Negotiating Subordination, Non-Disturbance, and Attornment Agreements Sample Clauses

Negotiating Subordination, Non-Disturbance, and Attornment Agreements. The tenant is also likely to contest the Lender’s SNDA language stating that it must give the Lender notice of the tenant’s defaults and an opportunity to cure these defaults, even if the cure period must be delayed until the Lender has had a chance to foreclose and obtain possession of the property. Most tenants will wish this cure period to be extended only for so long as the tenant is reasonably able to use and operate the property as contemplated in the lease. Even in the case of more “technical” defaults, few tenants will be willing to wait indefinitely for a keeper to be appointed and for the foreclosure to run its course. Consequently, most tenants will require that the duration of the cure period be limited in the SNDA. However, if the property is a single tenant property, the lease is a long term net lease, and the landlord is either building the tenant’s facility to its specifications or is paying for it by a tenant improvement allowance or in a sale/leaseback, the tenant should be willing to agree to refrain from terminating the lease by reason of a landlord default as long as the Lender is either in the process of curing the default or obtaining possession of the Property by foreclosure or other legal proceedings. Most tenants will also object strongly to provisions that relieve the Lender or other foreclosure transferees from liability for landlord defaults that preceded the transfer to Lender or the other foreclosure transferee. A Lender may be willing to agree to cure physical defects in the premises that pre-date the foreclosure sale or dation en paiement, but few Lenders are willing to take on the prior owner’s liability for damages or its obligation to apply insurance proceeds to repair damaged premises, to construct tenant improvements or to provide a tenant allowance. This can pose a real issue for a tenant who is constructing tenant improvements in reliance on receiving reimbursement for these improvements. However, after a landlord has defaulted, the Lender will probably not be willing to advance more money on the property. The Lender will also probably not agree that the tenant may deduct the tenant allowance (or any other cost of curing landlord defaults) from the rent since the Lender will view this rent as the Lender’s property. A deduction of this amount from the rent would effectively be a payment of this amount by the Lender. At this point, the tenant will turn to the landlord and either demand that the tenant improvement allow...
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Related to Negotiating Subordination, Non-Disturbance, and Attornment Agreements

  • SUBORDINATION AND ATTORNMENT Prior to the Commencement Date, Landlord shall provide Tenant with reasonable nondisturbance agreements pursuant to which each existing holder of a mortgage or deed of trust or lessor under a ground lease shall agree that Tenant shall not be disturbed in the event of sale, foreclosure or other actions so long as Tenant is not in default hereunder. Tenant covenants and agrees that, within ten (10) business days from Landlord’s written request, it will execute without further consideration instruments reasonably requested by Landlord or Landlord's mortgagee subordinating this Lease in the manner requested by Landlord to all ground or underlying leases and to the lien of any mortgage or any deed of trust or other encumbrance which may now or hereafter affect the Premises or the Project, or any portion thereof, together with all renewals, modifications, consolidations, replacements or extensions thereof; provided that any lienor or encumbrancer relying on such subordination or such additional agreements will covenant with Tenant that this Lease shall remain in full force and effect, and Tenant shall not be disturbed in the event of sale, foreclosure or other actions so long as Tenant is not in default hereunder. Tenant agrees to attorn to the successor in interest of Landlord following any transfer of such interest either voluntarily or by operation of law and to recognize such successor as Landlord under this Lease. However, if Landlord or any such ground lessor or mortgagee so elects, this Lease shall be deemed prior in lien to any ground lease, mortgage, deed of trust or other encumbrance upon or including the Premises regardless of date of recording, and Tenant will execute a statement in writing to such effect at Landlord's request

  • Non-Disturbance With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving assurance (a "non-disturbance agreement") from the Lender that Lessee's possession and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises.

  • Attornment Subject to the non-disturbance provisions of Paragraph 30.3, Lessee agrees to attorn to a Lender or any other party who acquires ownership of the Premises by reason of a foreclosure of a Security Device, and that in the event of such foreclosure, such new owner shall not: (i) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership, (ii) be subject to any offsets or defenses which Lessee might have against any prior lessor, or (iii) be bound by prepayment of more than one month's rent.

  • Governing Law and Attornment This Agreement shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein and each Party submits to the exclusive jurisdiction of Alberta courts in any proceeding related to this Agreement.

  • SUBORDINATION OF AGREEMENT 18.1 The parties hereto and the employees of the City are governed by the provisions of applicable Federal Law, State Law, and the City Charter. When any provisions thereof are in conflict with the provisions of this Agreement, the provisions of said Federal Law, State Law, or City Charter are paramount and shall prevail.

  • SUBORDINATION OF LEASE This Agreement and Tenant's interest hereunder are and shall be subordinate, junior and inferior to any and all mortgages, liens or encumbrances now or hereafter placed on the Premises by Landlord, all advances made under any such mortgages, liens or encumbrances (including, but not limited to, future advances), the interest payable on such mortgages, liens or encumbrances and any and all renewals, extensions or modifications of such mortgages, liens or encumbrances.

  • Non-Assignment of Agreement The Grantee may not assign, sublicense or otherwise transfer its rights, duties or obligations under this Agreement without the prior written consent of the Division, which shall not unreasonably be withheld. The agreement transferee must demonstrate compliance with the requirements of the project. If the Division approves a transfer of the Grantee’s obligations, the Grantee shall remain liable for all work performed and all expenses incurred in connection with this Agreement. In the event the Legislature transfers the rights, duties and obligations of the Division to another governmental entity, pursuant to Section 20.06, Florida Statutes or otherwise, the rights, duties and obligations under this Agreement shall be transferred to the succeeding governmental agency as if it was the original party to this Agreement.

  • Disturbance Immediately upon request from RSA Conference Organizer, Company shall remove any exhibit (or element thereof) that, in RSA Conference Organizer’s sole discretion, is deemed objectionable, unsafe or detracts from the Exhibition because of noise, method of operation, or any other reason. Company agrees not to display nor offer for sale at the Exhibition any products, services, or promotional materials that (a) infringe the intellectual property or other rights of RSA Conference Organizer or any other third party; or (b) disparage or depict RSA Conference Organizer or any other RSA Conference sponsor or exhibitor in an objectionable manner as determined by RSA Conference Organizer in its sole discretion, pursuant to this Section 3. RSA Conference Organizer reserves the right to remove or have removed any such exhibits (or element thereof) in its sole discretion. In no event shall any RSA Conference Party be liable for any refund or other damages or expenses incurred by Company in connection with or arising out of any actions taken by RSA Conference Organizer pursuant to this Section 3.

  • Consortium Agreement agreement entered into by and between the Manager and the Contractors, pursuant to Annex X.

  • Assignment Amendments Waiver and Contract Complete 8.1 The Contractor may neither assign nor transfer any rights or obligations under this Agreement without the prior consent of the Authority and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this Agreement, or their successors in office. Any attempted assignment without said consent shall be void and of no effect. The Authority may assign or otherwise transfer or dispose of all or a portion of this Agreement in its sole discretion and without the consent of the Contractor. The Contractor shall execute all consents reasonably required to facilitate such assignment or other transfer.

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