Estoppel letters are documents used in real estate and financial transactions to confirm existing agreements and factual statements, ensuring that any current claims or conditions cannot be later denied or contradicted. They provide transparency and assurance to both parties, often mitigating the risk of disputes or misunderstandings.
Closing remains subject to customary conditions, including but not limited to delivery of estoppel letters from tenants, the accuracy of Sellers’ representations in all material respects and the absence of condemnation or casualty events exceeding $30 million in the aggregate. In connection with the expiry of the due diligence period, the Purchaser posted a deposit of $15 million with the escrow agent for the transaction, which deposit is nonrefundable (except in certain limited circumstances as set forth in the Purchase Agreement) and will be credited to Purchaser against the purchase price at closing.
Estoppel Letters. Within thirty (30) days of the Effective Date, the Loan Parties shall have delivered to Administrative Agent estoppel letters in form and substance satisfactory to the Administrative Agent in respect of British Columbia PPSA file numbers 206901C and 178296L and Ontario PPSA file numbers 611851626 and 20050107 1949 1531 9078.
Substitute Estoppel Letters. If Seller is unable to obtain an Estoppel from any tenant of the Real Property after good faith efforts, Seller shall deliver to Buyer, prior to Closing, as a substitute therefore, an Estoppel modified for Seller’s execution (the “Substitute Estoppel Letter”). In the event that, following the Closing Date, Seller obtains and delivers to Buyer an estoppel letter from each such tenant without exceptions and thus complying with the requirements of this Section 5 for which Seller delivered a Substitute Estoppel Letter, then upon delivering such tenant estoppel letter to Buyer, Seller shall be automatically released from any liability or obligation under the Substitute Estoppel Letter previously delivered by Seller with respect to such lease.
Estoppel Letters: Prior to closing of the Transaction, Seller shall furnish Purchaser with an estoppel letter acceptable to Purchaser from the Tenant, any guarantor, and parties to reciprocal and/or operating easement agreements, if applicable.
Payoff and Estoppel Letters. Prior to the Closing, Seller shall request and deliver to Buyer, if applicable to the Purchased Assets, payoff and estoppel letters from all holders of any Indebtedness of Seller to be paid off on or prior to the Closing, which letters shall contain payoff amounts, per diem interest, wire transfer instructions and an agreement to deliver to Buyer, upon full payment of any such Indebtedness, UCC-3 termination statements, satisfactions of mortgage or other appropriate releases and any original promissory notes or other evidences of Indebtedness marked “canceled.”
Tenant shall further promptly execute and deliver such instruments, estoppel letters or certificates reasonably requested to be provided to Landlord's Mortgagees or to any party to whom Landlord has or may become obligated to provide security.
Estoppel Letters. Prior to the Closing Date, each Company Owner and each employee of Oculus CRS, LLC shall sign and deliver to LIFD an estoppel letter in form and substance satisfactory to LIFD in its discretion, evidencing that following the Merger, such Company Owner or such employee of Oculus CRS, LLC will have no right, title or interest in the stock or assets of the Company or of Oculus CRS, LLC (other than such Company Owner’s right to receive a portion of the Merger Consideration), and that such Company Owner or such employee of Oculus CRS, LLC is not owed anything whatsoever by the Company, by any Company Owner, or by Oculus CRS, LLC, other than wages owed by Oculus CRS, LLC for the period from Oculus CRS, LLC’s last payroll date through the Closing Date (collectively the “Estoppel Letters”).
Notwithstanding the foregoing, Seller shall have up to thirty (30) days to satisfy this requirement and Buyer may not terminate this Agreement unless the estoppel letters are not provided within said thirty (30) day period.
Estoppel Letters. Upon request of the other Party from time to time by notice, each Party shall furnish promptly to the other Party a written statement of the status of any matter pertaining to this Agreement to the best knowledge and belief of the Party making such statement, including, without limitation, whether an Event of Default exists under this Agreement. The written statement shall be sent by notice within ten days after the notice requesting it.
