15 - Grand Theater Management Agreement

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8/15/18 creating a partnership or joint enterprise between PROJECT and CITY for the purpose of this Agreement and shall, in no manner, incur expense or liability on behalf of CITY. (c) Authority. PROJECT has all requisite power and authority to own its property, operate its business, enter into this LEASE and consummate the transactions herein contemplated, and by proper action has duly authorized the execution and delivery of this LEASE and the consummation of the transactions herein contemplated. (d) Binding,_..Obligation. This LEASE is a valid and binding obligation of PROJECT and is enforceable against PROJECT in accordance with its terms. () Consents. No permission approval or consent by third parties or any other governmental authorities is required in order for PROJECT to enter into this LEASE, make the agreements herein contained, or perform the obligations of PROJECT hereunder other than those which have been obtained. (f) As -Is. Except as provided for above, PROJECT accepts the leasehold interest in the theater granted by this LEASE on an "as -is" basis with all faults. ARTICLE 12. Miscellaneous 12.1. Inspection. PROJECT shall permit CITY and its agents, upon no less than twenty- four (24) hours prior written notice, to enter into and upon the Leased Premises during normal business hours for the purpose of inspecting the same on the condition that PROJECT's and PROJECT's tenants' and invitees' quiet enjoyment of the same is not interfered with; provided, however, that all customary or required governmental function inspections shall not require consent or notice as provided in this Article. 12.2. Estolhrel Certificates. PROJECT and CITY shall, at any time and from time to time upon not less than ten (10) days' prior written request by the other Party, execute, acknowledge and deliver to CITY or PROJECT, as the case may be, a statement in writing certifying (a) its ownership of the interest of CITY or PROJECT hereunder, as the case may be, (b) that this LEASE is unmodified and in full force and effect (or if there have been any modifications, that the same is in full force and effect as modified and stating the modifications), and (c) that, to the best knowledge of CITY or PROJECT, as the case may be, no default hereunder on the part of the other Party exists (except that if any such default does exist, the certifying Party shall specify such default.) 12.3. Release. If requested by CITY, PROJECT shall, upon termination of this LEASE, execute and deliver to CITY an appropriate release, in a form proper for recording, of all PROJECT's interest in the theater, and upon request of PROJECT, CITY will execute and deliver a written cancellation and termination of this LEASE and release of all claims (if none are then outstanding) in a proper form for recording to the extent such release is appropriate under the provisions hereof. 13