Common use of Tenant’s Representations Clause in Contracts

Tenant’s Representations. As an inducement to Landlord to enter into this Lease Agreement, Tenant hereby represents and warrants to Landlord, as of the Effective Date, as follows: (a) Tenant is a Texas not-for-profit corporation, duly organized and validly existing under the laws of the State of Texas, with all necessary power and authority to enter into this Lease Agreement and to consummate the transactions herein contemplated. Tenant is qualified to do business in Texas; (b) Neither the execution and delivery of this Lease Agreement by Tenant nor the performance by Tenant of its obligations hereunder will (i) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge, or other restriction of any Governmental Authority, or court to which Tenant is subject or any provision of the articles of incorporation or by-laws of Tenant or (ii) conflict with, result in a breach, of constitute default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest, or other agreement to which Tenant is a party or by which Tenant or its assets are bound; (c) All proceedings required to be taken by or on behalf of Tenant authorize Tenant to execute and deliver this Lease Agreement and to perform the covenants, obligations and agreements of Tenant hereunder have been duly taken. No consent to the execution and delivery of this Lease Agreement by Tenant or the performance by Tenant of its covenants, obligations and agreements hereunder is required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority or other person, other than any such consent which already has been given; (d) This Lease Agreement constitutes the valid and legally binding obligation Tenant, enforceable in accordance with its terms and conditions, except as such enforcement maybe limited by bankruptcy,· insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect, affecting the enforcement of creditors' rights generally and by general principles of equity whether applied in a proceeding at law or in equity; and (e) To Tenant's actual knowledge, there is no action, suit, claim, proceeding or investigation pending or currently threatened against Tenant that questions the validity of this Lease Agreement, the transactions contemplated herein or that could either individually or in the aggregate have a material adverse effect on the assets, conditions, affairs or prospects of Tenant, financially or otherwise.

