Estoppel Provisions. As of the Closing Date and the Effective Date, the University acknowledges that it has no title, claim, demand, interest, action or cause of action in, to or against TXEN or any of its officers, directors or shareholders in any capacity whatsoever. This SECTION 10.40.5 shall be construed to constitute a release by the University of any and all of the foregoing and shall constitute a waiver of any and all of the foregoing. TXEN and the other Shareholders do not make the representations and warranties contained in this Section 10.40.
Estoppel Provisions a. As additional consideration for this Amendment, Tenant hereby certifies to Landlord that, as of the date hereof, to Tenant’s knowledge: (1) the Original Lease, as amended hereby, is in full force and effect; (2) Tenant is in possession of the Premises; (3) there are no uncured defaults on the part of Landlord under the Original Lease, as amended hereby; and (4) there are no existing defenses or offsets which Tenant has against the enforcement of the Original Lease, as amended hereby, by Landlord.
b. As additional consideration for this Amendment, Landlord hereby certifies to Tenant that, as of the date hereof, to Landlord’s knowledge: (1) the Original Lease, as amended hereby, is in full force and effect; (2) Landlord owns fee simple title to the Premises free and clear of all mortgages or deeds of trust and Landlord does not need to obtain the consent of any person in order for Landlord to execute and be bound by this Amendment; (3) there are no uncured defaults on the part of Tenant under the Original Lease, as amended hereby; and (4) there are no existing defenses or offsets which Landlord has against the enforcement of the Original Lease, as amended hereby, by Tenant.
Estoppel Provisions. 25 10.41 Special Representations and Warranties of Xxxxxx X. Xxxxxxxxx....25 10.41.1 Authority ...............................................25 10.41.2 Ownership ...............................................26 10.41.3 Enforceability ..........................................26 10.41.4 No Consent ..............................................26 10.41.5
Estoppel Provisions. As of the Closing Date and the Effective Date, Xxxxxx X. Xxxxxxxxx as Trustee acknowledges that he has no title, claim, demand, interest, action or cause of action in, to or against TXEN or any of its officers, directors or Shareholders in any capacity whatsoever. This Section 10.41.5 shall be construed to constitute a release by Xxxxxx X. Xxxxxxxxx in his capacity as Trustee of any and all of the foregoing and shall constitute a waiver of any and all of the foregoing.
Estoppel Provisions. Tenant certifies to Lender that the Lease is in full force and effect with no defaults (beyond any applicable notice and cure periods) thereunder by Landlord or Tenant and that no notices have been given or received by Tenant which are pending with respect to any alleged uncured default by Landlord or Tenant); the Lease is unmodified except as indicated above in this Agreement; that no rent under the Lease has been paid more than one month in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Agreement, to the Leased Premises or as set forth in this Agreement; that Tenant has no accrued charge, lien, claim or offset under the Lease or otherwise, against rents or other amounts due or to become due under the Lease; and that the Lease sets forth the entire agreement between Landlord and Tenant and all terms and conditions with respect to Tenant’s right to occupy the Leased Premises.
Estoppel Provisions. Tenant hereby certifies to Landlord as follows:
(a) Tenant is the sole tenant at the Premises, and is in sole possession of the Leased Premises. Tenant has not subleased all or any part of the Leased Premises or assigned the Lease, or otherwise transferred its interest in the Lease or the Leased Premises.
(b) The Lease, as amended hereby, is valid currently in full force and effect and constitutes the entire agreement between Landlord and Tenant. The Lease, as amended hereby, has not been amended, modified or changed in any way, whether in writing or orally.
(c) There are no uncured defaults on the part of Tenant or on the part of Landlord under the Lease, and, to Tenant's actual knowledge, no event has occurred and no condition exists which, with the giving of notice or the laps of time, or both, will constitute a default under the Lease.
(d) Tenant claims no present charge, lien or claim of offset under the Lease or otherwise, against rents or other charges due or to become due thereunder.