Consents and Approvals. Member shall promptly to obtain all consents and amendments from parties to the Assumed Contracts on Schedule 2 which require consent, together with estoppel letters from parties to material agreements (the “Required Consents”).
SUBORDINATION; ESTOPPEL LETTERS. This Sublease is in all respects subject and subordinate to the terms and conditions of the Overlease and to the matters to which the Overlease, including any amendments thereto, is or shall be subordinate. Sublandlord represents and warrants that (i) the copy of the Overlease attached hereto as Exhibit A is true, correct and complete, (ii) the Overlease is in full force and effect, and (iii) there exists under the Overlease no default by Sublandlord, or to Sublandlord’s knowledge, Overlandlord, nor has there occurred an event which, with the giving of notice or passage of time or both, could constitute such a default by Sublandlord or, to Sublandlord’s knowledge, Overlandlord. Subtenant agrees that Subtenant has reviewed and is familiar with the Overlease, and will not do anything which would result in a default or breach (whether or not subject to notice or grace periods) on the part of Sublandlord under the Overlease. If, however, the Overlease is terminated prior to its scheduled expiration, for any reason whatever, this Sublease shall likewise terminate, without further notice and without further obligation or liability on the part of the parties (except if such termination is as a result of Subtenant’s default hereunder or Sublandlord’s default hereunder or under the Overlease). Notwithstanding the foregoing, Subtenant shall be obligated, at Overlandlord’s written election, to attorn to and recognize Overlandlord as Sublandlord under this Sublease in the event that the Overlease is terminated and Overlandlord remains the owner of the Building, whereupon this Sublease shall continue as a direct lease between Subtenant and Overlandlord upon all the terms and conditions of this Sublease.
LEASE INFORMATION: Seller shall, at least 10 days prior to Closing, furnish to Buyer estoppel letters from tenant(s)/occupant(s) specifying nature and duration of occupancy, rental rates, advanced rent and security deposits paid by tenant(s) or occupant(s) ("Estoppel Letter(s)"). If Seller is unable to obtain such Estoppel Letter(s), the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit, and Buyer may thereafter contact tenant(s) or occupant(s) to confirm such information. If Estoppel Letter(s) or Seller's affidavit, if any, differ materially from Seller's representations and lease(s) provided pursuant to Paragraph 6, or if tenant(s)/occupant(s) fail or refuse to confirm Seller's affidavit, Buyer may deliver written notice to Seller within 5 days after receipt of Lease Information, but no later than 5 days prior to Closing Date, terminating this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. Seller shall, at Closing, deliver and assign all original leases to Buyer who shall assume Seller's obligation thereunder.
SUBORDINATION: ESTOPPEL LETTERS. This Lease is expressly subordinate to any current or future mortgage or mortgages placed on the Property together with all other documents requested by Lessor’s mortgagee in connection with, any such mortgage. Within 10 business days after notice by Lessor, Lessee shall execute a confirmation of the subordination of this Lease to any current or future mortgage or mortgages placed on the Property by Lessor and other documents in customary form requested by Lessor’s mortgages including but not limited to: a). agreements to give notice of Lessor’s defaults to such mortgagee; b). agreements not to pay rent more than 30 days in advance; c). confirmation of the terms and status of this Lease; d). agreements to attorn to any party acquiring rightful possession of the I eased Premises; and, e). similar or related representations or undertakings customarily required by mortgage lenders from tenants. provided, however that lessee shall receive a “Non-disturbance Agreement” from such mortgagee in customary form assuring Lessee that as long as Lessee is not in default under this lease, Lessee’s rights hereunder shall not be impaired by such mortgagee. Lessee agrees that from time to time, it will deliver to Lessor or its designee within 5 business days of the date of Lessor’s request, a statement, in writing, certifying (i) that this Lease is unmodified and in full force and effect, if this is so, (or if there have been modifications that the Lease, as modified, in full force and effect); (ii) the dates to which rent and other charges have been paid; (iii) that Lessor is not in default under any provisions of this Lease or, if in default, the nature thereof in detail; and (iv) such other true statements as Lessor may require.
