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the passing of time or the giving of notice, or both, would constitute a material default under the <br /> Agreement. <br /> Lessor represents and warrants to Lessee that, as of the date of this Amendment, Lessee is <br /> not in default of any material term of the Agreement and that there have been no events that,with <br /> the passing of time or the giving of notice, or both, would constitute a material default under the <br /> Agreement. <br /> 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that <br /> they have each received adequate and independent consideration for the performance of the <br /> obligations they have undertaken pursuant to this Amendment. <br /> 5. Authority. The persons executing this Agreement on behalf of the parties hereto <br /> warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute <br /> and deliver this Agreement on behalf of said party,(iii)by so executing this Agreement, such party <br /> is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement <br /> does not violate any provision of any other Agreement to which said party is bound. <br /> 6. ATC Sublease. Lessee and/or its parent, affiliates, subsidiaries and other parties <br /> identified therein,entered into a sublease agreement(the"ATC Sublease")with California Tower, <br /> Inc., a Delaware corporation and/or its parents, affiliates and subsidiaries ("American Tower"), <br /> pursuant to which American Tower subleases,manages, operates and maintains,as applicable,the <br /> Leased Premises, all as more particularly described therein. Lessee hereby acknowledges that the <br /> ATC Sublease is in full force and effect. Lessor hereby agrees and acknowledges that Lessor <br /> consents to the ATC Sublease. <br /> [SIGNATURES ON FOLLOWING PAGE] <br /> 01203.0015/304312.1 <br />