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Estoppels
Estoppels contract clause examples

Excluded Assets” means, # any fee-owned real property that is not Material Real Property and all leasehold (including ground lease) interests in real property (including requirements to deliver landlord lien waivers, estoppels and collateral access letters), # motor vehicles, railcars, trailers, aircraft, aircraft engines, construction and earth moving equipment and other assets subject to certificates of title or ownership, # letter of credit rights (except to the extent constituting supporting obligations (as defined under the UCC) in which a security interest can be perfected with the filing of a UCC-1 financing statement or equivalent financing statement with a central registry), # commercial tort claims with an individual value, as determined by the Borrower in good faith, of less than $15,000,000 and commercial tort claims for which no complaint or counterclaim has been filed in a court of competent jurisdiction, # Equity Interests in any Person (other than any Wholly Owned Restricted Subsidiaries) to the extent the pledge thereof to the Administrative Agent is not permitted by the terms of such Person’s organizational, incorporation or joint venture documents, # Equity Interests constituting an amount greater than 65% of the total voting Equity Interests of any Foreign Subsidiary or CFC Holdco, # Equity Interests of any Immaterial Subsidiary (except to the extent perfection of a security interest therein can be accomplished by filing of a UCC-1 financing statement or equivalent financing AMERICAS 107903477

Confidentiality. Tenant shall keep the terms and conditions of this Lease confidential and shall not # disclose to any third party any terms or conditions of this Lease or any other Lease-related document (including subleases, assignments, work letters, construction contracts, letters of credit, subordination agreements, non-disturbance agreements, brokerage agreements or estoppels) or the contents of any documents, reports, surveys or evaluations related to the Premises or any portion thereof or # provide to any third party an original or copy of this Lease (or any Lease-related document or other document referenced in [Subsection 37(a)]). Landlord shall not release to any third party any non-public financial information or non-public information about Tenant’s ownership structure that Tenant gives Landlord. Notwithstanding the foregoing, confidential information under this Section may be released by Landlord or Tenant under the following circumstances: # if required by Applicable Laws or in any judicial proceeding; provided that the releasing party has given the other party reasonable notice of such requirement, if feasible, # to a party’s attorneys, accountants, brokers, lenders, potential lenders, investors, potential investors and other bona fide consultants or advisers (with respect to this Lease only); provided such third parties agree to be bound by this Section or # to bona fide prospective assignees or subtenants of this Lease; provided they agree in writing to be bound by this Section.

No actions required by the Laws of any non‑U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect or make enforceable such security interests in any assets (including any intellectual property registered or applied for in any non‑U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non‑U.S. jurisdiction). No perfection through control agreements or perfection by “control” shall be required with respect to any assets (other than # the Controlled Account, in respect of the Excess Closing Date Cash and # in respect of any promissory note in excess of $5.0 million, Indebtedness of any Restricted Subsidiary that is not a Guarantor that is owing to any Loan Party (which may be evidenced by the Intercompany Note and pledged to the Collateral Agent) and certificated Equity Interests of the wholly owned Restricted Subsidiaries that are Material Subsidiaries otherwise required to be pledged pursuant to the Collateral Documents to the extent required under [clause (3) above]). There shall be no # Guaranties governed under the laws of any non-U.S. jurisdiction, # requirement to obtain any landlord waivers, estoppels or collateral access letters or # requirement to perfect a security interest in any letter of credit rights, other than by the filing of a UCC financing statement.

