TeleNav 2011 Annual Report Download - page 157

prevention; provided, however, that nothing in this Section 30.15
shall (a) permit Tenant to holdover in the Premises after the expiration or
earlier termination of this Lease, (b) excuse any obligation to pay Rent, (c) excuse any of Tenant’s obligations under Article 5 or 21
above or
Section 30.18.1.2 or 30.18.1.3 below, or (d) excuse Landlord’s or Tenant’s obligations under Section 25.2
or the Tenant Work Letter if the
failure to perform such obligations would result in an emergency situation, resulting in an imminent threat to life or safety of any persons or
material damage to property, or a situation that would materially and adversely affect the condition of the Buildings or the Building Systems or
Tenant’s use and occupancy of the Premises.
30.16 Notices
. Except for the email notice expressly allowed by the Work Letter, all notices, demands, statements, designations,
approvals or other communications (collectively, “ Notices ”)
given or required to be given by either party to the other hereunder or by Law shall
be in writing, and shall be (A) delivered by a nationally recognized courier service, or (C) delivered personally. Any Notice shall be sent or
delivered to the address set forth in Section 9 (if Tenant is the recipient) or Section 10
(if Landlord is the recipient) of the Summary, or to such
other place (other than a P.O. box) as the recipient may from time to time designate in a Notice to the other party. Any Notice shall be deemed to
be received on the earlier to occur of the date of actual delivery or the date on which delivery is refused, or, if Tenant is the recipient and has
vacated its notice address without providing a new notice address, three (3) days after the date the Notice is deposited with a courier service in
the manner described above.
30.17 Joint and Several
. If there is more than one Tenant, the obligations imposed upon Tenant under this Lease shall be joint and
several.
30.18 Representations and Warranties .
30.18.1 Tenant represents, warrants and covenants as follows:
30.18.1.1 If Tenant is not a natural person, then (a) Tenant has full power and authority to execute, deliver and
perform its obligations under this Lease, and each person signing on behalf of Tenant is authorized to do so; and (b) Tenant is duly organized,
validly existing and in good standing under the laws of the state of its formation and qualified to do business in the state of California.
30.18.1.2 Tenant has not, and at no time during the Lease Term will have, (a) made a general assignment for the
benefit of creditors, (b) filed any voluntary petition in bankruptcy or suffered for a period of more than 60 days, the filing of an involuntary
petition by any creditors, (c) suffered the appointment of a receiver to take possession of all or substantially all of its assets for a period of more
than 60 days, (d) suffered the attachment or other judicial seizure of all or substantially all of its assets, or (e) made an offer of settlement,
extension or composition to its creditors generally.
30.18.1.3 Tenant is not, and at no time during the Lease Term will be, (a) in violation of any Anti-
Terrorism Law
(defined below); (b) conducting any business or engaging in any transaction or dealing with any Prohibited Person (defined below), including the
making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (c) dealing in, or otherwise
engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 (defined below); or
(d) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate
any of the prohibitions set forth in, any Anti-
Terrorism Law. Neither Tenant nor any of its Affiliates, officers, directors, shareholders, partners,
members or lease guarantors is, or at any time during the Lease Term will be, a Prohibited Person. As used herein, “ Anti-Terrorism Law ”
means any Law relating to terrorism, anti-terrorism, money-laundering or anti-
money laundering activities, including the United States Bank
Secrecy Act, the United States Money Laundering Control Act of 1986, Executive Order No. 13224, and Title 3 of the USA Patriot Act (defined
below), and any regulations promulgated under any of them, each as may be amended from time to time. As used herein, “
Executive Order
No. 13224 ” means Executive Order No. 13224 on Terrorist Financing effective September 24, 2001, and relating to “
Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism,”
as may be amended from time to time. As
used herein, “ Prohibited Person ”
means (1) a person or entity that is listed in, or owned or controlled by a person or entity that is listed in, the
Annex to Executive Order No. 13224; (2) a person or entity with whom Landlord is prohibited from dealing or otherwise engaging in any
transaction by any Anti-Terrorism Law; or (3) a person or entity that is named as a “specially designated national and blocked person”
on the
most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website,
http://www.treas.gov/ofac/t11sdn.pdf, or at any replacement website or other official publication of such list. As used herein, “
USA Patriot Act
” means the “
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001” (Public Law 107-56).
30.18.2 Landlord represents, warrants and covenants that (a) Landlord has full power and authority to execute, deliver
and perform its obligations under this Lease, and each person signing on behalf of Landlord is authorized to do so, and no other consent or
signature is required to make this Lease
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