Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.
Appears in 11 contracts
Sources: Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Leased Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.
Appears in 9 contracts
Sources: Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s 's business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Leased Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.
Appears in 6 contracts
Sources: Lease (Radiation Therapy Services Inc), Lease (Radiation Therapy Services Inc), Lease (Radiation Therapy Services Inc)
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) business days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.
Appears in 5 contracts
Sources: Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.)
Estoppel Certificate. Landlord and 29.01 Tenant agree that each willshall, at any time and from time to time, within upon not less than ten (10) days following days’ prior written notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge acknowledge, and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as so modified, is in full force and effect and stating the modifications), effect) and the date dates to which the annual rent Rent and other charges are paid, and acknowledging that Tenant is paying Rent on a current basis with no offsets or claims, and there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder (or specifying the offsets, claims, or defaults, if any are claimed). It is expressly understood and agreed that any such statement may be relied upon by any prospective purchaser or encumbrance of all or any portion of the Building or by any other payments due hereunder from person to whom it is delivered. Tenant’s failure to deliver the statement within the required time shall be conclusive upon Tenant that this Lease is in full force and effect, without modification except as may be represented by Landlord, that there are no uncured defaults in Landlord’s performance, and that not more than two (2) months’ rental have been paid in advance.
29.02 Landlord shall, if anyat any time and from time to time, and stating whether or upon not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said less than ten (10) business day period shall constitute an acknowledgmentdays’ prior written notice from Tenant, by the party given such noticeexecute, which may be relied on by any person holding or proposing acknowledge, and deliver to acquire an interest Tenant a statement in the Building or any party thereof or the Premises or this Lease from or through the other party, writing certifying that this Lease 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) and the dates to which the Rent and other charges are paid, and acknowledging that Tenant is paying Rent on a current basis with no offsets or claims, and there are not, to Landlord’s knowledge, any uncured defaults on the part of Tenant hereunder (or specifying the offsets, claims, or defaults, if any are claimed). It is expressly understood and agreed that any such statement may be relied upon by any person to whom it is delivered. Landlord’s failure to deliver the statement within the required time shall be conclusive upon Landlord that this Lease is in full force and effect, without modification except as may be represented by Tenant, and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any there are no uncured defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameTenant’s performance.
Appears in 4 contracts
Sources: Lease Agreement (Solta Medical Inc), Lease Agreement (Sound Surgical Technologies Inc.), Lease Agreement (Sound Surgical Technologies Inc.)
Estoppel Certificate. Landlord and Tenant agree that each will, (a) Either Lessor or Lessee shall at any time and from time to time, within ten upon not less than fifteen (1015) days following days’ prior written notice by from the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the requesting party who gave such notice, or its designate, a statement in writing certifying (i) certifying, if true, that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification and certifying, if true, that the same this Lease, as so modified, is in full force and effect and stating the modifications), effect) and the date to which the annual rent and other charges are paid in advance, if any, and (ii) acknowledging, if true, that there are not, to Lessee’s (or Lessor’s, as relevant) knowledge, any uncured defaults on the part of the requesting party hereunder, or specifying such defaults if any are claimed and (iii) certifying or acknowledging, if true, such other payments due hereunder from Tenant have matters as are reasonably requested by any prospective lender or buyer which are reasonably related to the loan or sale transaction. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises.
(b) Lessee’s failure to deliver such statement within such time shall be conclusive upon Lessee (i) that this Lease is in full force and effect, without modification except as may be represented by Lessor, (ii) that there are no uncured defaults in Lessor’s performance, and (iii) that not more than one month’s rent has been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of actual knowledge of the signer of such certificate the other party Lessee is in default in the performance of any covenant covenant, agreement or condition contained in this LeaseLease and, and if so, Specifying specifying each such default of which the maker signer may have knowledge and if requestedknowledge, it being intended that any such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party statement delivered pursuant to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (1015.01(b) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on upon by any person holding or proposing to acquire an prospective assignee of Lessee’s interest in the Building this Lease or any party thereof lender or the Premises prospective lender (or this Lease from investor) or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver purchaser of any defaults which may exist prior interest in Lessee or its assets. Any failure of Lessee to deliver an estoppel certificate as provided herein shall, at the date option of such notice; providedLessor, however that nothing contained in be an event of default hereunder by Lessee without the provision of this Section shall constitute waiver by Landlord requirement of any default notice or grace period, except as is provided for in payment of rent or other charges existing as of the date of such notice andSection 12.01(c) above. In addition, unless expressly consented to in writing by LandlordLessor may charge Lessee, and Tenant Lessee shall still remain liable pay to Lessor, a fee equal to Five Hundred Dollars ($500) per day for the sameeach day Lessee is late in delivering such estoppel certificate.
Appears in 4 contracts
Sources: Triple Net Space Lease (PDL Biopharma, Inc.), Triple Net Space Lease (Biotech Spinco, Inc.), Triple Net Space Lease (PDL Biopharma, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each willUpon not less than fifteen (15) days’ prior written request by Landlord, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing writing, which may be in the form attached hereto as Exhibit E or in another form reasonably similar thereto, or such other form as Landlord may provide from time to time, certifying all or any of the following: (i) that this Lease is unmodified and in full force and effect effect, (or ii) whether the term has commenced and Fixed Rent and Additional Rent have become payable hereunder and, if there so, the dates to which they have been modificationspaid, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor terms of this Lease, if (iv) whether Tenant has accepted possession of the Premises, (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim, (vi) whether to Tenant’s knowledge there exist any offsets or defenses against enforcement of any of the terms of this Lease upon the part of Tenant to be guaranteedperformed, and (vii) such further information with respect to the Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant to this subsection 6.1.11 may be relied upon by any prospective purchaser or mortgagee of the Premises, or any prospective assignee of such mortgage. Landlord hereby agrees to provide Tenant with an estoppel certificate signed by Landlord, containing the same type of information, and within the same time period, as set forth above, with such changes as are reasonably necessary to reflect that the estoppel certificate is being granted and signed by Landlord to Tenant, rather than by Tenant to Landlord or a lender. Tenant shall also deliver to Landlord such financial information as may be reasonably requested required by Landlord to be provided to any Mortgagee mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as purchaser of the date of Premises, provided such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameparty first executes a reasonable confidentiality agreement with Tenant.
Appears in 4 contracts
Sources: Lease Agreement (ConforMIS Inc), Lease Agreement (ConforMIS Inc), Lease Agreement (ConforMIS Inc)
Estoppel Certificate. Landlord and Tenant agree agrees that each will, at any time and from time to time, within ten upon not less than seven (107) days following days' prior written notice request by Landlord, Tenant will, and Tenant will cause any subtenant, licensee, concessionaire or other occupant of the other party hereto specifying that it is given pursuant to this SectionPremises to, executepromptly complete, acknowledge execute and deliver to the Landlord or any party who gave such notice, or its designate, parties designated by Landlord a statement in writing certifying certifying: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, modifications that the same are in full force and effect as modified and identifying the modifications); (ii) the dates to which the Rent and other charges have been paid; (iii) that the Premises have been unconditionally accepted by the Tenant (or if not, stating with particularity the reasons why the Premises have not been unconditionally accepted); (iv) the amount of any Security Deposit held hereunder; (v) that, so far as the party making the certificate knows, Landlord is not in default under any provisions of this Lease, if such is the case, and if not, identifying all defaults with particularity; and (vi) any other matter reasonable requested by Landlord. Any purchaser or Mortgagee of any interest in the Building shall be entitled to rely on said statement. Failure to give such a statement within seven (7) days after said written request shall be conclusive evidence, upon which Landlord and any such purchaser or Mortgagee shall be entitled to rely that this Lease is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or Landlord is not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable be estopped from asserting against Landlord or any such purchaser or Mortgagee any defaults of Landlord existing at that time but Tenant shall not thereby be relieved of the affirmative obligation to give such statement. Moreover, if Tenant fails to deliver or cause to be delivered such statement within said seven (7) day period, Landlord shall be entitled to collect from Tenant upon demand, as liquidated damages occasioned by such delay and not as a penalty (the actual damages resulting from such delay being impossible to ascertain), a sum equal to one-fifteenth of the Monthly Base Rent for each day, up to fifteen (15) days, after the sameexpiration of said seven (7) day period that Tenant fails to deliver such statement. If such failure persists after such fifteen (15) day period, Landlord shall be entitled to pursue any and all remedies it may have with respect to such Default, including termination of this Lease or Tenant's right to possession and collection of damages, including consequential damages, arising by reason for such Default.
Appears in 4 contracts
Sources: Office Lease (Pegasus Systems Inc), Office Lease (Pegasus Systems Inc), Office Lease (Pegasus Systems Inc)
Estoppel Certificate. Landlord and Section 26.01. Tenant agree that each willagrees, at any time time, and from time to time, within upon not less than ten (10) days following written prior notice by the other party hereto specifying that it is given pursuant from Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing addressed to Landlord certifying that this Lease is unmodified and in full force and effect (or or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and stating the date dates to which the annual rent Fixed Rent, additional rental and any other payments due hereunder from Tenant charges have been paid in advance, if anypaid, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in certificate, there exists any default in the performance of any covenant agreement covenant, agreement, term, provision or condition contained in this Lease, and any claim or offset in favor of Tenant, and, if soany, Specifying specifying each such default default, claim or offset in favor of Tenant, and, if any, specifying each such default, claim or offset of which the maker signer may have knowledge and if requestedknowledge, it being intended that any such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as statement delivered pursuant hereto may be reasonably requested relied upon by Landlord and by any Mortgagee purchaser or prospective purchaser of the Building and/or the Land and by any mortgagee or prospective mortgagee of any mortgage affecting the Building and/or the Land, and by any landlord under a ground or purchaserunderlying lease affecting the Land or the Building.
Section 26.02. The failure of either party Landlord agrees, at any time, and from time to time, upon not less than ten (10) days prior notice from Tenant, to execute, acknowledge and deliver to the other Tenant a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing writing addressed to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, Tenant certifying that this Lease is unmodified and in full force and effect and that such rents (or, if there have been duly modifications, that the same is in full force and fully paid effect as modified and stating the modifications), stating the dates to an including which the respective due dates immediately preceding Fixed Rent, additional rent and other charges have been paid, and stating whether or not, to the date best knowledge of the signer of such notice certificate for and shall constituteon behalf of Landlord, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of there exists any default in payment the performance of rent any covenant, agreement, term, provision or other charges existing as of the date of such notice condition contained in this Lease and, unless expressly consented to in writing by Landlordif any, and Tenant shall still remain liable for the samespecifying each such default of which such signer may have knowledge.
Appears in 3 contracts
Sources: Lease (Ticketmaster Online Citysearch Inc), Lease Agreement (Medallion Financial Corp), Lease (Citysearch Inc)
Estoppel Certificate. Landlord and Tenant agree that each will, shall at any time and from time to time, within time upon not less than ten (10) days following written business days’ prior notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent and any other payments due hereunder from Tenant have Rent has been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not not, to the best of knowledge of the signer of such certificate the other party Tenant, Landlord is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default of which the maker default, and such other facts as Landlord may have knowledge and if requestedreasonably request, it being intended that any such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as statement delivered pursuant hereto may be reasonably requested relied upon by any prospective purchaser of the Building or of any interest of Landlord therein, any Mortgagee or prospective mortgagee Mortgagee thereof, any lessor or purchaserprospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. The failure of either party Landlord shall at any time and from time to time upon not less than ten (10) business days’ prior notice from Tenant execute, acknowledge and deliver to the other Tenant a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, writing certifying that this Lease is unmodified and in full force and effect and that such rents (or if there have been duly modifications, that the same is in full force and fully effect as modified and stating the modifications), and the dates to which Rent has been paid in advance, if any, stating whether or not, to an including the respective due dates immediately preceding knowledge of Landlord, 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 Transferee, or any lender or prospective lender of any Tenant. Time is of the date essence with respect to any such requested certificate, the parties hereby acknowledging the importance of such notice certificates in mortgage financing arrangements, prospective sales and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver the like. In the case of any defaults which may exist prior to discrepancy between the date of such notice; providedLease and the Estoppel Certificate, however that nothing contained in the provision of this Section Lease shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samegovern.
Appears in 3 contracts
Sources: Lease Agreement (Replimune Group, Inc.), Lease Agreement (uniQure B.V.), Lease Agreement (uniQure B.V.)
Estoppel Certificate. Landlord and Tenant agree that each will, at At any time and from time to time, within upon not less than ten (10) days following written prior notice by Landlord, the other party hereto specifying that it is given pursuant "Superior Lessor," or the "Superior Mortgagee" (as both are herein after defined) to this SectionTenant, Tenant shall comply with, execute, acknowledge and deliver in writing addressed to such party as designated by Landlord or the Superior Lessor or the Superior Mortgagee, as the case may be (hereinafter collectively called the "Requesting Party"), certifying to the party who gave such notice, or its designate, a statement in writing certifying following: (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same Lease is in full force and effect effect, as modified, and stating the modifications); (ii) whether the Term has commenced and Minimum Rent, and Additional Rent have become payable hereunder and, if so, the date dates to which the annual rent and any other payments due hereunder from Tenant they have been paid in advance, if any, and stating paid; (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default in performance of any covenant agreement or condition contained in of the terms of this Lease, and if so, Specifying specifying each such default of which the maker ▇▇▇▇▇▇ may have knowledge; (iv) whether Tenant has accepted possession of the Premises; (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim; (vi) whether there are any offsets or defenses existing against enforcement of any of the terms of this Lease upon the part of Tenant to be performed, and, if so, specifying same; (vii) either that Tenant does not know of any default in the performance of any provisions of this Lease or specifying any default of which Tenant may have knowledge and if requestedstating what action is taken or proposes to take with respect thereto; (viii) that, such financial information concerning to the best knowledge of Tenant, there are no proceedings pending or threatened against Tenant and Tenant’s business operations (and the Guarantor of this Leasebefore or by a court or administrative agency which, if adversely decided, would materially and adversely effect the financial condition or operations of Tenant, or, if any such proceedings are pending or threatened to the best knowledge of Tenant, specifying and describing same; and (ix) such further information with respect to the Lease or the Premises as the Requesting Party may reasonably request or require, it being intended that any such statement delivered pursuant to this Lease be guaranteed) as Section 13.01 may be reasonably requested relied upon by any prospective purchaser of the Office Building or any part thereof or the interest of Landlord in any part thereof, by any prospective Superior Mortgagee or any prospective mortgagee Superior Lessor, or purchaserby any prospective assignees of such parties. The failure of either party Tenant to execute, acknowledge and deliver to the other provide a complete statement in accordance with the provisions of this Section 13.01 within said the required ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any a default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samehereunder.
Appears in 3 contracts
Sources: Lease Agreement (Netmaximizer Com Inc), Lease Agreement (Netmaximizer Com Inc), Lease Agreement (Netmaximizer Com Inc)
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and shall from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Sectionafter T▇▇▇▇▇’s receipt of Landlord’s request therefor, execute, enseal, acknowledge and deliver to the party who gave such noticeLandlord, or its designateas Landlord may direct, a statement written instrument in writing recordable form (a) certifying (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified, supplemented or amended in any way (or, if there have been modifications), supplements or amendments thereto, that it is in full force and effect as modified, supplemented or amended, and stating such modifications, supplements and amendments) and that this Lease (as modified, supplemented or amended, as aforesaid) represents the date entire agreement among Landlord and Tenant as to the Premises and the leasehold; (ii) the dates to which the annual Base Rent, additional rent and any other payments due charges arising hereunder from Tenant have been paid in advancepaid, (iii) the amount of any prepaid rents or credits due to Tenant, if any; and (iv) that if applicable, Tenant has entered into occupancy of the Premises; (v) the date on which the Term shall have commenced and stating the corresponding expiration date; and (b) stating, to the best knowledge of Tenant, whether or not there are defenses or offsets claimed all conditions under the Lease to be performed by Landlord prior the maker date of the such certificate have been satisfied and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is then in default in the performance of any covenant covenant, agreement or condition contained in this LeaseLease and specifying, and if soany, Specifying each such default of which the maker may have knowledge unsatisfied condition and if requested, each such financial information concerning Tenant default; and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteedc) as may be stating any other fact or certifying any other condition reasonably requested by Landlord or by any Mortgagee mortgagee or prospective mortgagee or purchaserpurchaser of the Property or of any interest therein. The failure of either party In the event that Tenant shall fail to executecomplete, acknowledge execute and deliver to the other a statement in accordance with the provisions of this Section any such instrument within said ten (10) business day period shall constitute an acknowledgmentdays after L▇▇▇▇▇▇▇’s request therefor, by the party given such noticein addition to committing a default hereunder, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samebe deemed to have irrevocably appointed Landlord or Beneficiary (if Landlord is a trustee of a land trust) as T▇▇▇▇▇’s attorney-in-fact to execute and deliver any such instrument or instruments in Tenant’s name.
Appears in 3 contracts
Sources: Office Lease Agreement (Semper Paratus Acquisition Corp), Office Lease Agreement (Semper Paratus Acquisition Corp), Office Lease Agreement (Semper Paratus Acquisition Corp)
Estoppel Certificate. Landlord and (a) Tenant agree that each willshall, without charge, at any time and from time to time, within ten twenty (1020) days following after request by Landlord or Landlord’s mortgagee, certify by written notice instrument, duly executed, acknowledged and delivered, addressed to Landlord or any party designated by the other party hereto specifying Landlord, that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that (i) this Lease is unmodified and in full force and effect (or if there shall have been modifications, modifications that the same is in full force and effect as modified and stating the modifications), ) and the date dates to which the annual rent and any other payments due hereunder from Tenant charges have been paid in advancepaid, if any(ii) the date of expiration of the Term, and stating (iii) the Rent then payable under this Lease, (iv) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not not, to the best of knowledge of the signer of officer executing such certificate the other party on behalf of Tenant, Landlord is in default in performance of any covenant covenant, agreement or condition contained in this LeaseLease and, and if so, Specifying specifying each such default of which the maker person executing such certificate may have knowledge knowledge, and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteedv) as may be any other matter reasonably requested by Landlord.
(b) Landlord shall, without charge, at any Mortgagee time and from time to time, within twenty (20) days after request by Tenant or prospective mortgagee or purchaser. The failure of either party Tenant’s mortgagee, certify by written instrument, duly executed, acknowledged and delivered, addressed to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building Tenant or any party thereof or the Premises or this Lease from or through the other partydesignated by Tenant, that (i) this Lease is unmodified and in full force and effect and that such rents (or if there shall have been duly modifications that the same is in full force and fully paid effect as modified and stating the modifications) and the dates to an including which the respective due dates immediately preceding rent and other charges have been paid, (ii) the date of expiration of the Term, (iii) the Rent then payable under this Lease, (iv) whether or not, to the best knowledge of the officer executing such notice and shall constitutecertificate on behalf of Landlord, as to any person entitled as aforesaid to rely upon such statements, waiver Tenant is in default in performance of any defaults which may exist prior to the date of such notice; providedcovenant, however that nothing agreement or condition contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice Lease and, unless expressly consented to in writing by Landlordif so, specifying each such default of which the person executing such certificate may have knowledge, and Tenant shall still remain liable for the same(v) any other matter reasonably requested by Tenant.
Appears in 3 contracts
Sources: Parking Lease Agreement, Parking Lease Agreement, Parking Lease Agreement
Estoppel Certificate. Landlord and Tenant agree that each willagrees, at any time time, and from time to time, within ten (10) days following written upon not less than 20 days’ prior notice by the other party hereto specifying that it Landlord (and which 20-day period is given pursuant not subject to any notice and cure periods otherwise provided under this SectionLease), to execute, acknowledge and deliver to the party who gave such notice, or its designateLandlord, a statement in writing addressed to Landlord or other party designated by Landlord certifying that this Lease is unmodified and in full force and effect (or or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the actual commencement and expiration dates of the date Lease, stating the dates to which the annual rent and any other payments due hereunder from Tenant have been paid in advancecharges, if any, have been paid, that the Premises have been completed on or before the date of such certificate and that all conditions precedent to the Lease taking effect have been carried out, that Tenant has accepted possession, that the Term has commenced, Tenant is occupying the Premises and is open for business, stating whether or not there are defenses or offsets claimed exists any default by either party in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this Lease, and if so, Specifying specifying each such default of which the maker signer may have knowledge and the claims or offsets, if requestedany, claimed by Tenant, and such financial information concerning other matters reasonably required by Landlord or any prospective purchaser, mortgagee or beneficiary of the Building; it being intended that any such statement delivered pursuant hereto may be relied upon by Landlord or a purchaser of Landlord’s interest and by any mortgagee or beneficiary or prospective mortgagee or beneficiary of any mortgage or deed of trust affecting the Premises or the Building. If Tenant does not deliver such statement to Landlord within such ten (10) day period, Landlord, and any prospective purchaser or encumbrancer, may conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated except as otherwise represented by Landlord; (iii) that not more than one month’s Base Rent or other charges have been paid in advance; and (iv) that Landlord is not in default under the Lease. In such event, Tenant shall be estopped from denying the truth of such facts. Tenant shall also, on 20 days’ written notice, provide an agreement in favor of and in the form customarily used by such encumbrance holder, by the terms of which Tenant will agree to give prompt written notice to any such encumbrance holder in the event of any casualty damage to the Premises or in the event of any default on the part of Landlord under this Lease, and will agree to allow such encumbrance holder a reasonable length of time after notice to cure or cause the curing of such default before exercising Tenant’s business operations (and the Guarantor right of self-help under this Lease, if any, or terminating or declaring a default under this Lease be guaranteedLease, In the event Tenant fails to timely deliver any document under this Paragraph 19.02, Landlord may charge Tenant a penalty of Fifty Dollars ($50) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business for each day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease delivery is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samedelinquent.
Appears in 3 contracts
Sources: Office Lease Agreement (Apellis Pharmaceuticals, Inc.), Office Lease Agreement (Apellis Pharmaceuticals, Inc.), Office Lease Agreement (Apellis Pharmaceuticals, Inc.)
Estoppel Certificate. Landlord Sublessee and Tenant agree that each willSublessor shall, at any time and from time to timeduring the Base Term or Extension Term, if any, within ten fifteen (1015) days following after request therefor from the other, deliver a duly executed and acknowledged written notice instrument to the requesting party or to a person or entity specified by the other requesting party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to certifying:
(a) That the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or effect, or, if there have has been modificationsany modification, that the same is in full force and effect effect, as modified and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether such modification;
(b) Whether or not there are any then existing setoffs or defenses or offsets claimed by against the maker enforcement of any of the certificate terms, agreements, covenants and whether conditions of this Lease and any modifications thereof on the part of Sublessee or not Sublessor to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement be performed or condition contained in this Leasecomplied with, and if so, Specifying each such default of specifying the same; and
(c) The date to which Fixed Rent and all Additional Rent and other charges have been paid; and
(d) Such other statements and facts as to the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (Lease and the Guarantor status of this performance of the parties hereto as the Sublessor, Sublessee or the requesting party may reasonably require. Sublessor and Sublessee agree that they will at all times use commercially reasonable efforts to comply in a timely fashion with any request to deliver an estoppel certificate and will have no right to withhold the delivery of an estoppel certificate notwithstanding if they are in any dispute. In addition, Sublessor shall, from time to time at the request and expense of Sublessee, request and cooperate with Sublessee, and use diligent efforts, to obtain an estoppel certificate from the PDA with respect to the status of the Ground Lease, if this Lease be guaranteed) including, requesting that such estoppel certify as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the compliance of the Building, Common Facilities and all other a statement in accordance improvements on the Lot with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Ground Lease from or through the and PDA zoning and other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameland use controls.
Appears in 3 contracts
Sources: Lease (Salient Surgical Technologies, Inc.), Lease (Salient Surgical Technologies, Inc.), Lease (Salient Surgical Technologies, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each willagrees, at any time and from time to timeno more frequently than once per year, within upon not less than ten (10) days following written business days' prior notice by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designateLandlord, a statement in writing addressed to Landlord or other party designated by Landlord certifying that this Lease is unmodified and in full force and effect (or or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the actual commencement and expiration dates of the date Lease, stating the dates to which the annual rent rent, and any other payments due hereunder from Tenant have been paid in advancecharges, if any, have been paid, that the Leased Premises have been completed on or before the date of such certificate and that all conditions precedent to the Lease taking effect have been carried out, that Tenant has accepted possession, that the lease term has commenced, Tenant is occupying the Leased Premises and is open for business, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of Tenant's knowledge of and belief there exists any default by either party in the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this Lease, and and, if so, Specifying specifying each such default of which the maker signer may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseclaims or offsets, if this Lease be guaranteed) as any, claimed by the Tenant, it being intended that any such statement delivered pursuant hereto may be reasonably requested relied upon by Landlord or a purchaser of Landlord's interest and by any Mortgagee mortgagee or prospective mortgagee of any mortgage affecting the Leased Premises or purchaserthe Property. The failure of either party Landlord agrees, no more frequently than once per year, upon not less than ten (10) business days' prior notice by Tenant, to execute, acknowledge and deliver to the other Tenant, a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, writing addressed to Tenant or other party designated by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, Tenant certifying that this Lease is unmodified and in full force and effect and that such rents (or, if there have been duly modifications, that the same is in full force and fully paid effect as modified and stating the modifications), stating the actual commencement and expiration dates of the Lease, stating the dates to an including which Rent, and other charges, if any, have been paid, that the respective due dates immediately preceding Leased Premises have been completed on or before the date of such notice certificate and shall constitutethat all conditions precedent to the Lease taking effect have been carried out, as that Tenant has accepted possession, that the lease term has commenced, Tenant is occupying the Leased Premises and is open for business, and stating whether or not to the best of Landlord's knowledge and belief there exists any default by either party in the performance of any covenant, agreement, term, provision or condition contained in this Lease, and, if so, specifying each such default of which the signer may have knowledge and the claims or offsets, if any, claimed by the Landlord, it being intended that any such statement delivered pursuant hereto may be relied upon by Tenant or any person entitled as aforesaid to rely upon whom Tenant may deliver such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samecertificate.
Appears in 3 contracts
Sources: Restaurant Lease (Rock Bottom Restaurants Inc), Restaurant Lease (Rock Bottom Restaurants Inc), Restaurant Lease (Rock Bottom Restaurants Inc)
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within Upon not less than ten (10) days following days’ prior written notice request by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing writing, which may be in the form attached hereto as Exhibit F or in another form reasonably similar thereto, or such other commercially reasonable form as Landlord may provide from time to time, certifying all or any of the following to the extent true: (i) that this Lease is unmodified and in full force and effect effect, (or ii) whether the term has commenced and Fixed Rent and Additional Rent have become payable hereunder and, if there so, the dates to which they have been modificationspaid, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor terms of this Lease, if (iv) whether Tenant has accepted possession of the Premises, (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim, (vi) whether there exist any offsets or defenses against enforcement of any of the terms of this Lease upon the part of Tenant to be guaranteedperformed, and (vii) such further information with respect to the Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant to this subsection 6.1.11 may be relied upon by any prospective purchaser or mortgagee of the Premises, or any prospective assignee of such mortgage. Tenant shall also deliver to Landlord such financial information as may be reasonably requested required by Landlord to be provided to any Mortgagee mortgagee or prospective mortgagee or purchaserpurchaser of the Premises. The failure requirement of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and sentence shall constitute, not apply as to any person entitled long as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameis a publicly traded company.
Appears in 3 contracts
Sources: Office Lease (Avid Technology, Inc.), Office Lease (Avid Technology, Inc.), Lease Agreement (Avid Technology, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge therefor, at any time and from time to time, within ten thirty (1030) days following written notice after request therefor by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such noticeLandlord a written estoppel certificate, in reasonable form, certifying to Landlord, any mortgagee, or its designateany purchaser of the Shopping Center or any other person designated by Landlord, a statement as of the date of such estoppel certificate: (i) that Tenant is in writing certifying possession of the Leased Premises and has unconditionally accepted the same; (ii) that this Lease is unmodified and in full force and effect (or if there have has been modificationsmodification, that the same is in full force and effect as modified and stating the setting forth such modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating ; (iii) whether or not there are then existing any set-offs or defenses against the enforcement of any right or offsets claimed by remedy of Landlord, or any duty or obligation of Tenant, hereunder (and, if so, specifying the maker of same in detail); (iv) that Rent is paid currently without any offset or defense thereto, (v) the certificate and dates, if any, to which any Rent has been paid in advance; (vi) whether or not to the best there is then existing any claim of knowledge of the signer of such certificate the other party is in Landlord's default in performance of any covenant agreement or condition contained in under this Lease, Lease and if so, Specifying each such default specifying the same in detail; (vii) that Tenant has no knowledge of which any event having occurred that authorized the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor termination of this LeaseLease by Tenant (or if Tenant has such knowledge, if specifying the same in detail); and (viii) any other matters relating to the status of this Lease that Landlord or its mortgagee may request be guaranteedconfirmed, provided that such facts are accurate and ascertainable. Landlord shall, within thirty (30) as may be reasonably requested by days after written request from Tenant, no more often than once in any Mortgagee or prospective mortgagee or purchaser. The failure of either party to executeLease Year and provided Tenant is not then in default hereunder, acknowledge and deliver to the other Tenant or such persons as Tenant may designate, a statement in accordance with writing certifying to the provisions extent true that: (i) Tenant is in possession of this Section within said ten the Leased Premises; (10ii) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect (as later modified, if such be the case); (iii) the Rent due hereunder is current; and (iv) that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date best of such notice; providedLandlord's knowledge, however that nothing contained information and belief, Tenant is not in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samehereunder.
Appears in 3 contracts
Sources: Lease Agreement (Play Co Toys & Entertainment Corp), Lease Agreement (Play Co Toys & Entertainment Corp), Lease (Play Co Toys & Entertainment Corp)
Estoppel Certificate. Landlord and Tenant agree that each willA. At any time, at any time but not more often than twice every 12 months, and from time to time, within ten (10) Lessee shall, promptly and in no event later than 10 days following written notice by the other party hereto specifying that it is given pursuant to this Sectionafter a request from Lessor or Lender, execute, acknowledge and deliver to Lessor or Lender a certificate in the party who gave such noticeform supplied by Lessor, Lender or its designateany present or proposed mortgagee or purchaser designated by Lessor, a statement in writing certifying certifying: (i) that Lessee has accepted the Properties (or, if Lessee has not done so, that Lessee has not accepted the Properties, and specifying the reasons therefor); (ii) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (iii) the commencement and expiration dates of the Lease Term, including the terms of any extension options of Lessee; (iv) the date to which the annual rent and any other payments due hereunder from Tenant rentals have been paid in advance, if any, under this Lease and stating the amount thereof then payable; (v) whether or not there are defenses or offsets claimed then any existing defaults by Lessor in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in its obligations under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseand, if there are any such defaults, specifying the nature and extent thereof; (vi) that no notice has been received by Lessee of any default under this Lease be guaranteedwhich has not been cured, except as to defaults specified in the certificate; (vii) as may be the capacity of the person executing such certificate, and that such person is duly authorized to execute the same on behalf of Lessee; (viii) that neither Lessor nor Lender has actual involvement in the management or control of decision making related to the operational aspects or the day-to-day operations of the Properties; and (ix) any other information reasonably requested by any Mortgagee Lessor, Lender or prospective such present or proposed mortgagee or purchaser. The failure of either party .
B. If Lessee shall fail or refuse to execute, acknowledge and deliver to the other sign a statement certificate in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment10 days following a written request by Lessor, by Lessee irrevocably constitutes and appoints Lessor as its attorney-in-fact to execute and deliver the party given certificate to any such noticethird party, which may be relied on by any person holding or proposing to acquire it being stipulated that such power of attorney is coupled with an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease and is unmodified irrevocable and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such noticebinding; provided, however however, that nothing contained in the provision Lessor's execution and delivery of this Section such certificate on behalf of Lessee shall constitute waiver by Landlord of not cure any default in payment arising by reason of rent or other charges existing as of the date of Lessee's failure to execute and deliver such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samecertificate.
Appears in 3 contracts
Sources: Master Lease (Uno Restaurant Corp), Master Lease (Uno Restaurant Corp), Master Lease (Uno Restaurant Corp)
Estoppel Certificate. Landlord and Tenant agree that each will(a) At any time, at any time but not more often than twice every 12 months, and from time to time, within ten (10) Lessee shall, promptly and in no event later than 10 days following written notice by the other party hereto specifying that it is given pursuant to this Sectionafter a request from Lessor or Lender, execute, acknowledge and deliver to Lessor or Lender a certificate in the party who gave such noticeform supplied by Lessor, Lender or its designateany present or proposed mortgagee or purchaser designated by Lessor, a statement in writing certifying certifying: (i) that Lessee has accepted the Property (or, if Lessee has not done so, that Lessee has not accepted the Property, and specifying the reasons therefor); (ii) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (iii) the commencement and expiration dates of the Lease Term, including the terms of any extension options of Lessee; (iv) the date to which the annual rent and any other payments due hereunder from Tenant rentals have been paid in advance, if any, under this Lease and stating the amount thereof then payable; (v) whether or not there are defenses or offsets claimed then any existing defaults by Lessor in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in its obligations under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseand, if there are any such defaults, specifying the nature and extent thereof; (vi) that no notice has been received by Lessee of any default under this Lease be guaranteedwhich has not been cured, except as to defaults specified in the certificate; (vii) as may be the capacity of the person executing such certificate, and that such person is duly authorized to execute the same on behalf of Lessee; (viii) that neither Lessor nor Lender has actual involvement in the management or control of decision making related to the operational aspects or the day-to-day operations of the Property; and (ix) any other information reasonably requested by any Mortgagee Lessor, Lender or prospective such present or proposed mortgagee or purchaser. The failure of either party .
(b) If Lessee shall fail or refuse to execute, acknowledge and deliver to the other sign a statement certificate in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment10 days following a written request by Lessor, by Lessee irrevocably constitutes and appoints Lessor as its attorney-in-fact to execute and deliver the party given certificate to any such noticethird party, which may be relied on by any person holding or proposing to acquire it being stipulated that such power of attorney is coupled with an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease and is unmodified irrevocable and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such noticebinding; provided, however however, that nothing contained in the provision Lessor's execution and delivery of this Section such certificate on behalf of Lessee shall constitute waiver by Landlord of not cure any default in payment arising by reason of rent or other charges existing as of the date of Lessee's failure to execute and deliver such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samecertificate.
Appears in 3 contracts
Sources: Lease (Mercury Air Group Inc), Lease (Mercury Air Group Inc), Lease (Mercury Air Group Inc)
Estoppel Certificate. Landlord and Tenant agree that each will(1) At any time, at any time and from time to time, within ten Borrower agrees, promptly and in no event later than fifteen (1015) days following after a written notice by the other party hereto specifying that it is given pursuant to this Sectionrequest from Lender, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to Lender a certificate in the form supplied by Lender, certifying: (a) the date to which principal and interest have been paid under the Note and the amount thereof then payable; (b) that no written notice has been received by Borrower of any default under this Agreement or any of the other Loan Documents which has not been cured, except as to defaults specified in the certificate; (c) the capacity of the person executing such certificate, and that such person is duly authorized to execute the same on behalf of Borrower; (d) that Lender does not have actual involvement in the management or control of decision making related to the operational aspects or the day-to-day operations of the Premises; and (e) any other information reasonably requested by Lender in connection with this Agreement and the other Loan Documents. If Borrower shall fail or refuse to sign a statement certificate in accordance with the provisions of this Section within said ten fifteen (1015) business day period shall constitute an acknowledgmentdays following a request by Lender, by Borrower irrevocably constitutes and appoints Lender as its attorney-in-fact to execute and deliver the party given certificate to any such noticethird party, which may be relied on by any person holding or proposing to acquire it being stipulated that such power of attorney is coupled with an interest and is irrevocable and binding.
(2) At any time, and from time to time, Lender, agrees, promptly and in no event later than fifteen (15) days' after a request from Borrower, to execute, acknowledge and deliver to Borrower a certificate in the Building form supplied by Borrower, certifying: (a) to Lender's knowledge, whether there are then any existing defaults by Borrower in the performance of its obligations under this Agreement or any party thereof of the other Loan Documents, and, if there are any such defaults, specifying the nature and extent thereof; (b) that no notice has been delivered by Lender to Borrower of any default under this Agreement or the Premises or this Lease from or through other Loan Document which has not been cured, except as to defaults specified in the other partycertificate; (c) the date to which the principal and interest have been paid under the Notes and the amount thereof then payable; (d) the capacity of the person executing such certificate, that this Lease is unmodified and in full force and effect and that such rents have been person is duly authorized to execute the same on behalf of Lender; and fully paid to an including (e) any other information reasonably requested by Borrower in connection with this Agreement and the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLoan Documents.
Appears in 3 contracts
Sources: Loan Agreement (Friendly Ice Cream Corp), Loan Agreement (Friendly Ice Cream Corp), Loan Agreement (Friendly Ice Cream Corp)
Estoppel Certificate. Landlord Subject to payment of fees required under Section 15.10, County and Tenant agree that each willLessee shall, at any time and from time to time, within ten business (10) business days following written notice by after request from the other party hereto specifying that it is given pursuant to this Sectionor from any Leasehold Mortgagee, executeinvestor, acknowledge Space Lessee, or a holder or prospective holder of a Fee Mortgage or a purchaser or prospective purchaser of the fee interest in the Premises, execute and deliver to each other, to the applicable Leasehold Mortgagee or a holder or prospective holder of a Fee Mortgage or a purchaser or prospective purchaser of the fee interest in the Premises or to any person whom the requesting party who gave such notice, or its may designate, a statement in writing certifying an estoppel certificate consisting of statements, if true, that (a) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect effect, with payment of rent and stating the modifications), and other charges hereunder being current through the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate (or stating the date through which rent and whether all other applicable charges hereunder have been paid); (b) this Lease has not been modified or not amended (or setting forth all modifications and amendments); (c) to the best of such party’s knowledge of the signer and belief (based solely upon such party’s customary internal investigation undertaken with respect to similar requests, and without waiving any such default should it learn, subsequent to execution of such certificate statement, that the other party was then in default), the other party is not then in default in performance of beyond any covenant agreement applicable notice, cure or condition contained in grace period under this Lease; and (d) to the best of such party’s knowledge and belief (based solely upon such party’s customary internal investigation undertaken with respect to similar requests, and if so, Specifying each without waiving any such default should it learn, subsequent to execution of which such statement, that the maker may have knowledge and if requestedother party was then in default), such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseother factual statements as County, if this Lease be guaranteed) as Lessee, Leasehold Mortgagee, prospective lender to either County or Lessee, Space Lessee, investor or purchaser from either County or Lessee, may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samerequest.
Appears in 2 contracts
Sources: Ground Lease Agreement, Ground Lease Agreement
Estoppel Certificate. Landlord and 12.1. Tenant agree that each will, at any time and shall from time to time, within ten fifteen (1015) days following after Landlord's request or that of any mortgagee of Landlord, execute and deliver to Landlord a written notice by the other party hereto specifying instrument certifying (i) that this Lease is in full force and effect and has not been modified, supplemented or amended (or, if there have been modifications, supplements or amendments, that it is given in full force and effect as modified, supplemented or amended, and stating such modifications, supplements and amendments); (ii) the dates to which Base Rent and Additional Rent and any other charges arising hereunder have been paid; (iii) the amount of any prepaid rents or credits due Tenant, if any; (iv) if applicable, that Tenant has accepted possession and has entered into occupancy of the Premises, and certifying the Lease Commencement Date, each Subsequent Lease Commencement Date, the Expansion Space Lease Commencement Date (as defined in Article 62 below), the Rent Commencement Date, each Subsequent Rent Commencement Date, the Expansion Space Rent Commencement Date (as defined in Article 62 below) and the Termination Date; (v) whether or not, to the best knowledge of the Tenant, all conditions under the Lease to be performed by Landlord prior thereto have been satisfied and whether or not Landlord is then in default in the performance of any covenant, agreement or condition contained in this Lease and specifying each, if any, unsatisfied condition and each, if any, default of which the signer may have knowledge; and (vi) any other fact or condition reasonably requested. Any certification delivered pursuant to the provisions of this Section, Article shall be intended to be relied upon by Landlord or any of its partners and any mortgagee or prospective mortgagee or purchaser of the Property or of any interest therein.
12.2. The failure of Tenant to execute, acknowledge and deliver to Landlord a written instrument in accordance with the party who gave such noticeprovisions of this Article 12 within the fifteen (15) day period above provided shall constitute an acknowledgment by Tenant, which may be relied upon by any mortgagee or its designateprospective mortgagee or any purchaser of either or both of the Buildings or of any interest therein, a statement in writing certifying that this Lease has not been modified, supplemented or amended except as set forth in Landlord's request, and is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modificationsas so modified, supplemented or amended), and that the date to which the annual rent Base Rent, Additional Rent and any other payments due charges arising hereunder from Tenant have not been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including beyond the respective due dates immediately preceding the date of such notice request, that Tenant has no right of set-off or other defense to this Lease and of the truth of such other facts and conditions as shall have been requested to be certified, and shall constitute, as to any person entitled as aforesaid to rely upon such statementsas aforesaid, a waiver of any defaults which may exist prior to the date of such notice; providedrequest. Notwithstanding the foregoing, however that nothing contained in the provision of this Section Tenant's failure to furnish such written instrument within five (5) days after Landlord's second written request therefor, shall constitute waiver a default under this Lease.
12.3. Landlord agrees, upon not less than fifteen (15) days after receipt of Tenant's written request, to execute and deliver a written instrument to Tenant containing the statements and certifications set forth in Article 12.1, with appropriate changes reflecting the identity of the parties with respect to clause (v) of Article 12.
1. Such statement of Landlord shall not be binding on a Senior Holder with respect to those matters set forth in Article 58 below and may be relied upon by Tenant and any assignee or subtenant of Tenant.
12.4. The failure of Landlord to execute and deliver to Tenant a written instrument in accordance with the provisions of Article 12.3 within the fifteen (15) day period above provided shall constitute an acknowledgment by Landlord, which may be relied upon by any default prospective assignee or subtenant of Tenant, that the Lease has not been modified, supplemented or amended except as set forth in payment of rent Tenant's request, and is in full force and effect (or in full force and effect as so modified, supplemented or amended), that the Base Rent, Additional Rent and any other charges existing as of arising hereunder have been paid through the respective due dates immediately preceding the date of such notice and, unless expressly consented to in writing by Landlordrequest, and Tenant of the truth of such other facts and conditions as shall still remain liable for have been requested and certified, and shall constitute, as to any person entitled to rely as aforesaid, a waiver of any defaults which may exist prior to the samedate of such request. The provisions of this Article 12.4 shall not be binding upon any Senior Holder with respect to those matters set forth in Article 58 below.
Appears in 2 contracts
Sources: Lease Agreement (American Management Systems Inc), Lease Agreement (American Management Systems Inc)
Estoppel Certificate. Landlord and Tenant agree that each will, Either party shall at any time and from time to time, within time upon not less than ten (10) days following written business days’ prior notice by to the other party hereto specifying that it is given pursuant to this Section(the “Requesting Party”), execute, acknowledge and deliver to the party who gave such notice, or its designate, Requesting Party a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent Yearly Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default and such other facts as the Requesting Party may reasonably request and which are customarily included in estoppels certificates, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (Building or of the Building and the Guarantor land or of this Leaseany interest of Landlord therein, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee mortgagee or prospective mortgagee thereof, any lessor or purchaserprospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. The failure Time is of either party the essence in respect of any such requested certificate, both parties hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sale and the like. If Tenant fails to execute, acknowledge so execute and deliver to the other a statement in accordance with the provisions of this Section such estoppel certificate within said such ten (10) business day period period, then Landlord shall constitute an acknowledgmentbe entitled to send Tenant a second notice requesting such execution and delivery of such estoppel certificate (“Second Notice”), by and if Tenant fails to execute and deliver such estoppel certificate within three (3) days after the party given such noticeSecond Notice, which may be relied on by any person holding or proposing then Tenant shall pay to acquire an interest Landlord a fee in the Building or any party thereof or amount of Five Hundred and 00/100 Dollars ($500.00) per day for each day beyond the Premises or this Lease from or through third (3rd) day after the Second Notice that ▇▇▇▇▇▇ fails to execute and deliver such estoppel certificate. Such fee shall be in addition to ▇▇▇▇▇▇▇▇’s other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameremedies hereunder.
Appears in 2 contracts
Sources: Lease Agreement (Hubspot Inc), Lease Agreement (Hubspot Inc)
Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge therefor, at any time and from time to time, within ten thirty (1030) days following written notice after request therefor by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such noticeLandlord a written estoppel certificate, in reasonable form, certifying to Landlord, any mortgagee, or its designateany purchaser of the Shopping Center or any other person designated by Landlord, a statement as of the date of such estoppel certificate: (i) that Tenant is in writing certifying possession of the Leased Premises and has unconditionally accepted the same; (ii) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the setting forth such modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating ; (iii) whether or not there are then existing any set-offs or defenses against the enforcement of any right or offsets claimed by remedy of Landlord, or any duty or obligation of Tenant, hereunder (and, if so, specifying the maker of same in detail); (iv) that rent is paid currently without any offset or defense thereto, (v) the certificate and dates, if any, to which any rent has been paid in advance; (vi) whether or not to the best there is then existing any claim of knowledge of the signer of such certificate the other party is in Landlord's default in performance of any covenant agreement or condition contained in under this Lease, Lease and if so, Specifying each such default specifying the same in detail; and (vii) that Tenant has no knowledge of which any event having occurred that authorized the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor termination of this LeaseLease by Tenant or if Tenant has such knowledge, if specifying the same in detail); and (viii) any other matters relating to the status of this Lease that Landlord or its mortgagee may request to be guaranteedconfirmed, provided that such facts are accurate and ascertainable. Landlord shall, within thirty (30) as may be reasonably requested by days after written request from Tenant, no more often than once in any Mortgagee or prospective mortgagee or purchaser. The failure of either party to executeyear, acknowledge and provided Tenant is not then in default hereunder, deliver to the other Tenant, or such persons as Tenant may designate, a statement in accordance with writing certifying to the provisions extent true that: (i) Tenant is in possession of this Section within said ten the Leased Premises; (10ii) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect (as later modified, if such be the case); (iii) the rentals due hereunder are current; and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute(iv) that, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date best of such notice; providedLandlord's knowledge, however that nothing contained information and belief, Tenant is not in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samehereunder.
Appears in 2 contracts
Sources: Lease Agreement (Play Co Toys & Entertainment Corp), Lease Agreement (Play Co Toys & Entertainment Corp)
Estoppel Certificate. Each of Landlord and Tenant agree that each will, shall at any time and from time to time, within time upon not less than ten (10) days following written business days’ prior notice by from the other party hereto specifying that it is given pursuant to this Section(the “Requesting Party”), execute, acknowledge and deliver to the party who gave such notice, or its designate, Requesting Party a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent Yearly Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Requesting Party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default and such other facts as the Requesting Party may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (Building or of the Building and the Guarantor land or of this Leaseany interest of Landlord therein or of any interest in Tenant, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee mortgagee or prospective mortgagee thereof, any lessor or purchaserprospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. The failure Time is of the essence in respect of any such requested certificate, each party hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sale and the like. If either party of Landlord or Tenant fails to execute, acknowledge so execute and deliver to the other a statement in accordance with the provisions of this Section such estoppel certificate within said such ten (10) business day period period, then the requesting party shall constitute an acknowledgmentbe entitled to send the other party a second notice requesting such execution and delivery of such estoppel certificate (“Second Notice”), by and if the other party given fails to execute and deliver such noticeestoppel certificate within three (3) days after the Second Notice, which may then such failure shall be relied on by any person holding or proposing deemed to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through be a default of the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including ’s obligations under the respective due dates immediately preceding the date Lease. The provisions of such notice and Section 26(d) shall constitute, as not apply to any person entitled as aforesaid default pursuant to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same17.5.
Appears in 2 contracts
Sources: Lease Agreement (CarGurus, Inc.), Lease Agreement (CarGurus, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each willTenant, at any time and shall, from time to time, within ten (10) days following written notice [_________] Business Days after request by the other party hereto specifying that it is given pursuant to this SectionLender, execute, acknowledge and deliver to the party who gave such notice, or its designate, Lender a statement in writing by Tenant certifying (a) that this the Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and (b) the date to which the annual rent and any amounts of fixed rent, additional rent, or other payments due hereunder from Tenant have been paid in advancesums, if any, which are payable in respect of the Lease and stating the commencement date and expiration date of the Lease, (c) the dates to which the fixed rent, additional rent, and other sums which are payable in respect to the Lease have been paid, (d) whether or not there are defenses Tenant is entitled to any then presently accrued credits or offsets claimed by against rent, and, if so, the maker reasons therefor and the amount thereof, (e) that to Tenant's actual knowledge (without investigation) it is not in default in the performance of any of its obligations under the Lease and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute such a default, (f) whether or not, to the actual knowledge (without investigation) of the certificate and whether or not to the best person certifying on behalf of knowledge of the signer of such certificate the other party Tenant, Landlord is in default in the performance of any covenant agreement or condition contained in this of its obligations under the Lease, and and, if so, Specifying each such default of which specifying the maker may have knowledge and if requestedsame, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseg) whether or not, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance actual knowledge (without investigation) of such person, any event has occurred which with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date giving of such notice or passage of time, or both would constitute such a default, and, if so, specifying each such event, and shall constitute(h) whether or not, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date actual knowledge (without investigation) of such notice; providedperson, however Tenant has any then presently accrued claims, defenses or counterclaims against Landlord under the Lease, and, if so, specifying the same, it being intended that nothing contained any such statement delivered pursuant hereto shall be deemed a certification by Tenant to be relied upon by Lender and by others with whom Lender may be dealing. Tenant also shall include in any such statement such other information concerning the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as status of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease as Lender may reasonably request.
Appears in 2 contracts
Sources: Deed of Trust and Security Agreement, Deed of Trust and Security Agreement (American Assets Trust, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each willagrees periodically, at any time and from time but not more than two (2) times per year, to time, furnish within ten twenty (1020) days following after written notice request by Landlord or the other party hereto specifying that it is given pursuant to this Sectionholder of any deed of trust, execute, acknowledge and deliver to mortgage or security agreement covering the party who gave such notice, Project or its designateany interest of Landlord therein, a statement in writing certificate signed by a Tenant certifying (a) that this Lease is unmodified and in full force and effect and unmodified (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) as to the Commencement Date and the date through which Monthly Rental has been paid, (c) that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to which the annual rent and any other payments due hereunder from Tenant be made by Landlord have been completed to the satisfaction of Tenant, or if Tenant has not accepted or if Landlord’s work is not complete, stating same, (d) that except as stated in the certificate no Rent has been paid more than thirty (30) days in advanceadvance of its due date, if any(e) that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate), and stating whether or not there are defenses or offsets claimed by (f) that except as stated in the maker certificate, Tenant, as of the certificate and whether or not date of such certificate, has, to the best of knowledge Tenant’s current actual knowledge, no charge, lien, or claim of offset against Rent due or to become due, (g) that except as stated in the signer certificate. Landlord is not then, to the best of such certificate the other party is Tenant’s current actual knowledge, in default in performance of any covenant agreement or condition contained in under this Lease, and if so(h) that there are no renewal or extension options, Specifying each such default purchase options, rights of which first refusal or the maker may have knowledge and if requested, such financial information concerning like in favor of Tenant and Tenant’s business operations (and the Guarantor of this Lease, if except as set forth in this Lease be guaranteedand (i) as to such other matters as may be reasonably requested by Landlord or the holder of any Mortgagee such deed of trust, mortgage or prospective mortgagee or purchasersecurity agreement. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given Any such notice, which certificate may be relied on upon by any person holding or proposing to acquire an interest in the Building ground lessor, prospective purchaser, secured party, mortgagee or any party beneficiary under any mortgage, deed of trust on the Project or any part thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date interest of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sametherein.
Appears in 2 contracts
Sources: Sublease (Encore Capital Group Inc), Sublease (Encore Capital Group Inc)
Estoppel Certificate. Each of Landlord and Tenant agree that each willshall, at any time and from time to time, within but no more frequently than twice per Lease Year, upon receipt of not less than ten (10) days following Business Days’ prior written notice by request from the other party hereto specifying that it is given pursuant to this Sectionhereto, execute, acknowledge and deliver to furnish an estoppel certificate executed by an appropriate officer with knowledge of the party who gave such notice, or its designate, a statement in writing matters set forth therein (an “Estoppel Certificate”) certifying (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same this Lease is in full force and effect as modified and stating setting forth the modifications), ; (ii) the Rent and Additional Charges payable hereunder and the date dates to which the annual rent Rent and any other payments due hereunder from Tenant Additional Charges payable have been paid paid; (iii) that the address for notices to be sent to the party furnishing such Estoppel Certificate is as set forth in advancethis Lease (or, if anysuch address for notices has changed, and stating the correct address for notices to such party); (iv) whether or not there are defenses not, to its actual knowledge, such party or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party hereto is in default in the performance of any covenant covenant, agreement or condition contained in this Lease (together with, back-up calculation and information reasonably necessary to support the determination and calculation of the financial calculations required under this Lease, including, without limitation, the calculation of the Escalation amount and Tenant’s compliance with Section 23.3) and, if so, Specifying specifying each such default of which the maker such party may have knowledge knowledge; (v) that Tenant is in possession of the Leased Property; and if requested(vi) responses to such other questions or statements of fact as such other party, such financial information concerning Tenant and any ground or underlying landlord, any purchaser or any current or prospective Fee Mortgagee or Permitted Leasehold Mortgagee or Permitted Credit Facility Lender shall reasonably request. Landlord’s or Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a such statement in accordance with the provisions of this Section within said ten (10) business day period such time shall constitute an acknowledgmentacknowledgement by such failing party that, by the party given to such noticeparty’s knowledge, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that (x) this Lease is unmodified and in full force and effect except as may be represented to the contrary by the other party; (y) the other party is not in default in the performance of any covenant, agreement or condition contained in this Lease; and that (z) the other matters set forth in such rents have been duly request, if any, are true and fully paid correct. Any such certificate furnished pursuant to an including this Article XXIII may be relied upon by the respective due dates immediately preceding receiving party and any current or prospective Fee Mortgagee, Permitted Leasehold Mortgagee, Permitted Credit Facility Lender, ground or underlying landlord or purchaser of the date of such notice and shall constituteLeased Property. Each Guarantor or Tenant, as to any person entitled as aforesaid to rely upon such statementsthe case may be, waiver shall deliver a written notice within ten (10) Business Days of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as obtaining knowledge of the date occurrence of a default hereunder. Such notice shall include a detailed description of the default and the actions such notice andGuarantor or Tenant has taken or shall take, unless expressly consented if any, to in writing by Landlord, and Tenant shall still remain liable for the sameremedy such default.
Appears in 2 contracts
Sources: Purchase Agreement (MGM Resorts International), Master Lease (MGM Growth Properties Operating Partnership LP)
Estoppel Certificate. Landlord and Tenant agree that each will, Either party shall at any time and from time to time, within time upon not less than ten (10) days following written business days’ prior notice by to the other party hereto specifying that it is given pursuant to this Section(the “Requesting Party”), execute, acknowledge and deliver to the party who gave such notice, or its designate, Requesting Party a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent Yearly Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default and such other facts as the Requesting Party may reasonably request and which are customarily included in estoppels certificates, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (Building or of the Building and the Guarantor land or of this Leaseany interest of Landlord therein, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee mortgagee or prospective mortgagee thereof, any lessor or purchaserprospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. The failure Time is of either party the essence in respect of any such requested certificate, both parties hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sale and the like. If Tenant fails to execute, acknowledge so execute and deliver to the other a statement in accordance with the provisions of this Section such estoppel certificate within said such ten (10) business day period period, then Landlord shall constitute an acknowledgmentbe entitled to send Tenant a second notice requesting such execution and delivery of such estoppel certificate (“Second Notice”), by and if Tenant fails to execute and deliver such estoppel certificate within three (3) days after the party given such noticeSecond Notice, which may be relied on by any person holding or proposing then Tenant shall pay to acquire an interest Landlord a fee in the Building or any party thereof or amount of Five Hundred and 00/100 Dollars ($500.00) per day for each day beyond the Premises or this Lease from or through third (3rd) day after the Second Notice that T▇▇▇▇▇ fails to execute and deliver such estoppel certificate. Such fee shall be in addition to L▇▇▇▇▇▇▇’s other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameremedies hereunder.
Appears in 2 contracts
Sources: Lease Agreement (Hubspot Inc), Lease Agreement (Hubspot Inc)
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within Upon not less than ten (10) days following business days’ prior written notice request by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing writing, which may be in the form attached hereto as Exhibit G or in another form reasonably similar thereto, or such other form as Landlord may provide from time to time, certifying all or any of the following: (i) that this Lease is unmodified and in full force and effect effect, (or ii) whether the term has commenced and Fixed Rent and Additional Rent have become payable hereunder and, if there so, the dates to which they have been modificationspaid, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor terms of this Lease, if (iv) whether Tenant has accepted possession of the Premises, (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim, (vi) whether there exist any offsets or defenses against enforcement of any of the terms of this Lease upon the part of Tenant to be guaranteedperformed, and (vii) such further information with respect to the Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant to this subsection 6.1.11 may be relied upon by any prospective purchaser or mortgagee of the Premises, or any prospective assignee of such mortgage. Tenant shall also deliver to Landlord such financial information as may be reasonably requested required by Landlord to be provided to any Mortgagee mortgagee or prospective mortgagee or purchaserpurchaser of the Premises. The If Tenant fails to deliver the estoppel certificate within the required time period, and such failure continues for an additional five (5) days following a second written request from Landlord, then Tenant shall be obligated to pay to Landlord, as Additional Rent within twenty (20) days of either party to executedemand, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest fee in the Building or any party thereof or amount of $500.00 per day for each day that Tenant fails to deliver the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained requested estoppel in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as period beginning on the day after the expiration of the date of such notice and, unless expressly consented to in writing by Landlordinitial 10-day period, and ending on the day Tenant shall still remain liable for actually delivers the sameestoppel.
Appears in 2 contracts
Sources: Office Lease (Avedro Inc), Office Lease (Avedro Inc)
Estoppel Certificate. Landlord shall, at the request of Tenant and Tenant agree that each will, shall at the request of Landlord at any time and from time to time, within time upon not less than ten (10) days following days’ prior written notice by the other party hereto specifying that it is given pursuant to this Sectionnotice, execute, acknowledge in recordable form, and deliver to the party who gave such noticeother, or for the Tenant to its designateauditor or a prospective purchaser of its business or assets, or to its assignee or subtenant if acceptable to Landlord, or for the Landlord to Landlord’s mortgagee, auditors or a prospective purchaser of the Project or any part thereof, a statement in writing certifying certificate stating that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as so modified, is in full force and effect and stating the modificationseffect), and the dates to which the Rent and other charges are paid, and that Tenant is paying Rent on a current basis with no offsets or claims, and there are not, to Tenant’s or Landlord’s knowledge, as the case may be, any uncured defaults on the part of Landlord or of Tenant (or specifying such offsets, claims or defaults, if any are claimed). Such certificate may require the party giving it to specify the date of commencement of Rent, the Commencement Date, the Termination Date, the Base Rent, and Additional Rent estimates, the date to which Rent has been paid, whether or not Landlord has completed any improvements required to be made to the annual rent Demised Premises and such other matters as may be reasonably requested. It is expressly understood and agreed that any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the Project or by any ground lessor, or by a purchaser or assignee or lender to Tenant or to auditors of either party hereto or by any other payments due person to whom it is delivered. The failure to deliver such statement within the time required hereunder from Tenant have shall, at the option of the requesting party, be a default under this Lease, or be conclusive evidence, binding upon the nonperforming party that this Lease is in full force and effect, without modification except as may be represented by the requesting party, that there are no uncured defaults by the requesting party and that no more than one (1) month’s Rent has been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease nonperforming party shall be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease estopped from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of asserting any defaults which may exist prior known to the date of such notice; provided, however it at that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sametime.
Appears in 2 contracts
Sources: Lease Agreement (Certified Diabetic Services Inc), Lease Agreement (Medical Solutions Management Inc.)
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) business days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.
Appears in 2 contracts
Sources: Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each willTenant, at any time and shall, from time to time, within ten (10) days following written notice Business Days after request by the other party hereto specifying that it is given pursuant to this SectionLender, execute, acknowledge and deliver to the party who gave such notice, or its designate, Lender a statement in writing by Tenant certifying (a) that this the Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and (b) the date to which the annual rent and any amounts of fixed rent, additional rent, or other payments due hereunder from Tenant have been paid in advancesums, if any, which are payable in respect of the Lease and stating the commencement date and expiration date of the Lease, (c) the dates to which the fixed rent, additional rent, and other sums which are payable in respect to the Lease have been paid, (d) whether or not there are defenses Tenant is entitled to any then presently accrued credits or offsets claimed by against rent, and, if so, the maker reasons therefor and the amount thereof, (e) that to Tenant’s actual knowledge (without investigation) it is not in default in the performance of any of its obligations under the Lease and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute such a default or, if so, specifying the nature of such default, (f) whether or not, to the actual knowledge (without investigation) of the certificate and whether or not to the best person certifying on behalf of knowledge of the signer of such certificate the other party Tenant, Landlord is in default in the performance of any covenant agreement or condition contained in this of its obligations under the Lease, and and, if so, Specifying each specifying the same, and (g) whether or not, to the actual knowledge (without investigation) of such default of which person, Tenant has any then presently accrued claims, defenses or counterclaims against Landlord under the maker Lease, and, if so, specifying the same, it being intended that any such statement delivered pursuant hereto shall be deemed a certification by Tenant to be relied upon by Lender and by others with whom Lender may have knowledge and if requested, be dealing. Tenant also shall include in any such financial statement such other information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as status of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease as Lender may reasonably request.
Appears in 2 contracts
Sources: Deed of Trust and Security Agreement (American Assets Trust, Inc.), Deed of Trust and Security Agreement (American Assets Trust, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to time, within ten twenty (1020) days following after receipt of written notice by request from the other party hereto specifying that it is given pursuant to this SectionLandlord or any Mortgagee, execute, acknowledge and deliver deliver, without charge, to the party who gave such noticeLandlord, the Mortgagee or its designateany other person designated, a statement in writing certifying certifying: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that identifying the same is in full force and effect and stating the modifications), and by the date thereof and specifying the nature thereof); (ii) that, to the knowledge of the Tenant, there exist no defaults (or if there be any defaults, specifying the same); (iii) the amount of the Basic Rent, the dates to which the annual rent Basic Rent, Additional Rent and any other payments due sums and charges payable hereunder from Tenant have been paid in advancepaid; (iv) that, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate Tenant, there exist no claims against the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which Landlord except for the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if continuing obligations under this Lease be guaranteed(or if the certifying party has any such claims, specifying the same); and (v) such other matters as the requesting party or the Mortgagee may be reasonably requested by any Mortgagee or prospective mortgagee or purchaserrequest. The failure Landlord shall, from time to time, within twenty (20) days after receipt of either party to written request from Tenant, execute, acknowledge and deliver deliver, without charge, to the Tenant or any other person designated, a statement in accordance with the provisions of this Section within said ten writing certifying: (10i) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents (or if there have been duly and fully paid to an including modifications, identifying the respective due dates immediately preceding same by the date of such notice thereof and shall constitutespecifying the nature thereof); (ii) that, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date knowledge of such noticeLandlord, there exist no defaults (or if there be any defaults, specifying the same); provided, however that nothing contained in (iii) the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as amount of the date Basic Rent, the dates to which the Basic Rent, Additional Rent and other sums and charges payable hereunder have been paid; (iv) that, to the knowledge of such notice and, unless expressly consented to in writing by the Landlord, and there exist no claims against the Tenant shall still remain liable except for the continuing obligations under this Lease (or if the certifying party has any such claims, specifying the same); and (v) such other matters as the requesting party may reasonably request.
Appears in 2 contracts
Sources: Lease (ConforMIS Inc), Lease Agreement (ConforMIS Inc)
Estoppel Certificate. Landlord and Tenant agree that each willTenant, at any time and shall, from time to time, within ten (10) days following written notice [ ] Business Days after request by the other party hereto specifying that it is given pursuant to this SectionLender, execute, acknowledge and deliver to the party who gave such notice, or its designate, Lender a statement in writing by Tenant certifying (a) that this the Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and (b) the date to which the annual rent and any amounts of fixed rent, additional rent, or other payments due hereunder from Tenant have been paid in advancesums, if any, which are payable in respect of the Lease and stating the commencement date and expiration date of the Lease, (c) the dates to which the fixed rent, additional rent, and other sums which are payable in respect to the Lease have been paid, (d) whether or not there are defenses Tenant is entitled to any then presently accrued credits or offsets claimed by against rent, and, if so, the maker reasons therefor and the amount thereof, (e) that to Tenant’s actual knowledge (without investigation) it is not in default in the performance of any of its obligations under the Lease and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute such a default, (f) whether or not, to the actual knowledge (without investigation) of the certificate and whether or not to the best person certifying on behalf of knowledge of the signer of such certificate the other party Tenant, Landlord is in default in the performance of any covenant agreement or condition contained in this of its obligations under the Lease, and and, if so, Specifying each such default of which specifying the maker may have knowledge and if requestedsame, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseg) whether or not, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance actual knowledge (without investigation) of such person, any event has occurred which with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date giving of such notice or passage of time, or both would constitute such a default, and, if so, specifying each such event, and shall constitute(h) whether or not, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date actual knowledge (without investigation) of such notice; providedperson, however Tenant has any then presently accrued claims, defenses or counterclaims against Landlord under the Lease, and, if so, specifying the same, it being intended that nothing contained any such statement delivered pursuant hereto shall be deemed a certification by Tenant to be relied upon by Lender and by others with whom Lender may be dealing. Tenant also shall include in any such statement such other information concerning the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as status of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease as Lender may reasonably request.
Appears in 2 contracts
Sources: Deed of Trust and Security Agreement (American Assets Trust, Inc.), Mortgage, Assignment of Leases and Rents, Security Agreement (American Assets Trust, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to time, within upon not less than ten (10) days following days’ prior written notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing (the “Estoppel Certificate”) certifying the following information, (but not limited to the following information in the event further information is requested by Landlord): (i) that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as modified, is in full force and effect and stating effect); (ii) the modifications), and the date dates to which the annual rent rental and any other payments due hereunder from Tenant have been charges are paid in advance, if any; (iii) the amount of Tenant’s security deposit, if any; and (iv) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, and stating whether no events or not there 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 defenses claimed. It is expressly understood and agreed that any such statement may be relied upon by any prospective purchaser or offsets claimed by the maker encumbrancer of all or any portion of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Real Property. Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a such statement in accordance with the provisions of this Section within said ten (10) business day period such time shall constitute an acknowledgmentadmission by Tenant that all statements contained therein are true and correct. Furthermore, if Tenant fails to timely deliver an Estoppel Certificate to Landlord pursuant to the terms of this Article 25, then without limiting any other rights and remedies of Landlord, Landlord shall have the right to charge Tenant an amount equal to $500 per day for each day thereafter until Tenant delivers to Landlord an Estoppel Certificate pursuant to the terms hereof. Tenant acknowledges and agrees that (A) such charge compensates Landlord for the administrative costs caused by the party given delinquency, and (B) Landlord’s damage would be difficult to compute and the amount stated in this paragraph represents a reasonable estimate of such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified damage. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact and in full force Tenant’s name, place and effect stead to execute any and that such rents have been duly and fully paid all documents described in this Article 25 if Tenant fails to an including do so within the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samespecified time period.
Appears in 2 contracts
Sources: Reaffirmation, Consent to Transfer and Substitution of Indemnitor (Hudson Pacific Properties, Inc.), Standard Office Lease (Prospect Acquisition Corp)
Estoppel Certificate. Landlord and Tenant agree that each willA. At any time, at any time and from time to time, within ten Lessee shall, promptly and in no event later than fifteen (1015) days following written notice by the other party hereto specifying that it is given pursuant to this Sectionafter a request from Lessor or Lender, execute, acknowledge and deliver to Lessor or Lender a certificate in the party who gave such noticeform supplied by Lessor, Lender or its designateany present or proposed mortgagee or purchaser designated by Lessor, a statement in writing certifying certifying: (i) that Lessee has accepted the Properties and Equipment (or, if Lessee has not done so, that Lessee has not accepted the Properties, and specifying the reasons therefor); (ii) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (iii) the commencement and expiration dates of the Lease Term, including the terms of any extension options of Lessee; (iv) the date to which the annual rent and any other payments due hereunder from Tenant rentals have been paid in advance, if any, under this Lease and stating the amount thereof then payable; (v) whether or not there are defenses or offsets claimed then any existing defaults by Lessor in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in its obligations under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseand, if there are any such defaults, specifying the nature and extent thereof; (vi) that no notice has been received by Lessee of any default under this Lease be guaranteedwhich has not been cured, except as to defaults specified in the certificate; (vii) as may be the capacity of the person executing such certificate, and that such person is duly authorized to execute the same on behalf of Lessee; (viii) that neither Lessor nor Lender has actual involvement in the management or control of decision making related to the operational aspects or the day-to-day operations of the Properties, including the USTs or the handling or disposal of Hazardous Materials; and (ix) any other information reasonably requested by any Mortgagee Lessor, Lender or prospective such present or proposed mortgagee or purchaser. The failure of either party .
B. If Lessee shall fail or refuse to execute, acknowledge and deliver to the other sign a statement certificate in accordance with the provisions of this Section within said ten fifteen (1015) business day period shall constitute an acknowledgmentdays following a request by Lessor, by Lessee irrevocably constitutes and appoints Lessor as its attorney-in-fact to execute and deliver the certificate to any third party given requesting such noticecertificate, which may be relied on by any person holding or proposing to acquire it being stipulated that such power of attorney is coupled with an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease and is unmodified irrevocable and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such noticebinding; provided, however however, that nothing contained in the provision Lessor's execution and delivery of this Section such certificate on behalf of Lessee shall constitute waiver by Landlord of not cure any default in payment arising by reason of rent or other charges existing as of the date of Lessee's failure to execute and deliver such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samecertificate.
Appears in 2 contracts
Sources: Master Lease (Alon USA Energy, Inc.), Master Lease (Alon USA Energy, Inc.)
Estoppel Certificate. Within ten (10) business days of a written -------------------- request from Landlord, Tenant shall execute estoppel certificates addressed to (i) any mortgagee or prospective mortgagee of Landlord or, (ii) any purchaser or prospective purchaser of all or any portion of, or interest in, the Project, on a form specified by Landlord, certifying as to such facts (if true) and agreeing to such notice provisions and other matters as such mortgagee(s) or purchaser(s) may reasonably require; provided, however, that in no event shall any such estoppel certificate require an amendment of the provisions hereof, although Tenant agree shall be bound by the statements made in such certificate. In the event that each will, at any time and from time Tenant fails or refuses to time, deliver such an estoppel certificate to Landlord within ten (10) days following of a written request from Landlord, then Landlord may give to Tenant a second notice, reiterating the request that Tenant execute an estoppel certificate in the form specified by Landlord and stating that, if Tenant fails to do so within five (5) days of the receipt by Tenant of such second notice from Landlord, Tenant shall be deemed to be bound by the other party hereto specifying statements set forth in the form of certificate which Landlord requested that it is given pursuant Tenant deliver. In the event that Tenant fails to this Section, execute, acknowledge and deliver to an estoppel certificate in the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect form specified by Landlord within five (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker 5) days of the certificate and whether or not receipt by Tenant of such second notice from Landlord, Tenant shall conclusively be deemed, without exception, to have acknowledged the best of knowledge correctness of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest statements set forth in the Building or any party thereof or the Premises or this Lease from or through the other party, form of certificate which Landlord requested that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by LandlordTenant deliver, and Tenant shall still remain liable be estopped from denying the correctness of each such statement, such that a mortgage or purchaser may rely on the correctness of the statements in such form of certificate, as if made and certified by Tenant. A failure by Tenant to deliver an estoppel certificate in the form specified by Landlord within fifteen (15) business days of the receipt by Tenant of an initial request from Landlord for the samesuch certificate shall also constitute a material breach of this Lease by Tenant.
Appears in 2 contracts
Sources: Office Building Lease (Actuate Corp), Office Building Lease (Actuate Corp)
Estoppel Certificate. Landlord and 33.1 Tenant agree that each willshall, at any time and from time to time, within ten as requested by Landlord, upon fifteen (1015) days following written notice by the other party hereto specifying that it is given pursuant to this Sectiondays’ prior notice, execute, acknowledge execute and deliver to the party who gave such notice, or its designate, Landlord a statement in writing setting forth the Commencement Date, the Expiration Date, the Minimum Rent and Additional Rent and certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent Minimum Rent and any other payments due hereunder from Tenant Additional Rent have been paid in advancepaid, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not not, to the best of knowledge of the signer of such certificate the other party Tenant, Landlord is in default in performance of any covenant agreement or condition contained in of its obligations under this Lease, and and, if so, Specifying specifying each such default of which the maker Tenant may have knowledge knowledge, and if requested, such financial information concerning Tenant and Tenant’s business operations (and whether there exist any offsets or defenses against enforcement of any of the Guarantor terms of this LeaseLease upon the part of Tenant to be performed, and, if this Lease be guaranteed) as so, specifying the same, and any other information Landlord may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon by others with whom Landlord may be dealing.
33.2 Landlord shall, at any time and from time to time, as reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to executeTenant, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said upon ten (10) business day period shall constitute an acknowledgment, by the party given such days’ prior notice, which may be relied on by any person holding or proposing execute and deliver to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, Tenant a statement certifying that this Lease is unmodified and in full force and effect and that such rents (or if there have been duly modifications, that the same is in full force as modified and fully paid stating the modifications), the dates to an including which the respective due dates immediately preceding Minimum Rent and Additional Rent have been paid, the date amount of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing Tenant’s security deposit then being held by Landlord, and whether or not, to the best knowledge of Landlord, Tenant shall still remain liable for the sameis in default in performance of any of its obligations under this Lease, and, if so, specifying each such default of which Landlord may have knowledge.
Appears in 2 contracts
Sources: Lease Agreement (Armstrong World Industries Inc), Lease Agreement (Armstrong Flooring, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each willAt any time, at any time and from time to time, within ten Tenant shall, promptly and in no event later than twenty (1020) days following written notice by the other party hereto specifying that it is given pursuant to this Sectionafter a request from Landlord or any Lender or mortgagee of Landlord, execute, acknowledge and deliver to Landlord or such Lender or mortgagee, as the party who gave such notice, or its designatecase may be, a statement certificate in writing certifying the form supplied by Landlord, certifying: (a) that Tenant has accepted the Property; (b) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (c) the commencement and expiration dates of the Lease Term; (d) the date to which the annual rent and any other payments due hereunder from Tenant Rentals have been paid in advance, if any, under this Lease and stating the amount thereof then payable; (e) whether or not there are defenses or offsets claimed then any existing defaults by Landlord in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in its obligations under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseand, if there are any such defaults, specifying the nature and extent thereof; (f) that no notice has been received by Tenant of any default under this Lease be guaranteedwhich has not been cured, except as to defaults specified in the certificate; (g) as may be the capacity of the Person executing such certificate, and that such Person is duly authorized to execute the same on behalf of Tenant; (h) that neither Landlord nor any Lender or mortgagee has actual involvement in the management or control of decision making related to the operational aspects or the day-to-day operation of the Property, including any handling or disposal of Hazardous Materials or Regulated Substances; and (i) any other information reasonably requested by Landlord or any Mortgagee Lender or prospective mortgagee mortgagee, as the case may be. If Tenant shall fail or purchaser. The failure of either party refuse to execute, acknowledge and deliver to the other sign a statement certificate in accordance with the provisions of this Section 9.05 within said ten twenty (1020) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing days following a request by Landlord, Tenant irrevocably constitutes and Tenant shall still remain liable for appoints Landlord as its attorney-in-fact to execute and deliver the samecertificate to any such third party, it being stipulated that such power of attorney is coupled with an interest and is irrevocable and binding.
Appears in 2 contracts
Sources: Lease Agreement (Nortech Systems Inc), Lease Agreement (Nortech Systems Inc)
Estoppel Certificate. Landlord and Tenant agree Each party agrees that each it will, at any time and from time to time, within ten (10) business days following written notice by the other requesting party hereto specifying that it is given pursuant to this Sectionsection, execute, acknowledge and deliver to the requesting party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent Base Rent, Percentage Rent and any other payments due hereunder from Tenant Lessee have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate certifying party and whether or not to the best of knowledge of certifying party, the signer of such certificate the other requesting party is in default in performance of any covenant any, covenant, agreement or condition contained in this Lease, and if so, Specifying specifying each such default of which the maker certifying party may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaserknowledge. The failure of either the certifying party to execute, acknowledge and deliver to the other requesting party a statement in accordance with the provisions of this Section within said ten (10) business day period period, shall constitute an acknowledgment, acknowledgment by the party given such noticecertifying party, which may be relied on by any person holding or proposing to acquire an interest in the Building Premises or any party thereof or the Premises or this Lease from or through the other partythereof, that this Lease is unmodified and in full force and effect and that such rents all Rent and dues have been duly and fully paid to an and including the respective due dates immediately preceding the date of such notice notice, and shall constitute, as to any person entitled as aforesaid to rely upon such statementsstatement, a waiver of any defaults which may exist prior to the date of such notice; provided, however . It is agreed that nothing contained in the provision provisions of this Section shall constitute waiver by Landlord requesting party of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlordrequesting party and, and Tenant certifying party shall still remain liable for the same. There will be a two hundred fifty dollar ($250.00) regulatory fee per Section 166.221, Florida Statutes for each request made of Lessor for each Estoppel Certificate Requested, payment in full shall be made at the time of the request. No certificate shall be issued without payment of the fee.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
Estoppel Certificate. Landlord and Tenant agree that each willA. At any time, at any time and from time to time, within ten Tenant shall, promptly and in no event later than fifteen (1015) days following written notice by the other party hereto specifying that it is given pursuant to this Sectionafter a request from Landlord, execute, acknowledge and deliver to Landlord a certificate in the party who gave form attached hereto as Exhibit “D” or such notice, or its designate, a statement in writing certifying other form as may be supplied by Landlord certifying: (i) that Tenant has accepted the Premises; (ii) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified (or if modified, setting forth all modifications); (iii) the commencement and expiration dates of the Term, and including the terms of any extension options of Tenant; (iv) the date to which the annual rent and any other payments due hereunder from Tenant rentals have been paid in advance, if any, under this Lease and stating the amount thereof then payable; (v) whether or not there are defenses or offsets claimed then any existing defaults by Landlord in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in its obligations under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseand, if there are any such defaults, specifying the nature and extent thereof; (vi) that Tenant is not in default under this Lease be guaranteedbeyond any grace or cure periods, except as to defaults specified in the certificate; (vii) as may be the capacity of the person executing such certificate, and that such person is duly authorized to execute the same on behalf of Tenant; (viii) that Landlord has no actual involvement in the management or control of decision making related to the operational aspects or the day-to-day operations of the Premises; and (ix) any other information reasonably requested by Landlord.
B. At any Mortgagee or prospective mortgagee or purchaser. The failure of either party time, and from time to executetime, acknowledge and deliver Tenant shall, at Landlord’s request, use commercially reasonable efforts to the other obtain estoppel certificates, in a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, form requested by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building Landlord or any party thereof or the Premises or this Lease Landlord Mortgagee, from or through the other partyany applicable counterparties under any applicable declarations, that this Lease is unmodified covenants, conditions and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constituterestrictions, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent reciprocal easement agreements or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameencumbrances.
Appears in 2 contracts
Sources: Lease Agreement (Big Lots Inc), Lease Agreement (Big Lots Inc)
Estoppel Certificate. Landlord and Tenant agree that each willAt any time, at any time and from time to time, within Lessee shall, promptly and in no event later than ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this SectionBusiness Days after a request from Lessor or any Lender or mortgagee 4830-1362-4631.5 STORE/Synalloy Master Lease Agreement 6 Properties in OH, SC, TN and TX File No. 7210/02-475 of Lessor, execute, acknowledge and deliver to Lessor or such Lender or mortgagee, as the party who gave such notice, or its designatecase may be, a statement certificate in writing certifying the form supplied by Lessor, certifying: (a) that Lessee has accepted the Properties; (b) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (c) the commencement and expiration dates of the Lease Term; (d) the date to which the annual rent and any other payments due hereunder from Tenant Rentals have been paid in advance, if any, under this Lease and stating the amount thereof then payable; (e) whether or not there are defenses or offsets claimed then any existing defaults by Lessor in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in its obligations under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseand, if there are any such defaults, specifying the nature and extent thereof; (f) that no notice has been received by Lessee of any default under this Lease be guaranteedwhich has not been cured, except as to defaults specified in the certificate; (g) as may be the capacity of the Person executing such certificate, and that such Person is duly authorized to execute the same on behalf of Lessee; (h) that neither Lessor nor any Lender or mortgagee has actual involvement in the management or control of decision making related to the operational aspects or the day‑to‑day operation of the Properties, including any handling or disposal of Hazardous Materials or Regulated Substances; and (i) any other information reasonably requested by Lessor or any Mortgagee Lender or prospective mortgagee mortgagee, as the case may be. If Lessee shall fail or purchaser. The failure of either party refuse to execute, acknowledge and deliver to the other sign a statement certificate in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgmentdays following a request by Lessor, by Lessee irrevocably constitutes and appoints Lessor as its attorney‑in‑fact to execute and deliver the party given certificate to any such noticethird party, which may be relied on by any person holding or proposing to acquire it being stipulated that such power of attorney is coupled with an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease and is unmodified irrevocable and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samebinding.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree that each will, shall at any time and from time to time, within ten time upon not less than fifteen (1015) days following written days’ prior notice by the other party hereto specifying that it is given pursuant from Landlord or from a Mortgagee to this SectionTenant, execute, acknowledge and deliver to the party who gave making such noticerequest a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), the dates to which Rent has been paid in advance, if any, and stating whether or not to the best knowledge of the signer of such certificate Landlord is in default in performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of any interest in the Building, the Property or any portion thereof, any Mortgagee or prospective Mortgagee, any tenant or prospective tenant thereof, any prospective assignee of any Mortgage, or its designateany other party designated by Landlord. The form of any such requested written statement shall be reasonable and in any event satisfactory to the requesting party. Landlord shall at any time and from time to time upon not less than fifteen (15) days’ prior notice from Tenant, execute, acknowledge and deliver to Tenant or such other person or entity as Tenant may direct, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent and any other payments due hereunder from Tenant have Rent has been paid in advance, if anypaid, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of actual knowledge of the signer of such certificate the other party Tenant is then in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default of which the maker signer may have knowledge and if requestedknowledge, it being intended that any such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of statement delivered pursuant to this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which paragraph may be relied on upon by any person holding or proposing entity to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease which such certificate is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such noticeaddressed; provided, however that nothing contained however, that, in the provision of this Section no event shall constitute waiver any such statement given by Landlord be deemed to modify this Lease in anyway. Upon receipt of an invoice therefor, Tenant agrees to reimburse Landlord for all reasonable costs and expenses incurred by Landlord in providing any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samecertificate.
Appears in 1 contract
Sources: Building Lease (D8 Holdings Corp.)
Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to timetime hereafter, within ten but not more frequently than twice in any one year period (10or more frequently if such request is made in connection with any sale by Landlord of its fee interest or sale or mortgage by Tenant of Tenant’s leasehold interest or permitted subletting by Tenant under this Lease) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such noticeTenant (or at Tenant’s request, to any prospective Lender, or its designateother prospective transferee of Tenant’s interest under this Lease) or to Landlord (or at Landlord’s request, to any prospective transferee of Landlord’s fee interest), as the case may be, within thirty (30) business days after a request, a statement certificate substantially in writing certifying the form of Exhibit E stating to the best of such person’s knowledge after a commercially reasonable inquiry
(a) that this Lease is unmodified and in full force and effect (or or, if there have been modifications, that the same this Lease is in full force and effect as modified, and stating the modificationsmodifications or if this Lease is not in full force and effect, so stating), and (b) the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advancedates, if any, to which Base Rent and stating other sums payable hereunder have been paid, (c) whether or not not, to the knowledge of the certifying person, there are defenses or offsets claimed then existing any material defaults under this Lease (and if so, specifying the same) and (d) any other matter actually known to the certifying person, directly related to this Lease and reasonably requested by the maker requesting Party or customarily included in estoppel certificates for the transaction in question. In addition, if requested, at the request of the requesting person, the certifying person shall attach to such certificate a copy of this Lease and whether or not any amendments thereto, and include in such certificate a statement by the certifying person that, to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requestedits knowledge, such financial information concerning Tenant attachment is a true, correct and Tenant’s business operations (and the Guarantor complete copy of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaserincluding all modifications thereto. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given Any such notice, which certificate may be relied on upon by any the requesting person holding or proposing to acquire an interest in the Building a prospective Mortgagee, or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date prospective transferee of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of interest under this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease.
Appears in 1 contract
Sources: Ground Lease Agreement
Estoppel Certificate. Landlord and Tenant agree that each will, at (a) At any time during the period beginning on the Effective Date and from time to timeending with the termination of this Lease, Tenant shall, within ten twenty (1020) days following written notice of the request by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such noticeLandlord, any Mortgagee, prospective Mortgagee, Lessor, or its designateany prospective purchaser or transferee of the Property, a statement the Building, or both (as designated by Landlord), or any mortgagee or prospective mortgagee of such prospective purchaser or transferee, an estoppel certificate substantially in writing certifying that the form attached to this Lease is unmodified and as Exhibit I or in full force and effect such other form as Landlord or such other requesting party may from time to time require, evidencing (a) whether or if there have been modifications, that the same not this Lease is in full force and effect effect; (b) whether or not this Lease has been amended in any way (and stating indicating any such amendments); (c) whether or not Tenant has accepted and is occupying the modifications), and Premises; (d) to the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating best of its knowledge whether or not there are any existing defaults on the part of Landlord hereunder or defenses or offsets claimed by against the maker enforcement of the certificate and whether or not this Lease to the best of knowledge of Tenant (specifying the signer nature of such certificate defaults, defenses or offsets, if any); (e) the date to which Rent and other party is amounts due hereunder, if any, have been paid, including any amounts which are paid in default in performance advance; (f) the specific dates of any covenant agreement or condition milestone dates contained in this the Lease, ; and if so, Specifying each (g) any such default of which the maker may have knowledge and if requested, such financial other information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by Landlord. Each certificate delivered pursuant to this Section may be relied on by Landlord, any prospective purchaser or transferee of Landlord’s interest hereunder, or any Mortgagee or prospective mortgagee Mortgagee, or purchaser. The failure any Ground Lessor.
(b) At any time during the period beginning with the execution of either party to this Lease and ending with the Termination of this lease, Landlord shall, within twenty (20) days of the request by Tenant, but not more than two (2) times in any calendar year, execute, acknowledge and deliver to Tenant an estoppel certificate in recordable form, or in such other form as Tenant may from time to time require, evidencing (i) whether or not this Lease is in full force and effect; (ii) whether or not this Lease has been amended in any way (and indicating any such amendments); (iii) whether or not Tenant has accepted and is occupying the other a statement in accordance with Premises; (iv) whether or not there are any existing defaults on the provisions part of Tenant hereunder or defenses or offsets against the enforcement of this Lease to the knowledge of Landlord (specifying the nature of such defaults, defenses or offsets, if any); (v) the date to which Rent and other amounts due hereunder, if any, have been paid; (vi) the specific dates of any milestone dates contained in the Lease; and (vii) any such other information as may be reasonably requested by Tenant. Each certificate delivered pursuant to this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by Tenant, any person holding prospective purchaser or proposing to acquire transferee of Tenant.
(c) Any estoppel certificate executed by Landlord or Tenant shall be for the sole benefit of the third party named in such estoppel certificate or its designee(s). No estoppel certificate, regardless of its contents, shall effectuate an interest in amendment of the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified terms and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision provisions of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease.
Appears in 1 contract
Sources: Lease Agreement (Longeveron LLC)
Estoppel Certificate. Landlord and Tenant agree that each will, at At any time and from time to time, within ten but in no event on less than five (105) days following prior written notice request by the other party hereto specifying that it is given pursuant to this SectionLandlord, Tenant shall execute, acknowledge and deliver to the party who gave such noticeLandlord, or its designatepromptly upon request, a statement certificate in writing certifying the form of Exhibit “E” attached hereto (“Estoppel Certificate”), certifying: (a) that Tenant has accepted the Premises (or, if Tenant has not done so, that Tenant has not accepted the Premises, and specifying the reasons therefor); (b) the Commencement Date and Expiration Date of this Lease; (c) whether to the best knowledge of Tenant there are then existing any defaults by Landlord in the performance of its obligations under this Lease (and, if so, specifying the same); (d) that this Lease is unmodified and in full force and effect (or or, if there have been modifications, that the same this Lease is in full force and effect effect, as modified, and stating the modificationsdate and nature of each modification); (e) the capacity of the person executing such certificate, and that such person is duly authorized to execute the date to which same on behalf of Tenant; (f) the annual rent and any other payments due hereunder from Tenant have been paid in advancedate, if any, to which rent and stating whether or other sums payable hereunder have been paid; (g) Tenant is not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default under the Lease nor does any event exist which, with the passage of time or the giving of notice or both would constitute an Event of Default; except as to defaults specified in performance the certificate; (h) the amount of any covenant agreement or condition contained in this Lease, security deposit and if so, Specifying each prepaid rent; and (i) such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) other matters as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaserLandlord. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given Any such notice, which certificate may be relied on upon by any person holding prospective purchaser, mortgagee or proposing to acquire an interest in beneficiary under any Mortgage affecting the Building or any party part thereof. If Tenant fails to deliver the executed certificate within five (5) days after receipt thereof or by Tenant, then Tenant shall be deemed to have accepted the Premises or this Lease from or through the other party, and it shall be an acknowledgment by Tenant that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained statements included in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice andestoppel certificate are true and correct, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samewithout exception.
Appears in 1 contract
Sources: Office Lease (Medivation, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each will, shall at any time and from time to time, within time upon not less than ten (10) days following written days’ prior notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent and any other payments due hereunder from Tenant have Rent has been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default default, and such other facts, to the best of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseknowledge, if this Lease be guaranteed) as Landlord may reasonably request, it being intended that any such statement delivered pursuant hereto may be reasonably requested relied upon by any prospective purchaser of the Building or of any interest of Landlord therein, any Mortgagee or prospective mortgagee Mortgagee thereof, any master or purchaserground lessor or prospective master or ground lessor thereof, any master or ground lessee or prospective master or ground lessee thereof, or any prospective assignee of any mortgage thereof. The failure Time is of either party the essence with respect to executeany such requested certificate, acknowledge Tenant hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sales and the like. If Tenant shall fail to execute and deliver to Landlord any such statement within such ten-day period, Landlord shall have the other right to charge Tenant a statement in accordance with the provisions of this Section within said ten (10) business fee equal to $100 per day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified until executed and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlorddelivered, and Tenant shall still remain liable for the samepay such fee, as additional rent, within thirty (30) days after demand therefor.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree that each will, further agrees at any time and from time to time, within ten time on or before fifteen (1015) days following after written notice request by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to Landlord an estoppel certificate certifying (to the party who gave such notice, or its designate, a statement in writing certifying extent it believes the same to be true) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications), and that there have been no defaults thereunder by Landlord or Tenant (or if there have been defaults, setting forth the nature thereof), the date to which the annual rent and any other payments due hereunder from Tenant charges have been paid in advancepaid, if any, Tenant claims no present charge, lien, claim or offset against rent (or specifying the nature of any such claims), and stating whether such other matters as may be reasonably required by Landlord, Landlord's mortgagee, or not there are defenses or offsets claimed by the maker any potential purchaser of the certificate and whether Building, it being intended that any such statement delivered pursuant to this Paragraph may be relied upon by any prospective purchaser of all or not to the best any portion of knowledge Landlord's interest herein, or a holder of any mortgage or deed of trust encumbering any portion of the signer Building Complex. Tenant's failure to deliver such statement within such time shall be a default under this Lease. Notwithstanding the foregoing, in the event that Tenant does not execute the statement required by this paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purpose of executing such certificate statement or statements required by this Paragraph.
(a) The following events (herein referred to as an "event of default") shall constitute a default by Tenant hereunder;
(1) Tenant shall fail to pay when due any installment of Base Rent, Additional Rent or any other amounts payable hereunder; provided that Tenant shall be entitled to one (1) five (5) day grace period during every calendar year during which period if the Tenant pays the amounts due it shall not be in default and no late charges shall be assessed.
(2) Tenant shall fail to perform any of the other party is non- monetary agreements, terms, covenants or conditions hereof on Tenant's part to be performed, and such nonperformance shall continue for a period of fifteen (15) days after notice thereof by Landlord to Tenant; provided, however, that if Tenant cannot reasonably cure such nonperformance within fifteen (15) days, Tenant shall not be in default if it commences cure within said fifteen (15) days and diligently and continuously pursues the same to completion, with completion occurring in performance all instances within seventy-five (75) days;
(3) This Lease or the estate of Tenant hereunder shall be transferred to or shall pass to or devolve upon any other person or party in violation of the provisions of this Lease;
(4) This Lease or the Premises or any part thereof shall be taken upon execution or by other process of law directed against Tenant, or shall be taken upon or subject to any attachment at the instance of any covenant agreement creditor or condition contained in this Leaseclaimant against Tenant, and if sosaid attachment shall not be discharged or disposed of within fifteen (15) days after the levy thereof;
(5) Tenant shall file a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of he United States or under any insolvency act of any state, Specifying each or shall voluntarily take advantage of any such default law or act by answer or otherwise, or shall be dissolved or shall make an assignment for the benefit of which creditors;
(6) Involuntary proceeding under any such bankruptcy law or insolvency act or for the maker may have knowledge dissolution of Tenant shall be instituted against Tenant, or a receiver or trustee shall be appointed of all or substantially all of the property of Tenant, and if requestedsuch proceedings shall not be dismissed or such receivership or trusteeship vacated within sixty (60) days after such institution or appointment;
(7) Tenant shall fail to take possession of the Premises within thirty (30) days of the Commencement Date;
(8) Tenant shall abandon or permanently vacate the Premises for ten (10) consecutive days;
(9) Tenant shall fail to obtain a release of any mechanic's lien or post a bond, such financial information concerning Tenant and Tenant’s business operations as required herein within twenty (and 20) days after notice of the Guarantor filing of the notice of intent to lien;
(10) A guarantor of this Lease, if any, or a general partner of Tenant (if Tenant is a general or limited partnership), becomes a debtor under any state or federal bankruptcy proceedings, or becomes subject to receivership or trusteeship proceedings, whether voluntary or involuntary; except in the case of a guarantor, Tenant shall not be in default if a substitute guarantor, with acceptable creditworthiness and financial abilities in light of the responsibilities of Tenant hereunder, and otherwise acceptable to Landlord, is provided to Landlord within fifteen (15) days; and
(11) All or any part of the personal property of Tenant is seized, subject to levy or attachment, or similarly repossessed or removed from the Premises, or a receiver is appointed for all or substantially all of Tenant's assets.
(b) Upon the occurrence of an event of default, Landlord shall have the right, at its election, then or at any time thereafter and while any such event of default shall continue, to pursue any one or more of the following remedies without notice or demand whatsoever:
(1) Except as otherwise provided in C.R.S. ss. 13-40- 104(l)(e) and (e.5), as amended, give Tenant written notice of Landlord's intent to terminate this Lease be guaranteed) on the date of such notice or on any later date as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaserspecified herein, whereupon Tenant's right to possession of the Premises shall cease and this Lease, except as to Tenant's liability, shall be terminated. The failure of either party to execute, acknowledge and deliver to In the other a statement event this Lease is terminated in accordance with the provisions of this Section within said ten Paragraph, Tenant shall remain liable to Landlord for damages in an amount equal to the Base Rent, Additional Rent and other sums which would have been owing by Tenant hereunder for the balance of the Term had this Lease not been terminated, less the net proceeds, if any, of any reletting of the Premises by Landlord subsequent to such termination, deducting from such proceeds all Landlord's expenses including, without limitations, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, expenses of employees, alteration and repair costs and expenses of preparation for such reletting. Landlord shall be entitled to collect such damages from Tenant monthly on the days on which the Base Rent and other charges would have been payable hereunder if this Lease had not been terminated. Alternatively, at the option of the Landlord, in the event this Lease is so terminated, Landlord shall be entitled to recover forthwith against Tenant as damages for loss of the bargain and not as a penalty an aggregate sum, which at the time of such termination of this Lease, represents the excess, if any, of the aggregate of the Base Rent, Additional Rent and all other charges payable by Tenant hereunder that would have accrued for the balance of the Term over the aggregate fair market rental value of the Premises (10such rental value to be computed on the basis of Tenant paying not only a Base Rent and Additional Rent to Landlord for the use and occupation of the Premises, but also such other charges as are required to be paid by Tenant under the terms of this Lease) business day for the balance of such Term, both discounted to present worth at the rate of four percent (4%) per annum.
(2) Reenter and take possession of the Premises or any part thereof, and repossess the same as of Landlord's former estate and expel Tenant and those claiming through and under Tenant, and remove the effects of both or either, using such force for such purposes as may be necessary, without being liable for prosecution thereof, without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of Base Rent, Additional Rent and other charges payable or preceding breach of covenants or conditions. Should Landlord elect to reenter as provided in this subparagraph, or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord from time to time, without terminating this Lease, relet the Premises or any part thereof in Landlord's or Tenant's name, but for the account of Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term of this Lease) and on such conditions and upon other terms (which may include concessions of free Base Rent and alteration and repair of the Premises) as Landlord, in its sole discretion, may determine, and Landlord may collect and receive the Base Rents therefor. Landlord shall in no way be responsible or liable for any failure to relet the Premises, or any part thereof, or for any failure to collect any Base Rent due upon such reletting. No such reentry or taking possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease unless a written notice of such intention is given to Tenant. No notice from Landlord hereunder or under a forcible entry and detainer statute or similar law shall constitute an acknowledgment, election by Landlord to terminate this Lease unless such notice specifically so states. