ESTOPPEL CERTIFICATE
Landlord: Assignor: Lease Dated: Premises: Assignee:
(“Tenant”)
[___________________ entity] a Delaware [ ] Address Effective Date: , 200__ Landlord and Tenant hereby represent and warrant to Assignee, its successors and assigns, that as of the Effective Date of Landlord’s and Tenant’s execution of this instrument: (a) the Lease is unmodified and in full force and effect, and there are no other agreements between Landlord and Tenant with respect to the Lease, the Premises, any access easements or improvements of which the Premises are a part; (b) Tenant has accepted possession of the Premises, and any improvements required by the terms of the Lease to be made by Landlord have been completed to the satisfaction of Tenant; (c) rental and other amounts payable under the Lease have been paid to the date of Landlord’s and Tenant’s execution of this instrument and will be paid through the Effective Date; (d) neither Landlord nor Tenant is in default under any terms of the Lease;
(e) no notice has been received or given by either Landlord or Tenant of any default under the Lease that has not been cured, and there are no circumstances that with the passage of time or giving of notice would be a default by Landlord or Tenant under the Lease; (f) the address for notices to be sent to Tenant is set forth in the Lease and that for Assignee is set forth above in this instrument; (g) neither Landlord nor Tenant has a charge, lien, or claim of offset under the Lease or against rent or other charges due or to become due under the Lease and Tenant has no outstanding claim for credit or reimbursement from Landlord on account of Tenant’s improvements to the Premises; (h) a correct copy of the Lease and all amendments, addenda and side agreements to the Lease are attached to this instrument; (i) Tenant has a first right of refusal, at Tenant’s option, to purchase the Premises or a portion thereof during the present term or any renewal term as set forth in the Lease; and (j) Tenant has not made any improvements, alterations, or installations to the Premises that Tenant does not have the right to remove. (k) Landlord and Tenant understand and acknowledge that Assignee, in accepting assignment of this Lease, is relying on the representations and warranties contained in this instrument. Landlord and Tenant further warrant to Assignee, its successors and assigns, that Tenant, except as set forth in the Lease, has not paid and will not pay any rent under the Lease more than thirty (30) days in advance of its due date; prior to the Effective Date, neither Landlord
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nor Tenant shall surrender or consent to the modification of any of the terms of the Lease or to the termination of the Lease by either party; neither Landlord nor Tenant will seek to terminate the Lease by reason of any act or omission of either party until Assignee has been given written notice of such act or omission at Assignee’s address provided herein above, and until a reasonable time has elapsed following the giving of such notice, during which period Assignee shall have the right, but will not be obligated, to remedy such act or omission; Landlord and Tenant shall notify Assignee in writing at Assignee’s address provided herein above prior to the Effective Date if any of the statements made by Landlord or Tenant in this instrument are materially false or misleading, or omit to state a material fact, as a result of any circumstances occurring of becoming known to Landlord or Tenant after the date of Landlord’s and Tenant’s execution of this instrument; Landlord and Tenant understand they may be prevented from taking a position after the Effective Date that is inconsistent with the statements made by Landlord and Tenant in this instrument. LANDLORD: TENANT:
By: Its: Address:
By: Its: Address:
LANDLORD NOTARY BLOCK: STATE OF COUNTY OF BEFORE ME, a Notary Public in and for said County and State, personally appeared ______, who acknowledged that he did sign the foregoing instrument and that he signed and delivered the said instrument as his free and voluntary act.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at _________________, _________________ this ______ day of ____________, 2001. ____________________________________ Notary Public My commission expires: ___________________
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TENANT NOTARY BLOCK STATE OF COUNTY OF BEFORE ME, a Notary Public in and for said County and State, personally appeared _________________________________, ____________________________ of _________________________, a ___________________ Corporation, who acknowledged that s/he did sign the foregoing instrument and that the same is the free act and deed of said Corporation and her/his free act and deed personally and as such Officer. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at _________________, _________________ this ______ day of ____________, 2001.
____________________________________ Notary Public My commission expires: ___________________
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