Tenant’s Representations. As In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Lease AgreementLease, Tenant hereby represents and warrants to Landlord, as of the Effective Date, Landlord as follows: (a) Tenant is a Texas not-for-profit corporation, limited liability company duly organized and validly existing and in good standing under the laws of the State of Texas, with Georgia. Tenant has all necessary requisite power and authority under the laws of the State of Georgia and its charter documents to enter into and perform its obligations under this Lease Agreement and to consummate the transactions herein contemplatedcontemplated hereby. Tenant is qualified duly authorized to do transact business in Texas;any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Lease, and upon the execution and delivery of any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Neither the execution and delivery of this Lease Agreement by Tenant nor or the performance by Tenant compliance with the terms and provisions hereof, will result in any breach of its obligations hereunder will (i) violate any statutethe terms, regulation, rule, judgment, order, decree, stipulation, injunction, chargeconditions or provisions of, or other restriction conflict with or constitute a default under, or result in the creation of any Governmental Authoritylien, charges or court encumbrance upon any property or assets of Tenant pursuant to the terms of any other indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or other instrument to which Tenant is subject or any provision of the articles of incorporation or by-laws of Tenant or (ii) conflict with, result in a breach, of constitute default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest, or other agreement to which Tenant is may be a party or by which it or any of its properties may be bound, or violate any provisions of law, or any applicable order, writ, injunction, judgement or decree of any court, or any order or other public regulation of any governmental commission, bureau or administrative agency. (d) There are no judgements presently outstanding and unsatisfied against Tenant or any of its assets properties, and neither Tenant nor any of its properties are bound;involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (ce) All proceedings required To the knowledge of Tenant, neither this Lease nor any other document, certificate or statement furnished to be taken Landlord by or on behalf of Tenant authorize in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant to execute there is no fact or condition which materially and deliver adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Lease or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby. (f) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Premises and the Improvements therein are adequately furnished and contain adequate FF&E and inventory consistent with the amount of FF&E and inventory which is customarily maintained in a hotel of the type and character of the Premises as otherwise required to operate the Premises in a manner contemplated by this Lease and in compliance with the Franchise Agreement and to perform the covenants, obligations and agreements of Tenant hereunder have been duly takenall legal requirements. No consent In addition to the execution foregoing, Tenant shall provide and delivery maintain throughout the Term, all Tenant's Personal Property as shall be necessary in order to operate the Premises in compliance with applicable legal requirements and insurance requirements and otherwise in accordance with customarily practice in the industry for the Permitted Use. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Premises which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Lease Agreement and any assumption of management or operation of the Premises by Landlord or its designee. (g) Tenant shall deliver to Landlord within thirty (30) days after receipt of or after modification thereof, copies of all licenses authorizing Tenant and/or manager to operate the Premises for its Permitted Use. (h) Tenant shall give prompt notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which tenant has notice or actual knowledge and which involves a potential uninsured liability equal to or greater than $100,000.00 or which, in Tenant's reasonable opinion, may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or conditions, financial or otherwise, of Tenant. (i) During the Term of this Lease, except as approved in writing by Landlord, and except for those nights when all rooms in the Premises are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, divert or attempt to divert any business or customer of the Premises to any 50 competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the good will associate with the Landlord or the performance by Tenant of its covenants, obligations and agreements hereunder is required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority or other person, other than any such consent which already has been given;Premises. (dj) This Lease Agreement constitutes the valid and legally binding obligation Tenant acknowledges that Tenant, enforceable 's failure or repeated delays in making prompt payment in accordance with its the terms and conditionsof any agreement, except as such enforcement maybe limited by bankruptcy,· insolvencyleases, reorganizationinvoices or statements for purchase or lease of furniture, moratorium fixtures, equipment, inventories, supplies, travel agent services or other similar laws presently goods or hereafter services will be detrimental to the reputation of Landlord and Tenant. Accordingly, Tenant agrees that Tenant shall pay when due all undisputed amounts owed by Tenant in effect, affecting connection with the enforcement operation of creditors' rights generally and by general principles of equity whether applied in a proceeding at law or in equity; andthe Premises. (ek) To All employees of Tenant are solely employees of Tenant and not Landlord. Tenant is not Landlord's agent for any purpose in regard to Tenant's actual knowledgeemployees or otherwise. Further, there Tenant expressly acknowledges and agrees that Landlord does exercise any direction or control over the employment policies or employment decisions of Tenant. (l) Tenant shall submit to Landlord within ninety (90) days after the end of each calendar year during the Term of this Lease, a list of all members of the Tenant (being a limited liability company), and the respective interests in Tenant held by each of such members as of the end of each calendar year. If Tenant is no actiona corporation, suitor if any member of Tenant is a corporation, claimTenant shall submit to Landlord within ninety (90) days after the end of each calendar year during the Term of this Lease, proceeding a list of all shareholders and the respective interests of Tenant (or investigation pending or currently threatened against such corporate member) held by each of such shareholders as of the end of each calendar year. In addition, if Tenant that questions is a partnership, Tenant shall submit to Landlord within ninety (90) days after the validity end of each calendar year during the Term of this Lease Agreement, a list of all partners and the transactions contemplated herein or that could either individually or respect interests in Tenant held by each partner as of the aggregate have a material adverse effect on the assets, conditions, affairs or prospects end of Tenant, financially or otherwiseeach calendar year.

Tenant’s Representations. As an inducement to Landlord to enter into this Lease Agreement, Tenant hereby represents and warrants to Landlord, as of the Effective Date, as follows: (a) Tenant is a Texas not-for-profit corporation, duly organized and validly existing under the laws of the State of Texas, with all necessary power and authority to enter into this Lease Agreement and to consummate the transactions herein contemplated. Tenant is qualified to do business in Texas;. (b) Neither the execution and delivery of this Lease Agreement by Tenant nor the performance by Tenant of its obligations hereunder will (i) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge, or other restriction of any Governmental Authority, or court to which Tenant is subject or any provision of the articles of incorporation or by-laws of Tenant or (ii) conflict with, result in a breachbreach of, of constitute default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or cancelor require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest, or other agreement to which Tenant is a party or by which Tenant or its assets are bound;. (c) All proceedings required to be taken by or on behalf of Tenant authorize Tenant to execute and deliver this Lease Agreement and to perform the covenants, obligations and agreements of Tenant hereunder have been duly taken. No consent to the execution and delivery of this Lease Agreement by Tenant or the performance by Tenant of its covenants, obligations and agreements hereunder is required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority or other person, other than any such consent which already has been given;. (d) This Lease Agreement constitutes the valid and legally binding obligation Tenant, enforceable in accordance with its terms and conditions, except as such enforcement maybe limited by bankruptcy,· , insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect, affecting the enforcement of creditors' ’ rights generally and by general principles of equity whether applied in a proceeding at law or in equity; and . (e) To Tenant's ’s actual knowledge, there is no action, suit, claim, proceeding or investigation pending or currently threatened against Tenant that questions the validity of this Lease Agreement, the transactions contemplated herein or that could either individually or in the aggregate have a material adverse effect on the assets, conditions, affairs or prospects of Tenant, financially or otherwise.