Tenant Estoppel Certificate - Texas

TENANT ESTOPPEL CERTIFICATE (TEXAS)

THIS TENANT ESTOPPEL CERTIFICATE (this "Certificate") is made and delivered as of [__/__/____] (the "Certificate Date"), pursuant to the laws of the State of Texas.

1. IDENTIFICATION

1.1 Property and Parties

1.2 Lease Identification

The Lease, together with all amendments, modifications, supplements, side letters, and guaranty agreements described in Exhibit A, is collectively referred to herein as the "Lease."

2. LEASE STATUS CERTIFICATIONS

The undersigned Tenant hereby certifies to the Requesting Party, its successors, and assigns as follows:

2.1 ☐ The Lease is in full force and effect and has not been modified, supplemented, or amended except as set forth in Exhibit A.

2.2 ☐ Tenant is not in default under the Lease and no event has occurred which, with the passage of time or the giving of notice (or both), would constitute a default by Tenant under the Lease.

2.3 ☐ To Tenant's actual knowledge, Landlord is not in default under the Lease and no event has occurred which, with the passage of time or the giving of notice (or both), would constitute a default by Landlord under the Lease.

Exceptions to Sections 2.2 and 2.3 (if any): [________________________________]

2.4 ☐ There are no existing claims, defenses, counterclaims, or offsets that Tenant has against the enforcement of the Lease by Landlord.

2.5 ☐ Tenant has not delivered any notice of termination or exercised any early termination right under the Lease.

2.6 ☐ There are no oral agreements or understandings between Landlord and Tenant affecting the Lease or the Premises that are not set forth in the Lease.

TEXAS NOTE: Under the Texas Statute of Frauds (Tex. Bus. & Com. Code Section 26.01), leases of real property for a term longer than one year must be in writing. Oral modifications to such leases may be unenforceable.

2.7 ☐ Tenant has not received any notice from Landlord alleging a default by Tenant that remains uncured.

2.8 ☐ Tenant has not filed for protection under any chapter of the United States Bankruptcy Code, and no involuntary petition has been filed against Tenant.

3. FINANCIAL CERTIFICATIONS

3.1 Rent

3.2 Additional Rent / Operating Expenses

3.3 Property Tax Certifications

TEXAS NOTE: Texas has no state income tax, and property taxes are a primary revenue source. Commercial leases commonly include NNN pass-throughs for real estate taxes. Property tax protest rights under Texas Tax Code Section 42.08 are significant and should be addressed in the estoppel.

3.4 Security Deposit

TEXAS LAW NOTE: For residential tenancies, Tex. Property Code Sections 92.101-92.109 require landlords to return security deposits (or provide an itemized accounting of deductions) within 30 days of move-out. There is no statutory limit on residential security deposit amounts in Texas. For commercial tenancies, security deposit terms are governed solely by the lease agreement.

3.5 Prepaid Rent and Concessions

4. LEASE TERM CERTIFICATIONS

4.1 Current Term

4.2 Renewal and Extension Options

4.3 Expansion, ROFR/ROFO, and Purchase Options

5. OCCUPANCY AND USE CERTIFICATIONS

5.1 ☐ Tenant has accepted possession of the Premises and is currently occupying the Premises.

5.2 ☐ Tenant is open for business and operating at the Premises.
☐ Tenant is not yet open for business. Anticipated opening date: [__/__/____].

5.3 Permitted Use: [________________________________]

5.4 Exclusive Use Provision: ☐ None ☐ Tenant has an exclusive use right for: [________________________________]

5.5 Co-Tenancy Provision: ☐ None ☐ Details: [________________________________]

5.6 Radius Restriction: ☐ None ☐ Details: [________________________________]

5.7 Operating Covenant: ☐ None ☐ Tenant is required to continuously operate. Details: [________________________________]

6. ASSIGNMENT AND SUBLETTING

6.1 ☐ Tenant has not assigned, transferred, or sublet the Lease or any portion of the Premises.

6.2 ☐ Tenant has assigned or sublet as follows:

6.3 Assignment/Subletting Restrictions: ☐ Landlord consent required ☐ Landlord has recapture right ☐ Profit-sharing with Landlord ☐ Other: [____]

6.4 ☐ No sublease or assignment is currently pending or under negotiation.

7. LANDLORD OBLIGATIONS

7.1 Tenant Improvement Work:
☐ Landlord has completed all required tenant improvement work under the Lease to Tenant's satisfaction.
☐ Landlord has outstanding obligations as follows: [________________________________]

7.2 Work Letter / Build-Out Allowances:
☐ All allowances have been paid in full.
☐ Unpaid balance of $[________________________________] remains due from Landlord.

