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Non Disturbance Agreement
"I need a Non-Disturbance Agreement for a multi-tenant commercial building in Dubai Media City, where ABC Bank is the mortgagee and we have 5 existing corporate tenants; the agreement needs to be compliant with TECOM regulations and include specific provisions for technology companies."
1. Parties: Identification of all parties to the agreement: Landlord, Tenant, and Lender/Mortgagee, including full legal names and addresses
2. Background: Recitals explaining the existing lease arrangement, mortgage/security interest, and the purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including Property, Lease, Mortgage, Security Interest, and Foreclosure
4. Non-Disturbance Covenant: Core provision establishing that the tenant's lease rights will not be disturbed by any foreclosure or enforcement of the mortgage
5. Recognition of Lease: Lender's acknowledgment of the lease and agreement to honor its terms post-foreclosure
6. Attornment: Tenant's agreement to recognize the lender or any subsequent purchaser as landlord in case of foreclosure
7. Rent Payment Provisions: Specifications for rent payment procedures, especially in case of landlord default
8. Notice Requirements: Procedures for serving notices between parties and response timeframes
9. Term and Termination: Duration of the agreement and circumstances under which it may terminate
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and relevant courts' jurisdiction
11. Execution: Signature blocks for all parties and attestation requirements
1. Subordination: Include when the lease needs to be explicitly subordinated to the mortgage, common in complex commercial arrangements
2. Estoppel Provisions: Add when parties need to confirm certain facts about the lease and property status
3. Insurance and Casualty: Include for high-value commercial properties where insurance arrangements need specific attention
4. Assignment and Subletting: Add when specific restrictions or permissions regarding assignment need to be addressed
5. Modifications to Lease: Include when certain lease terms need to be modified as part of the NDA
6. Lender's Rights to Cure: Add when giving specific rights to the lender to cure landlord defaults
7. Force Majeure: Include when parties want specific provisions for unforeseen circumstances
1. Schedule 1 - Property Description: Detailed legal description of the property including title deed details
2. Schedule 2 - Lease Summary: Key terms of the existing lease including dates, rent, and special conditions
3. Schedule 3 - Mortgage Details: Summary of the mortgage or security interest including registration details
4. Appendix A - Form of Notice: Template for notices to be served under the agreement
5. Appendix B - Required Authorizations: List of required corporate authorizations and government approvals
6. Appendix C - Power of Attorney: If applicable, POA authorizing certain actions under the agreement
Authors
Applicable Law
Attornment
Business Day
Commencement Date
Default Event
Effective Date
Encumbrance
Event of Default
Facility Agreement
Financing Documents
Force Majeure Event
Foreclosure
Governing Law
Land
Landlord
Lease
Lease Term
Lender
Loan
Mortgage
Mortgagee
Notice
Parties
Permitted Use
Power of Attorney
Premises
Property
Property Rights
Purchase Money Security Interest
Registered Interest
Registration Authority
Relevant Authority
Rent
Security
Security Interest
Successor Landlord
Tenant
Term
Title Deed
Transaction Documents
Recitals
Definitions
Non-Disturbance
Attornment
Subordination
Recognition of Lease
Rent Payment
Default and Remedies
Notice Requirements
Assignment
Foreclosure Rights
Lender's Rights
Tenant's Rights
Property Access
Modifications
Representations and Warranties
Covenants
Term and Termination
Force Majeure
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Governing Law
Jurisdiction
Notices
Counterparts
Language
Registration
Execution
Real Estate
Banking & Finance
Commercial Property
Retail
Hospitality
Office Space
Industrial & Warehousing
Mixed-Use Development
Healthcare Facilities
Educational Institutions
Legal
Real Estate
Finance
Risk & Compliance
Operations
Asset Management
Property Management
Facilities Management
Investment
Corporate Affairs
Real Estate Manager
Property Manager
Legal Counsel
Corporate Lawyer
Finance Manager
Leasing Manager
Asset Manager
Investment Manager
Commercial Director
Risk Manager
Compliance Officer
Real Estate Director
Facilities Manager
Operations Manager
Portfolio Manager
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