Common use of Estoppel Certificate and Financial Statements Clause in Contracts

Estoppel Certificate and Financial Statements. Tenant shall at any time and from time to time, upon not less than ten (10) days’ prior written notice from Landlord, execute, acknowledge, and deliver to Landlord a statement in writing certifying, affirming or confirming certain information including, without limitation, that this Sublease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Sublease, as so modified, is in full force and effect) and the dates to which the rental, the security deposit, if any, and other charges, if any, are paid in advance, and acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, and no events or conditions then in existence which, with the passage of time or notice or both, would constitute a default on the part of Landlord hereunder, or specifying such defaults, events, or conditions, if any are claimed. It is expressly understood and agreed that any prospective purchaser or encumbrancer of all or any portion of the Building or of the real property of which it is a part shall be entitled to rely upon any such statement. Tenant’s failure to deliver such statement within such time shall, at the option of Landlord, constitute a material breach or default under this Sublease. If such option is not so exercised by Landlord (and despite any later delivery by Tenant of such statement), Tenant’s failure to deliver same in a timely manner shall be conclusive upon Tenant that (i) this Sublease is in full force and effect without modification except as may be represented by Landlord, (ii) there are no uncured defaults in Landlord’s performance, and (iii) not more than one (1) month’s rental has been paid in advance.

Estoppel Certificate and Financial Statements. Tenant shall at At all time during the Lease Term, each party agrees following any time and from time request by the other party, promptly to time, upon not less than ten (10) days’ prior written notice from Landlord, execute, acknowledge, execute and deliver to Landlord a statement in writing certifying, affirming or confirming certain information including, without limitation, the requesting party within 15 days following delivery of such request an estoppel certificate: (i) certifying that this Sublease Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this SubleaseLease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect, (ii) and stating the dates date to which the rental, the security deposit, if any, rent and other charges, if any, charges are paid in advance, and if any, (iii) acknowledging that there are not, to Tenantthe certifying party’s knowledge, ; any uncured defaults on the part of Landlord hereunderany party hereunder or, and no events or conditions then in existence whichif there are uncured defaults, with specifying the passage nature of time or notice or both, would constitute a default on the part of Landlord hereunder, or specifying such defaults, events, or conditions, if any are claimedand (iv) certifying such other information about the Lease as may be reasonably required by the requesting party. It is expressly understood and agreed that any prospective purchaser or encumbrancer of all or any portion of the Building or of the real property of which it is a part shall be entitled to rely upon any such statement. Tenant’s A failure to deliver such statement an estoppel certificate within such time shall15 days after delivery of a request therefor shall be a conclusive admission that, at as of the option date of Landlord, constitute a material breach or default under this Sublease. If such option is not so exercised by Landlord (and despite any later delivery by Tenant of the request for such statement), Tenant’s failure to deliver same in a timely manner shall be conclusive upon Tenant that : (i) this Sublease Lease is in full force and effect without modification unmodified except as may be represented by Landlordthe requesting party in said request and is in full force and effect, (ii) there are no uncured defaults in Landlordthe requesting party’s performance, and (iii) not more than one (1) month’s rental no rent has been paid more than 30 days in advance. At any time during the Lease Term Tenant shall, upon 15 days’ prior written notice from Landlord, provide Tenant’s most recent financial statement and financial statements covering the 24 month period prior to the date of such most recent financial statement to any existing Lender or to any potential Lender or buyer of the Premises. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant.

Estoppel Certificate and Financial Statements. Tenant 16.1 Lessee shall at any time and from time to time, upon not less than ten (10) days’ ' prior written notice from Landlord, Lessor execute, acknowledge, acknowledge and deliver to Landlord Lessor a statement (the "Estoppel Certificate") in writing certifying, affirming or confirming certain information including, without limitation, (i) certifying that this Sublease Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this SubleaseLease, as so modified, is in full force and effect); (ii) and the dates date to which the rental, the security deposit, if any, rent and other charges, if any, charges are paid in advance, if any; (iii) the amount of any security deposit held by Lessor; and (iv) acknowledging that there are not, to Tenant’s Lessee's knowledge, any uncured defaults on the part of Landlord hereunder, and no events or conditions then in existence which, with the passage of time or notice or both, would constitute a default on the part of Landlord Lessor hereunder, or specifying such defaults, events, or conditions, defaults if any are claimed; (v) certifying and/or acknowledging such other matters as are reasonably requested by Lessor or, its prospective lender or purchaser. It is expressly understood and agreed that Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of all or any portion lender of the Building or of the real property of which it is a part shall be entitled to rely upon any such statementPremises. Tenant’s Lessee's failure to deliver such statement within such time shall, at the option of Landlord, constitute shall be a material breach or default under of this Sublease. If such option is not so exercised by Landlord (Lease and despite any later delivery by Tenant of such statement), Tenant’s failure to deliver same in a timely manner shall be conclusive upon Tenant Lessee (1) that (i) this Sublease Lease is in full force and effect effect, without modification except as may be represented by LandlordLessor to any prospective purchaser or lender, (ii) that there are no uncured defaults in Landlord’s Lessor's performance, and (iii) that not more than one (1) month’s rental 's rent has been paid in advanceadvance as either prepaid rent or as a security deposit (iv as to the truth and accuracy of all other provisions of the Estoppel Certificate submitted to Lessee for execution. If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee hereby agrees to deliver to any lender or purchaser designated by Lessor such financial statements of Lessee as may be reasonably required by such lender or purchaser. Such statements shall include the past three years' financial statements of Lessee. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