(e) Tenant has no defenses, set-offs or counterclaims to the payment of rent and all other amounts due from Tenant to Landlord under the Lease, and Tenant has no claims or defenses to enforcement of the Lease.
(f) Tenant is not currently subject to any filing for bankruptcy or reorganization under federal or state bankruptcy or insolvency laws.
Estoppel Provisions. As additional consideration for this First Amendment, Lessee her by certifies that, as of the date hereof:
(a) The Lease, as amended, is in full force and effect.
(b) Tenant is in possession of the demised premises.
(c) There are no uncured defaults on the part of Landlord under the Lease, as amended.
(d) There are no existing defenses or offsets which Tenant has against the enforcement of the Lease, as amended, by Landlord.
Estoppel Provisions. Immediately after the Closing, except as provided under Virginia law or applicable federal law, the Welkin Shareholders will have no right, title, claim, demand, interest, action or cause of action in, to or against Welkin in any capacity whatsoever (whether as a shareholder, officer, director or creditor), except (i) with respect to holders of Dissenting Shares, and (ii) in respect of their status as employees, officers or directors of Welkin, and then only to the extent of accrued and unpaid salary, benefits and reimbursable expenses under Welkin policy up to the date of Closing. Upon the Closing, the Welkin Shareholders shall have no option, warrant or other right to acquire any of the capital stock of Welkin.
Estoppel Provisions. Borrower and Tenant (each for itself) represent, warrant, agree and certify to Lender as of the date hereof as follows:
(a) Tenant is the only lessee or tenant under the Lease. The Lease is in full force and effect with no defaults thereunder by Landlord or Tenant.
(b) The Lease is unmodified except ___________________________________ _______________________________________________________________________________ _______________________________________________________________________________
(c) No rent under the Lease has been paid more than thirty (30) days in advance of its due date.
(d) The address for notices to be sent to Tenant is as set forth in the Lease or as set forth in this Agreement.
(e) Tenant has no charge, lien, claim, defense or offset under the Lease or otherwise, against rents or other amounts due or to become due under the Lease. The Lease sets forth the entire agreement between Landlord and Tenant and all terms and conditions with respect to Xxxxxx's right to occupy the Leased Premises.
(f) The initial term of the Lease is for a period of _________ (___) years following the commencement date. No options to extend the term of the Lease exist, except for ____________ (___) option(s) to extend the term for _________ (___) years each as set forth in Section _____ of the Lease. The Lease may not be canceled or terminated by Tenant (except pursuant to the specific terms of the Lease (prior to the expiration of the initial term). The rent is payable monthly in advance in the amounts set forth in the Lease.
(g) No prepayment or deposit of cash or other property has been made to cover or apply to future rent for security purposes, except as follows: ______________________________________________________________________________ _____________________________________________________________________________.
(h) There are no legal actions, voluntary or otherwise, currently pending against Tenant under the bankruptcy laws of the United States or any state thereof.
(i) Tenant has no right, interest, right of first refusal or option, whether arising out of the Lease or otherwise to (a) lease or expand into any space within the Property, other than the Leased Premises, or (b) purchase or otherwise acquire all or any portion of the Property or the Leased Premises.
(j) Tenant is not in default in any respect under the Lease and has not assigned, transferred or hypothecated the Lease or any interest therein or subleased all or any portion of the Leased P...
Estoppel Provisions. As of the Closing, the Seller acknowledges that he has no right, title, claim, demand, interest, action or cause of action in, to or against Mnemonic in any capacity whatsoever (whether as a shareholder, officer, director or creditor), except in respect of his status as an employee of Mnemonic, and then only to the extent of accrued and unpaid salary, benefits and reimbursable expenses under Mnemonic policy up to the date of Closing. This Section 2.31 shall be construed to constitute a release and waiver by the Seller of any and all of the foregoing. Upon the Closing, the Seller shall have no option, warrant or other right to acquire any of the capital stock of Mnemonic.
