Circuit City 2005 Annual Report Download - page 89

(a) Landlord and Tenant agree, at any time, and from time to time, within fifteen (15) days after written
request of the other, to execute, acknowledge and deliver a statement in writing in recordable form to the requesting
party and/or its designee certifying that: (i) this Lease is unmodified and in full force and effect (or, if there have been
modifications, that the same is in full force and effect, as modified), (ii) the dates to which Base Rent, Additional Rent
and other charges have been paid, (iii) whether or not, to the best knowledge of the individual signing such certificate,
there exists any failure by the requesting party to perform any term, covenant or condition contained in this Lease, and,
if so, specifying each such failure of which the individual signing such certificate has knowledge, (iv) (if such be the
case) Tenant has unconditionally accepted the Demised Premises and is conducting its business therein, and (v) and as
to such additional matters as may be requested, it being intended that any such statement delivered pursuant hereto may
be relied upon by the requesting party and by any purchaser of title to the Demised Premises or by any mortgagee or
any assignee thereof or any party to any sale-leaseback of the Demised Premises, or the landlord under a ground lease
affecting the Demised Premises.
26. Landlord Liability . NO OWNER OF THE DEMISED PREMISES, WHETHER OR NOT NAMED
HEREIN, SHALL HAVE LIABILITY HEREUNDER AFTER IT CEASES TO HOLD TITLE TO THE DEMISED
PREMISES. NEITHER LANDLORD NOR ANY OFFICER, DIRECTOR, SHAREHOLDER, PARTNER OR
PRINCIPAL OF LANDLORD, WHETHER DISCLOSED OR UNDISCLOSED, SHALL BE UNDER ANY
PERSONAL LIABILITY WITH RESPECT TO ANY OF THE PROVISIONS OF THIS LEASE. IN THE EVENT
LANDLORD IS IN BREACH OR DEFAULT WITH RESPECT TO LANDLORD’S OBLIGATIONS OR
OTHERWISE UNDER THIS LEASE, TENANT SHALL LOOK SOLELY TO THE EQUITY OF LANDLORD IN
THE BUILDING FOR THE SATISFACTION OF TENANT’S REMEDIES. IT IS EXPRESSLY UNDERSTOOD
AND AGREED THAT LANDLORD’S LIABILITY UNDER THE TERMS, COVENANTS, CONDITIONS,
WARRANTIES AND OBLIGATIONS OF THIS LEASE SHALL IN NO EVENT EXCEED LANDLORD’S
EQUITY INTEREST IN THE BUILDING.
27. Notices . Any notice required or permitted to be given or served by either party to this Lease shall be
deemed given when made in writing, and either (i) personally delivered, (ii) deposited with the United States Postal
Service, postage prepaid, by registered or certified mail, return receipt requested, or (iii) delivered by a nationally
recognized overnight delivery service providing proof of delivery, properly addressed to the address set forth in Section
1(m) (as the same may be changed by giving written notice of the aforesaid in accordance with this Section 27). If any
notice mailed is properly addressed with appropriate postage but returned for any reason, such notice shall be deemed
to be effective notice and to be given on the date of mailing. Any notice required or permitted to be given or served by
Landlord or Tenant to this Lease may be given by either an agent, law firm or attorney acting on behalf of Landlord or
Tenant.
28. Brokers . Landlord and Tenant each represents and warrants to the other that, except for those parties set
forth in Section 1(o) (the “Brokers”), such party has not engaged or had any conversations or negotiations with any
broker, finder or other third party concerning the leasing of the Demised Premises to Tenant who would be entitled to
any commission or fee based on the execution of this Lease. Landlord and Tenant each hereby further represents and
warrants to the other that such party is not receiving and is not entitled to receive any rebate, payment or other
remuneration, either directly or indirectly, from the Brokers, and that it is not otherwise sharing in or entitled to share in
any commission or fee paid to the Brokers by Landlord or any other party in connection with the execution of this
Lease, either directly or indirectly. Landlord and Tenant each hereby indemnifies the other against and from any claims
for any brokerage commissions (except those payable to the Brokers, all of which are payable by Landlord pursuant to
a separate agreement) and all costs, expenses and liabilities in connection therewith, including, without limitation,
reasonable attorneys’ fees and expenses, for any breach of the foregoing. The foregoing indemnification shall survive
the expiration or termination of this Lease for any reason.
29. Assignment and Subleasing .
(a) Tenant may not assign, mortgage, pledge, encumber or otherwise transfer this Lease, or any interest
hereunder, or sublet the Demised Premises, in whole or in part, without on each occasion first obtaining the prior
express written consent of Landlord, which consent Landlord shall not unreasonably withhold. Any change in control
of Tenant resulting from a merger, consolidation, stock transfer or asset sale shall be considered an assignment or
transfer which requires Landlord’s prior written consent. For purposes of this Section 29, by way of example and not
limitation, Landlord shall be deemed to have reasonably withheld consent if Landlord determines (i) that the