Notwithstanding anything to the contrary herein or in any other Loan Document, in respect of the Borrower and its Subsidiaries, # no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests, including any intellectual property registered in any non-U.S. jurisdiction (it being understood and agreed that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction, provided, however, that this clause shall not impair the Administrative Agent’s ability to obtain a pledge of equity interests of certain Material Foreign Subsidiaries organized under the laws of Switzerland, Mexico and Turkey (to the extent reasonably requested by the Administrative Agent) as contemplated by this Agreement pursuant to local law governed pledge agreements (it being understood and agreed that unless otherwise mutually agreed to be excluded by the Borrower and the Administrative Agent, the jurisdictions in respect of which such local law governed pledge agreements shall be required shall be limited to Switzerland, Mexico and Turkey) and # the Administrative Agent shall not require the Borrower or any of the Subsidiaries to obtain or deliver landlord waivers, estoppels, bailee letters, collateral access agreements or any similar documents or instruments.

Perfection Exceptions” means that no Loan Party shall be required to # enter into control agreements with respect to, or otherwise perfect any security interest by “control” (or similar arrangements) over # trust, payroll, escrow or other similar accounts, # subject to [Section 6.16], securities accounts, deposit accounts, other bank accounts or commodities accounts to the extent the average daily balance of funds on deposit therein for each fiscal month does not exceed $1,000,000, # cash and Cash Equivalents and # accounts related to the clearing, payment processing and similar operations of the Borrower and its Restricted Subsidiaries, # perfect the security interest in the following other than by the filing of a UCC financing statement: # letter-of-credit rights (as defined in the UCC), # Fixtures (as defined in the UCC), except to the extent that the same are Equipment (as defined in the UCC) or are related to real property covered or intended by the Loan Documents to be covered by a Mortgage, # Assigned Agreements (as defined in the Security Agreement) and # commercial tort claims (as defined in the UCC), # send notices to account debtors or other contractual third-parties unless an Event of Default has not been cured or waived and is continuing and the Administrative Agent has exercised its rights pursuant to [Section 8.02] of this Agreement, # enter into any security documents to be governed by the law of any jurisdiction in which assets are located other than the United States, any state thereof or the District of Columbia, or # deliver landlord waivers, estoppels or collateral access letters.

In the event that any representation or warranty by Seller in Section 9.1 above is materially inaccurate as of the Closing Date (as disclosed to Buyer or as otherwise known by Buyer or discovered by Buyer prior to Closing), and if such material inaccuracy is due to either: # such representation or warranty otherwise being materially inaccurate as of the Effective Date; or # such representation or warranty becoming materially inaccurate after the Effective Date and prior to Closing due to a breach or default by Seller under this Agreement; then only under such circumstances shall Buyer, as its sole and exclusive remedy, have the right to # terminate this Agreement, in which event the Earnest Deposit shall be returned to Buyer by the Escrow Agent (without the requirement or need to receive written instructions from Seller), and neither party hereto shall have any further obligations hereunder except for such obligations and indemnities which expressly survive the termination of this Agreement, or # waive same and proceed to Closing (and in each case Buyer expressly waives the right to sue Seller for damages). Buyer may bring an action or proceeding alleging the untruth, inaccuracy or breach of any such warranties, representations and agreements that expressly survive Closing as provided for herein within the Survival Period, and the warranties, representations and agreements at issue will survive until full and final determination of the action or proceeding. However, if Buyer proceeds to Closing with knowledge of any such untruth, inaccuracy or breach of any warranty, representation or agreement, Buyer is deemed to have waived any claims with respect to each such warranty, representation or agreement (provided that Buyer shall be deemed to have knowledge of any information contained within the Due Diligence Materials, Reports, Tenant Estoppels and any communications with Seller or either of Buyer or Seller’s employees, affiliates, representatives, brokers, agents, accountants or attorneys). Buyer shall be deemed to have actual knowledge of all matters arising and/or disclosed in any Tenant Estoppels delivered to Buyer at or prior to Closing, and Seller’s representation and warranties as contained herein shall be deemed automatically updated to reflect all such matters arising and/or disclosed in any Tenant Estoppel upon delivery of such Tenant Estoppel to Buyer. Subject to the limitations in this paragraph, following Closing, Seller shall reimburse Buyer’s damages arising out of any untruth, inaccuracy or breach of any surviving warranty, representation or agreement hereunder, provided, however, that: # the valid claims for all such breaches hereunder aggregate to more than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Floor”); # written notice containing a description of the specific nature of such breach shall have been given by Buyer to Seller after the Closing Date and prior to the expiration of the Survival Period; and # in no event shall Seller’s aggregate liability to Buyer for all breaches of surviving warranties, representations and agreements hereunder exceed the amount of Fifteen Million Five Hundred Thousand and 00/100 Dollars ($15,000,000.00) (the “Cap”). The warranties, representations and agreements of Seller as set forth in this Section 9.1 shall survive Closing for a period of two-hundred seventy (270) days (the “Survival Period”) after the Closing Date. Notwithstanding the foregoing, the Seller Representations made under Sections 9.1(b), 9.1(c), 9.1(e), 9.1(r), 9.1(w) and 9.1(y) (the “Fundamental Reps”) shall not be subject to the Cap and shall survive closing for a period of five hundred forty (540) days. From and after the Closing and through the Survival Period, RVI agrees to maintain a net worth not less than the amount of the Cap.

