requires such consent and Sublessor shall not unreasonably withhold or delay consent to any such act.