Estoppel Letters and Consents. FSB shall use its commercially reasonable best efforts to obtain and deliver to BMT at the Closing with respect to all real estate (a) owned by FSB or any of its Subsidiaries, an estoppel letter dated as of the Closing Date in a form reasonably acceptable to BMT from each tenant, and (b) leased by FSB or any of its Subsidiaries, an estoppel letter dated as of the Closing Date in a form reasonably acceptable to BMT from each lessor to the extent required by the applicable lease. FSB shall also obtain the waiver, approval and/or consents to assignment for all Material Contracts so identified as requiring consent on the Disclosure Schedules (the “Consents”). Where required by law or by agreements with third parties, FSB shall use commercially reasonable best efforts to obtain from third parties, prior to the Closing Date, all other consents to the transactions contemplated by this Agreement.
Estoppel Letters and Consents. Feather River shall use its reasonable best efforts to obtain and deliver to Plumas at the Closing with respect to all real estate (i) owned by Feather River or any of its Subsidiaries, an estoppel letter dated as of the Closing Date in a form reasonably acceptable to Plumas from each tenant and (ii) leased by Feather River or any of its Subsidiaries, an estoppel letter dated as of the Closing Date in a form reasonably acceptable to Plumas from each lessor to the extent required by the applicable lease. Feather River shall also obtain the waiver, approval and/or consents to assignment for all Material Contracts so identified as requiring consent on the Disclosure Schedules (the “Consents”). Where required by Law or by agreements with third parties, Feather River shall use reasonable best efforts to obtain from third parties, prior to the Closing Date, all other consents to the transactions contemplated by this Agreement.
Notice. Each Ground Lease or the estoppel letters received by Lender from the Ground Lessor requires the Ground Lessor thereunder to give notice of any default by Borrower to Lender. The Ground Lease, or estoppel letters received by Lender from the Ground Lessor, further provides that notice of any default or termination given under the Ground Lease is not effective against Lender unless a copy of the notice has been delivered to Lender in the manner described in the related Ground Lease or estoppel letters received by Lender from the Ground Lessor.
Insurance Proceeds. Under the terms of the Ground Lease, this Agreement and the estoppel letters received by Lender from the Ground Lessor, taken together, any related insurance and condemnation proceeds will be applied either to the repair or restoration of all or part of the related Individual Property, with Lender or a trustee appointed by Lender having the right to hold and disburse the proceeds as the repair or restoration progresses, or to the payment of the outstanding principal balance of the Loan together with any accrued interest thereon to the extent required by this Agreement.
An Estoppel Letter is a written statement used primarily in real estate and finance to provide details about the obligations and agreements between different parties involved in a contract. It is a legal document that can confirm existing facts and prevents the parties from asserting something contrary to what is stated in the letter. These letters are typically issued by a party to a contract to verify certain information and can be crucial in the due diligence process prior to transactions like property sales or loan issuances.
You should use an Estoppel Letter in the following situations:
When writing an Estoppel Letter, include the following elements:
Example:
Estoppel Letter
Date: [Insert Date]
Parties: [Name of Party 1] and [Name of Party 2]
Property: [Address or legal description of the property]
This is to confirm that the lease agreement between [Name of Tenant] and [Name of Landlord], dated [Insert Date], is in full force and effect, and there are no known defaults by either party as of the date of this letter.
Sincerely, [Name and Signature of Issuer]
Estoppel Letters are typically associated with the following types of contracts:
Understanding the significance of an estoppel letter can help in preventing disputes and ensuring transparent communication between parties in contractual agreements.
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