Estoppel Certificate and Financial Statements. Tenant agrees to furnish from time to time when requested by Landlord, (or the holder of any deed of trust or mortgage or the lessor under any ground lease covering all or any part of the Building or the improvements therein or the Premises or any interest of Landlord therein), a certificate signed by Tenant confirming and containing such factual certifications and representations deemed appropriate by Landlord, (or the holder of any deed of trust or mortgage or the lessor under any ground lease covering all or any part of the Building or the improvements herein or the Premises or any interest of Landlord therein), and Tenant shall, within ten (10) days following receipt of said proposed certificate from Landlord, return a fully executed copy of said certificate to Landlord. In the event Tenant shall at any time fail to return a fully executed copy of such certificate to Landlord within the foregoing ten (10) day period, then Tenant shall be deemed to have approved and confirmed all of the terms, certifications and representations contained in such certificate. In addition, Tenant shall, from time to time, upon not less than ten (10) days’ prior the written notice from Landlord, execute, acknowledge, and deliver to Landlord a statement in writing certifying, affirming or confirming certain information including, without limitation, that this Sublease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Sublease, as so modified, is in full force and effect) and the dates to which the rental, the security deposit, if any, and other charges, if any, are paid in advance, and acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, and no events or conditions then in existence which, with the passage of time or notice or both, would constitute a default on the part of Landlord hereunder, or specifying such defaults, events, or conditions, if any are claimed. It is expressly understood and agreed that any prospective purchaser or encumbrancer of all or any portion of the Building or of the real property of which it is a part shall be entitled to rely upon any such statement. Tenant’s failure to deliver such statement within such time shall, at the option request of Landlord, constitute deliver to or cause to be delivered to Landlord or its designee then current financial statements (including a material breach or default under this Sublease. If such option is not so exercised statement of operations and balance sheet and statement of cash flows) certified as accurate by Landlord (a certified public accountant and despite any later delivery by Tenant of such statement), Tenant’s failure to deliver same prepared in a timely manner shall be conclusive upon Tenant that conformance with generally accepted accounting principles for (i) this Sublease is in full force and effect without modification except as may be represented by LandlordTenant, (ii) there are no uncured defaults any entity which owns a controlling interest in Landlord’s performanceTenant, (iii) any entity the controlling interest of which is owned by Tenant, (iv) any successor entity to Tenant by merger or operation of law, and (iiiv) not more than one (1) month’s rental has been paid in advanceany guarantor of this Lease.

Estoppel Certificate and Financial Statements. Tenant shall at execute and return to Landlord an estoppel certificate substantially in the form attached as Exhibit "E" and made part hereof or such other form that may be reasonably requested by Landlord or by any time and from time to timecurrent or prospective purchaser of the Leased Premises or any part thereof, upon not less than or lien holder, within ten (10) days’ prior written notice from Landlord, execute, acknowledge, and deliver to Landlord a statement in writing certifying, affirming or confirming certain information including, without limitation, that this Sublease is unmodified and in full force and effect (or, if modified, stating the nature of days following such modification and certifying that this Sublease, as so modified, is in full force and effect) and the dates to which the rental, the security deposit, if any, and other charges, if any, are paid in advance, and acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, and no events or conditions then in existence which, with the passage of time or notice or both, would constitute a default on the part of Landlord hereunder, or specifying such defaults, events, or conditions, if any are claimed. It is expressly understood and agreed that any prospective purchaser or encumbrancer of all or any portion of the Building or of the real property of which it is a part shall be entitled to rely upon any such statementrequest. Tenant’s 's failure to deliver such statement within such time shall, at the option of Landlord, constitute a material breach or default under this Sublease. If such option is not so exercised by Landlord (and despite any later delivery by Tenant of such statement), Tenant’s failure to deliver same in a timely manner shall be conclusive upon Tenant that (i) that this Sublease Lease is in full force and effect effect, without modification except as may be represented by Landlord, (ii) that there are no uncured defaults in Landlord’s 's performance, and (iii) that not more than one (1) month’s rental 's rent has been paid in advance. Moreover, in the event Tenant fails to timely deliver such estoppel certificate, such failure shall constitute a default hereunder, and Tenant shall pay to Landlord an amount equal to $500 per day for each day beyond such ten (10) day period that such estoppel certificate remains undelivered. If Landlord advises Tenant in writing of the existence of a lien on the Leased Premises, Tenant shall allow such lienholder to exercise all of Landlord's entry and curative rights under this Lease, and the lien holder shall have thirty (30) days following written notice from Tenant in which to attempt to cure Landlord's default, but shall be under no obligation to do so. If Landlord desires to finance or refinance the Premises, or any part thereof, Tenant hereby agrees to deliver to any lender designated by Landlord such financial statements of Tenant and Guarantor as may be reasonably required by such lender. Such statements shall include the past three (3) years' financial statements of Tenant and Guarantor. All such financial statements shall be received by Landlord in confidence and shall be used only for the purpose herein set forth.

Estoppel Certificate and Financial Statements. Tenant shall at any time and from time to time, time upon not less than ten fourteen (1014) business days’ prior written notice from Landlordby Landlord to Tenant, execute, acknowledge, acknowledge and deliver to Landlord a statement in writing certifying, affirming or confirming certain information including, without limitation, certifying that this Sublease Lease is unmodified and in full force and effect (oror if there have been modifications, if modified, stating that the nature of such modification and certifying that this Sublease, as so modified, same is in full force and effect) effect as modified and stating the modifications), and the dates to which the rental, the security depositYearly Rent and other charges have been paid in advance, if any, and other charges, if any, are paid in advance, and acknowledging that there are stating whether or not, to Tenant’s knowledge, Landlord is in default in performance of any uncured defaults on the part of Landlord hereundercovenant, and no events agreement, term, provision or conditions then condition contained in existence which, with the passage of time or notice or both, would constitute a default on the part of Landlord hereunder, or specifying such defaults, events, or conditionsthis Lease and, if so, specifying each such default and such other facts as Landlord may reasonably request, it being intended that any are claimed. It is expressly understood and agreed that such statement delivered pursuant hereto may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the Building or of the real property Building and the land or of which it is a part shall be entitled to rely upon any such statementinterest of Landlord therein, any mortgagee or prospective mortgagee thereof, any lessor or prospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. Tenant’s failure to deliver such statement provide an estoppel certificate within such the time period(s) provided hereunder shall, at the option of Landlord’s option, constitute be considered a material breach or default under this Sublease. If Lease and, in addition, at Landlord’s option, Tenant shall be deemed to have conclusively accepted all of the statements and terms set forth in the estoppel certificate attached to any Landlord’s request therefor within fourteen (14) business days provided such option is not so exercised by Landlord request (or subsequent request) includes in bold type within the written request, the statement (in a reasonably large size font and despite any later delivery by Tenant of such statement), in bold) that Tenant’s failure to deliver same in a timely manner respond to the request within fourteen (14) days after receipt thereof shall be deemed an the conclusive acceptance of all of the statements and terms set forth in the attached estoppel certificate. Landlord shall at any time and from time to time upon not less than fourteen (14) business days’ prior notice by Tenant to Landlord, execute, acknowledge and deliver to Tenant a statement in writing certifying that this Lease is unmodified and in full force and effect (i) this Sublease or if there have been modifications, that the same is in full force and effect without modification except as may be represented by Landlord, (ii) there are no uncured defaults in Landlord’s performancemodified and stating the modifications), and (iii) not more than one (1) month’s rental has the dates to which the Yearly Rent and other charges have been paid in advance, if any, stating whether or not, to Landlord’s knowledge, Tenant is in default in performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default and such other facts as Tenant may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of Tenant’s business, any prospective assignee or sublessee, any lender, and any accountants of Tenant. Time is of the essence in respect of any such requested certificate, Landlord and Tenant hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sale of 52 the property or business, as applicable, and the like. Within one hundred twenty (120) days after the end of Tenant’s fiscal years during the Term of this Lease, Tenant agrees to furnish to Landlord copies of Tenant’s most recent annual, quarterly and monthly financial statements, audited if available (if such audited financial statement is not available, such financial statement may be certified by an officer (vice president or higher) of Tenant). The financial statements shall be prepared in accordance with generally accepted accounting principles, consistently applied. The financial statements shall include a balance sheet and a statement of profit and loss, and the annual financial statement shall also include a statement of changes in financial position and appropriate explanatory notes. Landlord may deliver the financial statements to any prospective or existing mortgagee or purchaser of the Building, Land and/or Project. As long as Tenant is a publicly traded company, copies of financial information as available at wxx.xxxxxxxxxxxx.xxx shall be deemed to satisfy any requirements relating to the delivery of financial statements for purposes of this Section.