As-Is” Condition. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE STATUS OF TITLE TO THE PROPERTIES AND THE PHYSICAL CONDITION OF THE PROPERTIES TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT or IN THE DEEDS, GROUND LEASE ASSIGNMENT, ASSIGNMENTS OF LEASES, GENERAL ASSIGNMENTS, BRING DOWN CERTIFICATES AND ANY SELLER ESTOPPELS, respectively, executed by ANY Seller AND DELIVERED TO BUYER AT Closing (SUCH DOCUMENTS, COLLECTIVELY, THE "CLOSING DOCUMENTS"), BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTIES BY BUYER AND HAS NOT RELIED UPON ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES OR STATEMENTS, WHETHER EXPRESS OR IMPLIED, MADE BY ANY SELLER, OR ANY PARTNER OF ANY SELLER, OR ANY AFFILIATE, AGENT, EMPLOYEE, OR OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT ANY SELLER WITH RESPECT TO THE PROPERTIES, THE CONDITION OF THE PROPERTIES OR ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTIES ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE; EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. BUYER ACKNOWLEDGES THAT SELLERS HAVE MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE THE PROPERTIES EXCEPT AS EXPRESSLY DESCRIBED HEREIN.

Disclosure of Confidential Information. Prior to Closing, the Parties acknowledge and agree that the existence of this Agreement, the terms of this Agreement and any other information disclosed in Seller’s Due Diligence Materials, Purchaser’s Due Diligence Reports or any other documents, materials, data or other information with respect to the Assets which is not generally known to the public shall be confidential; provided, that each Party may disclose information about the transaction and information it receives during its investigation of the Property # to the extent already within the public domain, # to the extent it is a Required Disclosure, and # consistent with Purchaser’s standard business practice in connection with public filings. Notwithstanding the foregoing, # Purchaser may reveal and deliver Seller’s Due Diligence Materials, Purchaser’s Due Diligence Reports, and all other documents, information, and materials concerning the Property and transaction contemplated by this Agreement to its agents, representatives, lenders, potential lenders, investors, principals, Affiliates, potential managers and such other Persons whose assistance is necessary or desirable to consummate the transactions described in this Agreement, and # Purchaser shall not be obligated to keep confidential any information or materials Purchaser obtains from sources other than Seller or its representatives or that Purchaser develops on its own without the use of Seller’s confidential information. Nothing herein shall restrict or limit Seller or Purchaser from communicating with tenants, lenders, contract parties, owners associations, or government officials or bodies in connection with obtaining estoppels or other required consents or approvals, in connection with Purchaser’s due diligence pursuant to this Agreement or as may be reasonably necessary to consummate the transactions contemplated under this Agreement, or Purchaser from contacting