7.3 Repair and Maintenance Obligations:
☐ To Tenant's knowledge, Landlord has fulfilled all repair and maintenance obligations under the Lease.
☐ Outstanding Landlord repair obligations: [________________________________]

7.4 Capital Improvement Obligations:
☐ None outstanding.
☐ Details: [________________________________]

8. INSURANCE AND INDEMNIFICATION

8.1 ☐ Tenant currently maintains all insurance coverages required under the Lease, including:

TEXAS NOTE: Texas workers' compensation insurance is not mandatory for private employers unless required by government contract. However, commercial leases commonly require tenants to carry workers' compensation coverage. Windstorm and hail coverage may be obtained through the Texas Windstorm Insurance Association (TWIA) for coastal properties. Flood insurance may be required for properties in FEMA-designated flood zones, which are prevalent in parts of Texas.

8.2 ☐ Landlord is named as additional insured on Tenant's general liability policy.
☐ Lender is named as additional insured: [________________________________]

8.3 ☐ The Lease contains mutual waiver of subrogation provisions.

9. SUBORDINATION / SNDA STATUS

9.1 Subordination:
☐ The Lease is subordinate to existing deed(s) of trust.
☐ The Lease is superior to all existing encumbrances.
☐ Unknown.

9.2 SNDA (Subordination, Non-Disturbance, and Attornment Agreement):
☐ Tenant has executed an SNDA with the following lender(s):

☐ Tenant has not executed any SNDA.
☐ Tenant has requested but not yet received an SNDA.

9.3 ☐ Tenant has not received any notice of foreclosure, trustee's sale, or receivership proceedings affecting the Property.

TEXAS NOTE: Texas is a non-judicial foreclosure state. Foreclosures are typically conducted by trustee's sale under the deed of trust (Tex. Prop. Code Sections 51.002-51.005). A tenant whose lease is subordinate to the deed of trust may be subject to eviction by the purchaser at foreclosure sale. An SNDA protects the tenant's leasehold interest. The Protecting Tenants at Foreclosure Act (federal) provides residential tenants a minimum 90-day notice.

10. HAZARDOUS MATERIALS / ENVIRONMENTAL

10.1 ☐ To Tenant's actual knowledge, Tenant has not used, stored, generated, released, or disposed of any Hazardous Materials (as defined in applicable Texas Health and Safety Code, Chapter 361, and Texas Water Code, Chapter 26) on or about the Premises except as follows:

☐ None.
☐ Details: [________________________________]

10.2 ☐ Tenant has not received any notice from any governmental authority (including TCEQ, EPA, or local agencies) regarding the presence of Hazardous Materials at the Premises.

10.3 ☐ Tenant has not received any notice regarding environmental contamination or remediation obligations affecting the Premises or the Property.

10.4 ☐ Tenant's use of Hazardous Materials, if any, complies with all applicable environmental laws (including the Texas Solid Waste Disposal Act, Tex. Health & Safety Code Chapter 361) and the terms of the Lease.

11. LITIGATION AND DISPUTES

11.1 ☐ There is no pending or, to Tenant's actual knowledge, threatened litigation, arbitration, administrative proceeding, or other dispute between Tenant and Landlord.

11.2 ☐ There is no pending or, to Tenant's actual knowledge, threatened litigation affecting Tenant's ability to perform its obligations under the Lease.

11.3 Exceptions (if any): [________________________________]

12. ADA / ACCESSIBILITY COMPLIANCE

12.1 ☐ To Tenant's actual knowledge, the Premises comply with the Americans with Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.) and the Texas Architectural Barriers Act (Tex. Gov't Code Chapter 469).

12.2 ☐ Tenant has not received any notice of non-compliance with ADA or Texas accessibility requirements from any governmental authority.

12.3 ☐ Tenant's tenant improvements (if any) were designed and constructed in compliance with the Texas Accessibility Standards (TAS) administered by the Texas Department of Licensing and Regulation (TDLR).

12.4 ☐ Tenant has not made any request for accessibility-related modifications that remains unfulfilled.

TEXAS NOTE: The Texas Architectural Barriers Act requires that buildings and facilities used by the public comply with the Texas Accessibility Standards (TAS). Plans for construction or renovation of commercial facilities may require registration with TDLR. TAS generally incorporates ADA Standards for Accessible Design with some state-specific modifications.

