Common use of Representations and Warranties of Sublandlord Clause in Contracts

Representations and Warranties of Sublandlord. Sublandlord represents and warrants for the benefit of Subtenant that: (i) the copy of the Original Sublease attached hereto as Exhibit A is a true, correct and complete copy thereof (with certain financial provisions redacted); (ii) the copy of the Lease attached hereto as Exhibit B is a true, correct and complete copy thereof (with certain financial provisions redacted); (iii) there exist no amendments, modifications or other agreements (whether oral or written) affecting the Original Sublease or Lease except as attached hereto; (iv) to the best of Sublandlord’s knowledge, neither Sublandlord nor Original Sublandlord is in default under the Lease or Original Sublease nor is there any event, condition or circumstance existing which with notice or the passage of time or both could constitute a default under the Lease or Original Sublease; (iv) the Lease and Original Sublease are in full force and effect; (v) neither Sublandlord nor, to the best of Sublandlord’s knowledge, anyone claiming by, through or under Sublandlord, has caused any Hazardous Substances to be generated, placed, held, stored, used, located or disposed of at the Subleased Premises in violation of Section 39 of the Original Lease, and to Sublandlord’s actual knowledge, no Hazardous Substances are located on, about or under the Subleased Premises; (vi) Sublandlord has received no notice from Original Sublandlord or Landlord with respect to any default by Sublandlord under the Lease or Original Sublease remaining uncured as of the date hereof; and (vii) as of the date hereof, Sublandlord has received no written notice of any pending suit for claims against Sublandlord relating to any condition existing or event occurring in the Subleased Premises and Sublandlord has no knowledge of any such claims.

Representations and Warranties of Sublandlord. 12.1 All requisite action has been taken by Sublandlord represents and warrants all requisite consents required of Sublandlord have been obtained in connection with this Amendment (other than Master Landlord’s consent), the instruments and documents referenced herein, and the consummation of the transaction contemplated hereby, and no consent of any other party is required. 12.2 There has not been filed by or against Sublandlord a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of Subtenant that: (i) creditors, any petition seeking reorganization or arrangement under the copy bankruptcy laws of the Original Sublease attached hereto as Exhibit A is a true, correct and complete copy United States or any state thereof (or any other action brought pursuant to such bankruptcy laws with certain financial provisions redacted); (ii) the copy of the Lease attached hereto as Exhibit B is a true, correct and complete copy thereof (with certain financial provisions redacted); (iii) there exist no amendments, modifications or other agreements (whether oral or written) affecting the Original Sublease or Lease except as attached hereto; (iv) respect to the best of Sublandlord. 12.3 To Sublandlord’s knowledge, neither Sublandlord nor Original actual knowledge Sublandlord is not in default under the Lease or Original Sublease Master Lease, nor is there has any eventevent occurred which, condition or circumstance existing which with the giving of notice or the passage of time or both could both, would constitute a default under by Sublandlord thereunder. 12.4 The copy of the Master Lease or Original Sublease; (iv) attached to the Sublease as Exhibit B is a true and correct copy of the Master Lease. The Master Lease and Original Sublease are is in full force and effect; (v) neither Sublandlord nor, to the best of Sublandlord’s knowledge, anyone claiming by, through or under Sublandlord, effect and has caused any Hazardous Substances to be generated, placed, held, stored, used, located or disposed of at the Subleased Premises in violation of Section 39 of the Original Lease, and to not been amended. To Sublandlord’s actual knowledge, no Hazardous Substances are located on, about or Master Landlord is not in default under the Subleased Premises; (vi) Master Lease, nor has any event occurred which, with the giving of notice or the passage of time or both, would constitute a default thereunder. 12.5 Sublandlord has received no notice from Original Sublandlord or paid all rent due to Master Landlord with respect to any default by Sublandlord under the Master Lease or Original Sublease remaining uncured as through and including October 31, 2004. 12.6 Sublandlord is currently in possession of the date hereof; Expansion Premises, and (vii) as except for an assignment of the date hereofMaster Lease from Epicentric, Inc. to Sublandlord, Sublandlord has received no written notice of not previously sublet, assigned or encumbered the Expansion Premises or any pending suit for claims against Sublandlord relating to any condition existing or event occurring in the Subleased Premises and Sublandlord has no knowledge of any such claimsportion thereof.

Representations and Warranties of Sublandlord. The Sublandlord represents and warrants for to the benefit of Subtenant that: : a. The Sublet Premises are the same premises referred to in the Master Lease. b. The Master Lease is now in full force and effect and enforceable against the parties thereto and has the fixed expiration date of May 31, 2013. (i) Neither the copy Master Landlord nor the Sublandlord is now in default in performance of any of their respective obligations under the Original Sublease attached hereto as Exhibit A is a true, correct and complete copy thereof (with certain financial provisions redacted)Master Lease; (ii) the copy Sublandlord has not received any notice of the Lease attached hereto as Exhibit B is a truespecial assessment, correct default or claimed default from Master Landlord; and complete copy thereof (with certain financial provisions redacted); (iii) there exist no amendments, modifications or other agreements the Sublandlord shall not be in default of the Master Lease on the Commencement Date. (whether oral or writteni) affecting the Original Sublease or Lease except as attached hereto; (iv) to the best of Sublandlord’s knowledge, neither Sublandlord nor Original Sublandlord is in default the owner of the entire interest of Tenant under the Lease or Original Sublease nor is there any event, condition or circumstance existing which with notice or the passage of time or both could constitute a default under the Lease or Original Sublease; (iv) the Master Lease and Original Sublease are has not in full force and effect; (v) neither Sublandlord nor, any way encumbered such interest or granted any other party the right to possess the best of Sublandlord’s knowledge, anyone claiming by, through or under Sublandlord, has caused any Hazardous Substances to be generated, placed, held, stored, used, located or disposed of at the Subleased Premises in violation of Section 39 of the Original Lease, and to Sublandlord’s actual knowledge, no Hazardous Substances are located on, about or under the Subleased Sublet Premises; (vi) Sublandlord has received no notice from Original Sublandlord or Landlord with respect to any default by Sublandlord under the Lease or Original Sublease remaining uncured as of the date hereof; and (viiii) as the granting of the date hereofSublease to Subtenant will not violate any agreement or court order by which Sublandlord is bound. e. Sublandlord agrees that so long as Subtenant is not in default (beyond any applicable notice and cure period) under the Master Lease or this Sublease, the Sublandlord has received no written notice will timely pay the Fixed Rent to the Master Landlord and perform all of any pending suit for claims against Sublandlord relating to any condition existing or event occurring in its other obligations as required by the Subleased Premises and Sublandlord has no knowledge of any such claimsMaster Lease.

Representations and Warranties of Sublandlord. The Sublandlord represents and warrants for to the benefit of Subtenant that: : a. The Sublet Premises are the same premises referred to in the Master Lease. b. The Master Lease is now in full force and effect and has the Fixed Expiration Date of May 31, 2013. (i) Neither the copy Master Landlord nor the Sublandlord is now in default in performance of any of their respective obligations under the Original Sublease attached hereto as Exhibit A is a true, correct and complete copy thereof (with certain financial provisions redacted)Master Lease; (ii) the copy Sublandlord has not received any notice of the Lease attached hereto as Exhibit B is a truespecial assessment, correct default or claimed default from Master Landlord; and complete copy thereof (with certain financial provisions redacted); (iii) there exist no amendments, modifications the Sublandlord shall not be in default of the Master Lease on the Commencement Date. (i) Sublandlord is the owner of the entire interest of Tenant under the Master Lease and has not in any way encumbered such interest or granted any other agreements party the right to possess the Sublet Premises; and (whether oral ii) neither the granting of the Sublease nor the conveyance of the Transferred Furniture to Subtenant will violate any agreement or written) affecting the Original Sublease or Lease except as attached hereto; (iv) court order by which Sublandlord is bound. e. Sublandlord owns good and marketable title to the best Transferred Furniture (as defined hereinafter in Paragraph 14), free and clear of Sublandlord’s knowledgeall liens and encumbrances. f. Sublandlord agrees that the form of Master Landlord's Consent submitted by Sublandlord to Master Landlord shall contain the following language: Promptly after execution of the Sublease, neither Sublandlord nor Original Sublandlord is Master Landlord will provide Subtenant with a non-disturbance agreement in default under the Lease or Original Sublease nor is there any eventstandard form customarily employed by Master Landlord, condition or circumstance existing pursuant to which with notice or Master Landlord shall agree that the passage leasehold estate granted to Subtenant and the rights of time or both could constitute a default under the Lease or Original Sublease; (iv) the Lease and Original Sublease are in full force and effect; (v) neither Sublandlord nor, Subtenant pursuant to the best of Sublandlord’s knowledge, anyone claiming by, through or under Sublandlord, has caused any Hazardous Substances Sublease to be generated, placed, held, stored, used, located or disposed of at the Subleased Premises in violation of Section 39 quiet and peaceful possession of the Original LeaseSublet Premises shall not be terminated, and modified, affected or disturbed by an action which Master Landlord may take to Sublandlord’s actual knowledge, no Hazardous Substances are located on, about or under enforce its rights against the Subleased Premises; (vi) Sublandlord has received no notice from Original Sublandlord or Landlord with respect to any default by Sublandlord under the Master Lease. Such agreement shall remain in effect so long as Subtenant shall pay Rent, additional rent and other amounts payable by Subtenant under the Sublease, and for so long as Subtenant is not in default (beyond any applicable notice and cure period)under the Sublease. g. Sublandlord agrees that so long as Subtenant is not in default (beyond any applicable notice and cure period) under the Master Lease or Original Sublease remaining uncured this Sublease, the Sublandlord will: (i) timely pay the Fixed Rent and Additional Rent to the Landlord and perform all of its other obligations as of required by the date hereofMaster Lease; and (viiii) if requested by Subtenant, with Subtenant's full cooperation and at Subtenant's sole expense, take such reasonable actions as may be necessary to afford Subtenant access to the Sublet Premises and the benefit of the date hereof, Sublandlord has received no written notice of any pending suit for claims against Sublandlord relating services it is entitled to any condition existing or event occurring in from the Subleased Premises and Sublandlord has no knowledge of any such claimsLandlord under the Master Lease.