Common use of Estoppel Certificate or Three-Party Agreement Clause in Contracts

Estoppel Certificate or Three-Party Agreement. Tenant agrees within ten (10) days following request by Landlord (a) to execute, acknowledge and deliver to Landlord and any other persons specified by Landlord, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Landlord, certifying (i) that this Lease is unmodified and in full force and effect, or, if modified, stating the nature of such modification, (ii) the date to which the Rent and other charges are paid in advance, if any, (iii) that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or so specifying such defaults, if any, as are claimed and/or (iv) any other matters as such third party may reasonably require in connection with the business dealings of Landlord and/or such third party and (b) to deliver to Landlord, Tenant’s most recent annual audited financial statements, including a balance sheet and a profit and loss statement for at least two (2) years all prepared in accordance with generally accepted accounting principles consistently applied, and certified by an independent certified public accountant. If this Lease is guaranteed by a guarantor, then upon Landlord’s request, Tenant shall cause such guarantor to deliver to Landlord, as well as its current year to date (on a monthly basis) unaudited financial statements, not more frequently than two (2) times in any calendar year of the Term. If Tenant fails to deliver such certificate or three-party agreement within such ten (10) day period and Landlord thereafter provides Tenant with an additional written notice of such failure and five (5) additional days to cure, such failure shall constitute a default hereunder with no further notice and cure periods.

Estoppel Certificate or Three-Party Agreement. Tenant agrees --------------------------------------------- within ten (10) days following written request therefor by Landlord (a) to execute, acknowledge and deliver to Landlord and any other persons specified by Landlord, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Landlord, certifying (i) that this Lease is unmodified and in full force and effect, or, if modified, stating the nature of such modification, modification (ii) the date to which the Rent and other charges are paid in advance, if any, (iii) that there are not, to Tenant’s 's knowledge, any uncured defaults on the part of Landlord hereunder, or so specifying such defaults, if any, as are claimed and/or (iv) any other matters as such third party may reasonably require in connection with the business dealings of Landlord and/or such third party and (b) to deliver to Landlord, Landlord current financial statements of Tenant’s most recent annual audited financial statements, including a balance sheet and a profit and loss statement for at least two (2) years years, all prepared in accordance with generally accepted accounting principles consistently applied, and certified by an independent certified public accountant. If this Lease is guaranteed by a guarantor, then upon Landlord’s request, Tenant shall cause such guarantor to deliver to Landlord, as well as its current year to date (on a monthly basis) unaudited financial statements, not more frequently than two (2) times in any calendar year of the Term. If Tenant fails Tenant's failure to deliver such certificate or three-party agreement within such ten (10) day period shall be conclusive upon Tenant (x) that this Lease is in full force and Landlord thereafter provides Tenant with an additional written notice of such failure effect without modification except as may be represented by Landlord, (y) that to Tenant's knowledge there are no uncured defaults in Landlord's performance, and five (5z) additional days to cure, such failure shall constitute a default hereunder with that no further notice and cure periodsRent has been paid in advance except as set forth in this Lease.

Estoppel Certificate or Three-Party Agreement. Tenant agrees within fifteen (15) business days (ten (10) business days for the Landlord's first loan to close after the date of this Lease) following written request by Landlord (a) to execute, acknowledge and deliver to Landlord and any other persons specified by Landlord, a certificate or three-party agreement among Landlord, Tenant and/or any third third-party dealing with Landlord, certifying (i) that this Lease is unmodified and in full force and effect, or, if modified, stating the nature of such modification, modification (ii) the date to which the Rent and other charges are paid in advance, if any, (iii) that there are not, to Tenant’s 's knowledge, any uncured defaults on the part of Landlord hereunder, or so specifying such defaults, if any, as are claimed and/or (iv) any other matters as such third party may reasonably require in connection with the business dealings of Landlord and/or such third third-party and (b) to deliver to Landlord, Landlord current financial statements of Tenant’s most recent annual audited financial statements, including a balance sheet and a profit and loss statement for at least two (2) years years, all prepared in accordance with generally accepted accounting principles consistently applied, and certified by an independent certified public accountant. If this Lease is guaranteed by a guarantor, then upon Landlord’s request, Tenant shall cause such guarantor to deliver to Landlord, as well as its current year to date (on a monthly basis) unaudited financial statements, not more frequently than two (2) times in any calendar year of the Term. If Tenant fails Tenant's failure to deliver such certificate or three-party agreement within such ten fifteen (1015) business day period shall be conclusive upon Tenant (x) that this Lease is in full force and effect without modification except as may be represented by Landlord, (y) that to Tenant's knowledge there are no uncured defaults in Landlord's performance, and (z) that no Rent has been paid in advance except as set forth in this Lease. Tenant hereby irrevocably appoints Landlord thereafter provides its attorney-in-fact in its name, place and stead to execute any such certificate or three-party agreement which Tenant with an additional written notice of fails to execute within such failure and five fifteen (515) additional days to cure, such failure shall constitute a default hereunder with no further notice and cure periodsbusiness day period.