13. RELIANCE AND INDEMNIFICATION

13.1 Reliance. Tenant acknowledges and agrees that this Certificate is made for the benefit of the Requesting Party and the following additional parties, each of whom may rely on the statements contained herein:

☐ Prospective Purchaser: [________________________________]
☐ Lender: [________________________________]
☐ Title Company: [________________________________]
☐ Their respective successors and assigns

13.2 Binding Effect. Tenant acknowledges that the Requesting Party and the parties identified in Section 13.1 will rely on the accuracy and completeness of this Certificate in connection with a proposed:

☐ Sale/acquisition of the Property
☐ Financing/refinancing of the Property
☐ Other transaction: [________________________________]

13.3 Estoppel Effect. Tenant agrees that it shall be estopped from asserting any claim or defense inconsistent with the certifications made in this Certificate against the Requesting Party and the reliance parties identified above.

13.4 Knowledge Qualifier. Where this Certificate states "to Tenant's actual knowledge" or similar language, such phrase means the actual (not constructive or imputed) knowledge of [________________________________] (name and title of certifying individual), without independent investigation or inquiry.

13.5 Indemnification. Tenant shall indemnify, defend, and hold harmless the Requesting Party and its successors and assigns from and against any losses, costs, damages, or expenses (including reasonable attorneys' fees) arising from any material misrepresentation or inaccuracy in this Certificate.

14. TEXAS-SPECIFIC PROVISIONS

14.1 No Rent Control

☐ Tenant acknowledges that the State of Texas does not permit local governments to adopt rent control ordinances (Tex. Prop. Code Section 214.902), except in the case of a housing emergency duly declared by the governor.

14.2 Texas Franchise Tax / Margin Tax

☐ Tenant certifies that it is in good standing with the Texas Comptroller of Public Accounts and is current on all Texas franchise tax (margin tax) obligations.
☐ Not applicable (entity type exempt from Texas franchise tax).

14.3 Property Tax Protest Coordination

☐ Landlord retains all rights to protest property tax valuations.
☐ Tenant has the right under the Lease to participate in or conduct property tax protests: ☐ Yes ☐ No
☐ Tenant has reviewed Landlord's most recent property tax bills and has no objections to the tax amounts passed through under the Lease.
☐ Pending tax protest(s): [________________________________]

14.4 Condemnation / Eminent Domain

☐ To Tenant's knowledge, there are no pending or threatened condemnation or eminent domain proceedings affecting the Premises or the Property.
☐ Details: [________________________________]

14.5 Texas Recording

☐ A Memorandum of Lease has been recorded in the Official Public Records of [________________________________] County, Texas.

• Recording Date: [__/__/____]
• Instrument No.: [________________________________]
  ☐ No Memorandum of Lease has been recorded.

14.6 Homestead Disclaimer (if applicable)

☐ Tenant confirms that the Premises do not constitute Tenant's homestead under Article XVI, Section 50 of the Texas Constitution.

15. TENANT ACKNOWLEDGMENTS

15.1 Tenant confirms that the individual executing this Certificate on behalf of Tenant has the authority to do so and to bind Tenant to the certifications contained herein.

15.2 Tenant confirms that it has reviewed the Lease and its records in connection with the preparation of this Certificate.

15.3 Tenant understands that this Certificate will survive any transfer of the Property and will be binding upon Tenant and its successors and assigns.

16. EXECUTION

IN WITNESS WHEREOF, the undersigned has executed this Tenant Estoppel Certificate as of the Certificate Date.

TENANT:

[________________________________]
a [________________________________] (entity type)

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

Contact Information for Tenant:
Phone: [________________________________]
Email: [________________________________]

TEXAS NOTARY ACKNOWLEDGMENT

STATE OF TEXAS
COUNTY OF [________________________________]

Before me, [________________________________], a Notary Public in and for the State of Texas, on this [____] day of [________________________________], [____], personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this [____] day of [________________________________], [____].

Notary Public, State of Texas: [________________________________]
My Commission Expires: [__/__/____]

[NOTARIAL SEAL]

EXHIBIT A — LEASE DOCUMENT LIST

The following documents, taken together, constitute the "Lease" as referenced in this Certificate:

Guaranty Agreement(s):

Side Letters / Memoranda:

This Certificate contains [____] pages, including Exhibit A.

DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. Texas estoppel certificate requirements are governed by contract terms and common law. Consult a qualified Texas attorney before use.