ITS OBLIGATIONS HEREUNDER.
23.15
ATTORNEYS' FEES.
IF ANY LAWSUIT OR ARBITRATION OR OTHER LEGAL
PROCEEDING ARISES IN CONNECTION WITH THE INTERPRETATION OR ENFORCEMENT OF THIS
AGREEMENT, THE PREVAILING PARTY THEREIN SHALL BE ENTITLED TO RECEIVE FROM THE
OTHER PARTY THE PREVAILING PARTY'S COSTS AND EXPENSES, INCLUDING REASONABLE
ATTORNEYS' FEES INCURRED IN CONNECTION THEREWITH, IN PREPARATION THEREFOR AND ON
APPEAL THEREFROM, WHICH AMOUNTS SHALL BE INCLUDED IN ANY JUDGMENT THEREIN.
23.16
PROPERTY SPECIFIC REPRESENTATIONS AND WARRANTIES.
TENANT REPRESENTS
AND WARRANTS TO LANDLORD THAT, WITH RESPECT TO THE PROPERTY LOCATED IN OVERLAND
PARK, KANSAS, AS OF OCTOBER 25, 2002, AND, WITH RESPECT TO THE PROPERTY LOCATED
IN ELLICOTT CITY, MARYLAND, AS OF THE DATE HEREOF:
(A)
ALL (IF ANY) LEASES, SUBLEASES, LICENSES, CONCESSIONS, AND SIMILAR
AGREEMENTS GRANTING AN INTEREST TO ANY OTHER PERSON OR ENTITY FOR THE USE AND
OCCUPANCY OF ANY PORTION OF THE SUCH PROPERTY, AND ALL (IF ANY) AGREEMENTS IN
PLACE WHEREBY RESIDENTS ARE IN OCCUPANCY AT SUCH PROPERTY, ARE LEGAL, VALID,
BINDING, ENFORCEABLE AND IN FULL FORCE AND EFFECT, AND TO THE BEST OF TENANT'S
KNOWLEDGE, NO PARTY IS IN BREACH OR DEFAULT, AND NO EVENT HAS OCCURRED WHICH
WITH NOTICE OR LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE A BREACH OF DEFAULT, OR
PERMIT TERMINATION, MODIFICATION, OR ACCELERATION UNDER SUCH AGREEMENTS, AND NO
PARTY HAS REPUDIATED ANY PROVISION OF SUCH AGREEMENTS;
(B)
TENANT HAS NOT RECEIVED WRITTEN NOTICE OF ANY PENDING OR
THREATENED CONDEMNATION ACTIONS WITH RESPECT TO SUCH PROPERTY OR ANY PART
THEREOF;
(C)
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING AGAINST SUCH
PROPERTY IN ANY COURT OF LAW, OR IN EQUITY OR BEFORE ANY COURT, ADMINISTRATIVE
AGENCY, COMMISSION OR OTHER PUBLIC GOVERNMENTAL AUTHORITY;
(D)
TO TENANT'S KNOWLEDGE, EACH PROPERTY IS DULY LICENSED AND
CURRENTLY COMPLIES WITH LICENSING UNDER APPLICABLE STATE AND LOCAL LAWS TO
OPERATE SUCH PROPERTY IN THE MANNER THAT IT IS PRESENTLY BEING OPERATED, AND
TENANT HAS NOT RECEIVED ANY NOTICES OF VIOLATIONS OF ANY LAWS OR REGULATIONS,
OTHER THAN THOSE VIOLATIONS OF LAW, RULES, REGULATIONS, ORDINANCES, ORDERS OR
REQUIREMENTS NOTED IN OR ISSUED BY ANY FEDERAL, STATE, COUNTY, MUNICIPAL OR
OTHER DEPARTMENT OR GOVERNMENTAL AGENCY HAVING JURISDICTION AGAINST OR AFFECTING
EITHER PROPERTY WHENEVER NOTED OR ISSUED;
(E)
TO TENANT'S KNOWLEDGE, TENANT HAS NOT VIOLATED ANY REQUIREMENTS OF
LAW CURRENTLY APPLICABLE TO EITHER PROPERTY OR ANY PART THEREOF WITH RESPECT
TO:
(I) THE INSTALLATION, EXISTENCE OR REMOVAL OF OR EXPOSURE TO ASBESTOS OR
ASBESTOS-CONTAINING
63
MATERIALS; (II) THE EXISTENCE, DISCHARGE OR REMOVAL OF OR EXPOSURE TO HAZARDOUS
MATERIALS; (III) AIR EMISSIONS, WATER DISCHARGES, NOISE EMISSIONS AND ANY OTHER
ENVIRONMENTAL, HEALTH OR SAFETY MATTER; AND (IV) EFFECTS ON THE ENVIRONMENT OF
SUCH PROPERTY OR ANY PART THEREOF OR OF ANY ACTIVITY HERETOFORE, NOW OR
HEREAFTER CONDUCTED ON SUCH PROPERTY (COLLECTIVELY, THE "RELEVANT ENVIRONMENTAL
LAWS");
(F)
TENANT HAS NOT RECEIVED ANY NOTICE OF ANY CLAIM OR CITATION OF
NONCOMPLIANCE WITH RESPECT TO ANY VIOLATION OF RELEVANT ENVIRONMENTAL LAWS AND,
TO TENANT'S KNOWLEDGE, THERE ARE NO FACTS, CIRCUMSTANCES, CONDITIONS OR
OCCURRENCES ON EITHER PROPERTY