Subject to the last sentence of this Section 7.9(b[[Cash Collateralize:Organization]], with respect to any fee simple interest in any real property having, in the reasonable opinion of the Borrower, a fair market value of at least $10,000,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor within ninety (90[[Cash Collateralize:Organization]] days of such acquisition (or within such longer period of time as reasonably consented to by the Administrative Agent[[Cash Collateralize:Organization]] # execute, acknowledge and deliver a Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, in an amount no greater than 125% of the purchase price thereof if the property is located in a state with mortgage recording tax covering such real property, # if requested by the Administrative Agent, provide the Secured Parties with # title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (and endorsements thereto[[Cash Collateralize:Organization]] together with a current ALTA survey thereof, together with a surveyor’s certificate, provided that, if the Borrower is able to obtain a “no change” affidavit acceptable to the title company and does deliver such certificate to the title company to enable it to issue a title policy # removing all exceptions which would otherwise have been raised by the title company as a result of the absence of a current survey for such real property and # including all endorsements that would otherwise have been included had a current survey been obtained, then a current survey shall not be required; and # use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, # a flood hazard certificate, certified to the Administrative Agent, specifying whether such real property is located in a special flood hazard zone and if so, evidence of flood insurance as required by any Requirement of Law and # if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Closing Date unless and until # if such Mortgaged Property relates to a property not located in a flood zone, the date that is five (5[[Cash Collateralize:Organization]] Business Days or # if such Mortgaged Property relates to a property located in a flood zone, the date that is fourteen (14[[Cash Collateralize:Organization]] days, after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: # a completed flood hazard determination from a third party vendor; # if such real property is located in a “special flood hazard area”, # a notification to the applicable Loan Parties of that fact and (if applicable[[Cash Collateralize:Organization]] notification to the applicable Loan Parties that flood insurance coverage is not available and # evidence of the receipt by the applicable Loan Parties of such notice; and # if required by Flood Insurance Laws, evidence of required flood insurance.

the foregoing definition shall not require, unless otherwise stated in this clause (A), the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance or taking other actions with respect to, # any fee owned real property (other than Material Real Properties) and any leasehold rights and interests in real property (including landlord waivers, estoppels and collateral access letters), (ii) (A) motor vehicles and other assets subject to certificates of title and # commercial tort claims where the amount of damages claimed by the applicable Loan Party is less than $2,000,000 (it being understood that all such assets are still intended to constitute Collateral, even though perfection beyond a UCC filing is not required hereunder), # any particular asset if, to the extent and for so long as the pledge thereof or the security interest therein is prohibited by Law (including any requirement to obtain consent of any Governmental Authority) other than to the extent such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle or equity and except that proceeds and receivables thereof shall constitute Collateral, # Equity Interests in any Person other than Holdings (if owned by the Parent), the Borrower and wholly owned Restricted Subsidiaries (other than the Warehouse Facility Entity) that cannot be pledged without the consent of one or more third parties other than Holdings, the Borrower or any of its or their Restricted Subsidiaries (other than to the extent such restriction is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle of equity and except that proceeds and receivables thereof shall constitute Collateral), (v) (A) any permitted contract, lease, instrument, license, state or local franchise, charter and authorization, if, to the extent and for so long as the pledges thereof and security interests therein are prohibited by such permitted contract, lease, instrument, license, state or local franchise, charter and authorization, in each case, except to the extent that such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle of equity, and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective (or such prohibition is deemed ineffective) under the Uniform Commercial Code or other applicable Law or principle of equity, and # any assets subject to purchase money liens or capital leases, if, to the extent and for so long as the pledges thereof and security interests therein are prohibited by contracts relating to such purchase money liens or capital leases, in each case, except to the extent that such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle of equity, and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective (or such prohibition is deemed ineffective) under the Uniform Commercial Code or other applicable Law or principle of equity, # licenses, leases, other agreements to the extent that the Administrative Agent may not validly possess a security interest therein under applicable Laws or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization (except to the extent any such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle of equity and except that proceeds and receivables thereof shall

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