compensation, commissions, fees or charges claimed by any broker or agent other than the Broker, alleging to have dealt with Owner or Tenant, as applicable, in connection with the Additional Premises, the extension of the Existing Lease term or this Amendment. Owner shall pay the Broker the compensation due to the Broker in connection with this Amendment, if any, pursuant to one or more separate agreements.
16. No Default. Tenant and Owner each represents, warrants and covenants to the other that to the best of its respective knowledge as of the date of this Amendment, neither Owner nor Tenant is in default of any of their respective obligations under the Lease and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by either Owner or Tenant thereunder. Additionally, Tenant represents, warrants and covenants that to the best of its knowledge, as of the date hereof, Tenant has no claim to offsets, setoffs, rebates, concessions or defenses against or with respect to the payment of Fixed Rent, Additional Charges or any other sums payable under the Lease.
17. No Other Changes. Except as modified by this Amendment, the Existing Lease and all the covenants, agreements, terms, provisions and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed. If and to the extent that there is a conflict between the provisions contained in this Amendment and the provisions contained in this Existing Lease, then the provision contained in this Amendment shall govern and be controlling to the extent necessary to resolve such conflict.
18. Unpaid Rent and Additional Charges. In addition to the rentals payable during the Extension Period, Tenant specifically acknowledges and agrees that Tenant remains liable, subject to the terms and conditions of the Lease, for the payment, as and when due, of all unpaid Fixed Rent and Additional Charges, including, without limitation, escalations for Taxes (using the applicable Base Taxes in effect for the Existing Premises during the period prior to the Extension Period) that are payable with respect to the period prior to the Extension Period Commencement Date. The extension of the term of the Existing Lease for the Extension Period shall not constitute a waiver or novation of, or otherwise affect, Tenants obligation to make such payments.
19. Successors and Assigns. The covenants, agreements, terms, provisions and conditions contained in this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.
20. Binding. This Amendment shall become binding on Owner and Tenant only after an original hereof, fully executed by Owner and Tenant, is delivered to Tenant.
(a) This Amendment represents the entire agreement between the parties with respect to the subject matter hereof, and shall be governed by the laws of the State of New York governing agreements entered into and to be performed entirely within said State. Further, the parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement, shall be brought exclusively in a court of competent jurisdiction sitting in New York City. This Amendment shall be deemed to have been jointly prepared by both of the parties hereto, and any ambiguities or uncertainties herein shall not be construed for or against either of them.
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