Common use of Sublessor Representations Clause in Contracts

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 warrants and represents that as of the date of this Sublease (a) it Sublessor represents and warrants that the Lease annexed hereto as Exhibit D and made a part hereof is a validly existing non-profit educational corporation under the laws true, correct and complete copy of the Commonwealth of Massachusetts, Lease. Sublessor represents and warrants that (b) it has the authority to enter into and has duly executed this Agreement of Sublease, (ci) 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 hereineffect, (dii) upon execution of the Main Landlord Consent Agreement, Sublessor shall have performed all of the obligations on its part to be performed under the Lease contains through the entire agreement between Landlord and Sublessor with respect to the Sublease PremisesCommencement Date, (eiii) neither Landlord nor 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 ’s knowledge), and (iv) Sublessor has neither given nor received notice of default which remains uncured as of the Commencement Date. To the best of Sublessor’s knowledge, Landlord is Sublessor has received no notices of violations of law with respect to the Subleased Premises. (b) Sublessor shall comply with the provisions of the Lease, and shall not do anything which would result in a default under the Main Lease, (g) there are no other buildings including the failure to pay fixed annual rent or improvements on additional rent thereunder; provided, however, for the Property (other than avoidance of doubt, the BuildingParties acknowledge and agree that Sublessor shall not have any liability under this Section 17.11(b), nor be deemed to have permitted anything to be done that results in a default under the Lease, with respect to any actions or omissions by Sublessee or Sublessee’s employees, officers, agents, contractors, consultants, subtenants, or invitees. Within two (h2) there are no ground or underlying leases covering all or business days following the delivery of any portion default notice to Landlord and/or the receipt of the Building or the Property any default notice from Landlord, Sublessor shall deliver copies thereof to Tenant. (other than the Main Lease), (ic) 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 shall not amend the Main Lease in a manner which that is adverse to Sublessee Tenant’s rights and obligations under this Agreement in any material respect, without Tenant’s prior written consent, which may be granted or withheld in Tenant’s sole discretion. (bd) it will comply If pursuant to the Lease, Sublessor has the right to terminate the Lease, Sublessor shall notify Tenant of such right and the date by which such right must be exercised, if at all. Except as otherwise expressly set forth in this Agreement, provided that Tenant is not in Default, Sublessor shall not elect to terminate the Lease during the Term of this Agreement, unless Tenant elects in writing to have Sublessor make such election, the Parties agreeing that such decision shall belong solely to Tenant in its sole discretion to the extent that Tenant is not in Default. (e) Notwithstanding anything to the contrary contained in this Agreement, Sublessor shall have the right to terminate the Lease, in Sublessor’s sole and absolute discretion, and without needing Tenant’s approval, if in conjunction with such termination, Landlord recognizes Tenant and Tenant’s right to use and occupy the Subleased Premises on the executory terms of this Agreement and the applicable terms of the Main LeaseLandlord Consent Agreement as a direct agreement between Landlord and Tenant.