Estoppel Certificate or Three-Party Agreement. Tenant agrees within ten (10) days following request by Landlord (a) to execute, acknowledge and deliver to Landlord and any other persons specified by Landlord, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Landlord, certifying (i) that this Lease is unmodified and in full force and effect, or, if modified, stating the nature of such modification, modification (ii) the date to which the Rent and other charges are paid in advance, if any, (iii) that there are not, to Tenant’s 's knowledge, any uncured defaults on the part of Landlord hereunder, or so specifying such defaults, if any, as are claimed and/or (iv) any other matters as such third party may reasonably require in connection with the business dealings of Landlord and/or such third party and (b) to deliver to Landlord, Tenant’s most recent annual Landlord audited financial statementsstatements that Tenant prepares annually, including a balance sheet and a profit and loss statement for at least the most recent two (2) years years, all prepared in accordance with generally accepted accounting principles consistently applied, applied and certified by an independent certified public accountant. If this Lease is guaranteed by a guarantor, then upon Landlord’s request, Tenant shall cause such guarantor to deliver to Landlord, as well as its current year to date (on a monthly basis) unaudited financial statements, not more frequently than two (2) times in any calendar year of the Term. If Tenant fails Tenant's failure to deliver such certificate or three-party agreement within such ten (10) day period shall be conclusive upon Tenant (x) that this Lease is in full force and effect without modification except as may be represented by Landlord, (y) that to Tenant's knowledge there are no uncured defaults in Landlord's performance, and (z) that no Rent has been paid in advance except as set forth in this Lease. Landlord thereafter provides Tenant agrees to keep Tenant's financial statements provided in accordance with an additional written notice of the above provisions confidential, and shall not disclose or share such failure financial statements or the information contained therein with any other persons except Landlord's lenders, advisors, leasing agents, investors, attorneys and five (5) additional days to cure, such failure shall constitute a default hereunder with no further notice prospective purchasers and cure periodstheir lenders.

Estoppel Certificate or Three-Party Agreement. Tenant agrees --------------------------------------------- within ten (10) business days following request by Landlord (a) to execute, acknowledge and deliver to Landlord and any other persons specified by LandlordLandlord in writing, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Landlord, certifying (i) that this Lease is unmodified and in full force and effect, or, if modified, stating the nature of such modification, modification (ii) the date to which the Rent and other charges are paid in advance, if any, (iii) that there are not, to Tenant’s 's knowledge, any uncured defaults on the part of Landlord hereunder, or so specifying such defaults, if any, as are claimed and/or (iv) any other matters as such third party may reasonably require in connection with the business dealings of Landlord and/or such third party and (b) to deliver to Landlord, Landlord current financial statements of Tenant’s most recent annual audited financial statements, including a balance sheet and a profit and loss statement for at least two (2) years years, all prepared in accordance with generally accepted accounting principles consistently applied, and certified by an independent certified public accountant. If this Lease is guaranteed by a guarantor, then upon Landlord’s request, Tenant shall cause such guarantor to deliver to Landlord, as well as its current year to date (on a monthly basis) unaudited financial statements, not more frequently than two (2) times in any calendar year of the Term. If Tenant fails Tenant's failure to deliver such certificate or three-party agreement within such ten (10) business day period shall be conclusive upon Tenant (x) that this Lease is in full force and effect without modification except as may be represented by Landlord, (y) that to Tenant's knowledge there are no uncured defaults in Landlord's performance, and (z) that no Rent has been paid in advance except as set forth in this Lease. Tenant hereby irrevocably appoints Landlord thereafter provides its attorney-in-fact in its name, place and stead to execute any such certificate or three-party agreement which Tenant with an additional written notice of fails to execute within such failure and five ten (510) additional days to cure, such failure shall constitute a default hereunder with no further notice and cure periods.business day period,

Estoppel Certificate or Three-Party Agreement. Tenant agrees (a) within ten (10) days following request by Landlord (a) Landlord, to execute, acknowledge and deliver to Landlord and any other persons specified by Landlord, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Landlord, certifying (i) that this Lease is unmodified and in full fall force and effect, or, if modified, stating the nature of such modification, modification (ii) the date to which the Rent and other charges are paid in advance, if any, (iii) that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or so specifying such defaults, if any, as are claimed and/or (iv) any other matters as such third party may reasonably require in connection with the business dealings of Landlord and/or such third party and (b) to deliver to Landlord, Tenant’s most recent annual Landlord audited financial statementsstatements that Tenant prepares annually, including a balance sheet and a profit and loss statement for at least the most recent two (2) years years, all prepared in accordance with generally accepted accounting principles consistently applied, applied and certified by an independent certified public accountant. If this Lease is guaranteed by a guarantor, then upon LandlordTenant’s request, Tenant shall cause such guarantor to deliver to Landlord, as well as its current year to date (on a monthly basis) unaudited financial statements, not more frequently than two (2) times in any calendar year of the Term. If Tenant fails failure to deliver such certificate or three-party agreement within such ten (10) day period shall be conclusive upon Tenant (x) that this Lease is in fill force and effect without modification except as may be represented by Landlord, (y) that to Tenant’s knowledge there are no uncured defaults in Landlord’s performance, and (z) that no Rent has been paid in advance except as set forth in this Lease. Financial statements required to be delivered pursuant to Section 10.2(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date that Tenant’s parent company posts its consolidated financial statements, or provides a link thereto, on Tenant’s website on the Internet at xxx.xxxxxxxxxxxxxx.xxx. In the event that Tenant’s parent company is no longer publicly traded or is no longer required to publicly disclose its financial statements, then Landlord thereafter provides Tenant agrees to keep Tenant’s financial statements provided in accordance with an additional written notice of the above provisions confidential, and shall not disclose or share such failure financial statements or the information contained therein with any other persons except Landlord’s lenders, advisors, leasing agents, investors, attorneys and five (5) additional days to cure, such failure shall constitute a default hereunder with no further notice prospective purchasers and cure periodstheir lenders.

Estoppel Certificate or Three-Party Agreement. In --------------------------------------------- connection with any sale or refinancing by Landlord or its successor-in-interest or in connection with any assignment of this lease or Landlord's ownership entity or upon the request by any lender of Landlord or mortgagee of the Project, Tenant agrees within ten (10) business days following request by Landlord (a) to execute, acknowledge and deliver to Landlord and any other persons specified by Landlord, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Landlord, certifying (to the extent true, and noting the exceptions to all of such certifications) (i) that this Lease the Tenant is in possession of the Premises and has unconditionally accepted it; (ii) Tenant is currently paying all rent specified in the lease and rent has been paid through a date certain; (iii) the lease is unmodified and an in full force and effect, or, effect (or if modified, there have been modifications the lease is in full force and effect as modified and stating the nature of such modification, (ii) the date to which the Rent and other charges are paid in advance, if any, (iii) that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or so specifying such defaults, if any, as are claimed and/or modifications by date.); (iv) there are no defaults by Landlord under the lease and Tenant has no defenses or offsets to any rent becoming due to the Landlord under the lease; (v) the Tenant has not assigned its interest in the lease or sublet any portion of the Premises; (vi) the Tenant has received no notice of any prior assignment, sale or pledge of the lease or rents thereunder; (vii) the Tenant has no right of first refusal or option to purchase the Building; (viii) there are no other agreements, whether written or oral, between the Landlord and Tenant with respect to the lease; (ix) Tenant has no right or option to cancel the lease prior to its stated expiration date other than pursuant to Tenant's Termination Right set forth in Special Stipulation 4 or upon a default by the Landlord under the lease or, where so provided in the lease arising from a casualty, condemnation or a service interruption; (x) Tenant has no expansion rights or rights of first refusal with respect to leasing additional space except as noted; (xi) upon receipt of written notice from the holder of a mortgage or a deed to secure debt on the property that the Landlord is in default under its loan and requesting the Tenant to pay all rent to the mortgagee, the Tenant will pay all rent directly to the mortgagee; and (xii) such other factual matters about the status of this lease as such third party may reasonably require in connection with the business dealings of Landlord and/or such third party and (b) to deliver to be requested by Landlord, or Landlord's mortgagee or prospective purchaser (excluding any environmental matters). Tenant’s most recent annual audited financial statements, including a balance sheet and a profit and loss statement for at least two (2) years all prepared in accordance with generally accepted accounting principles consistently applied, and certified by an independent certified public accountant. If this Lease is guaranteed by a guarantor, then upon Landlord’s request, Tenant shall cause such guarantor to deliver to Landlord, as well as its current year to date (on a monthly basis) unaudited financial statements, not more frequently than two (2) times in any calendar year of the Term. If Tenant fails 's failure to deliver such certificate or three-three party agreement within such ten (10) day period and shall be conclusive upon Tenant as to the matters set forth therein, except as to matters which Landlord thereafter provides Tenant with an additional written notice of such failure and five (5) additional days actually knows to cure, such failure shall constitute a default hereunder with no further notice and cure periodsbe factually incorrect.