Legal Estoppel Statement

Legal Estoppel Statement

This Legal Estoppel Statement is made as of (the "Effective Date"), by and between Tenant Name: with mailing address and Landlord/Owner Name: with mailing address concerning the real property commonly known as: .

Recitals

WHEREAS, Tenant and Landlord are parties to that certain Lease dated (the "Lease") covering the Premises described as .

WHEREAS, a prospective purchaser, lender, or other third party (each, a "Third Party") has requested written confirmation of certain factual matters concerning the Lease and the obligations of the parties, and Tenant has agreed to provide this Estoppel Statement for such reliance.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tenant and Landlord covenant and agree as follows:

1. Lease Confirmation

Tenant represents and warrants that, as of the Effective Date, the Lease is in full force and effect, is binding and enforceable against Tenant, and has not been modified except as set forth in writing and disclosed in this Estoppel Statement. The Lease Commencement Date is and the Lease Expiration Date is .

Base rent currently payable under the Lease is $ per . The amount of any security deposit held by Landlord under the Lease is $ and the amount of any prepaid rent is $.

2. Defaults and Claims

Tenant further represents that, to Tenant's actual knowledge after reasonable inquiry, Tenant is not in monetary or non-monetary default under the Lease, and there are no existing setoffs, defenses, counterclaims, or rights of recoupment against Landlord under the Lease, except as described below:

3. Assignments, Subleases and Options

Tenant represents that Tenant has not assigned the Lease nor sublet any portion of the Premises except as disclosed below. Tenant further represents that any options to renew, extend, expand, or purchase described in the Lease are in effect not in effect. If options, assignments, or subleases exist, provide details:

4. Modifications and Agreements

Tenant certifies that, except as disclosed in writing in this Estoppel Statement, there are no oral or written amendments, side agreements, or understandings modifying the Lease. Any amendment must be in writing signed by both parties. Describe any amendments disclosed:

5. Subordination, Non-Disturbance and Attornment

Tenant acknowledges that the Lease may be subject to subordination, non-disturbance and attornment provisions. Tenant represents that Tenant has no written non-disturbance or other agreements with any lender or purchaser affecting the Lease except as described here:

6. Reliance; Indemnity

Tenant acknowledges that Landlord and any Third Party may rely upon the representations and warranties contained in this Estoppel Statement in consummating or extending financing, refinancing, acquisition, or other transactions relating to the Property. Tenant agrees to indemnify and hold harmless Landlord and any Third Party for any losses incurred to the extent caused by any material misrepresentation in this Estoppel Statement.

7. Notices

8. Representations of Authority

Each person executing this Estoppel Statement represents and warrants that such person is duly authorized to execute and deliver this Estoppel Statement on behalf of the party for whom such person signs, and that this Estoppel Statement constitutes the legal, valid and binding obligation of that party, enforceable in accordance with its terms.

9. Governing Law; Miscellaneous

This Estoppel Statement shall be governed by and construed in accordance with the laws of the state in which the Property is located. This Estoppel Statement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements and understandings. If any provision of this Estoppel Statement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment shall be effective unless in writing and signed by the party to be charged. Failure to enforce any remedy shall not constitute a waiver of any other remedy.

This Estoppel Statement may be executed in counterparts and by electronic or facsimile signature, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Certification

The undersigned certifies under penalty of perjury that the information contained in this Estoppel Statement is true and correct and that the undersigned has full power and authority to make the representations contained herein on behalf of the party for whom the undersigned signs. The undersigned acknowledges that third parties may rely on this Estoppel Statement and that misrepresentations may subject the signer to liability.

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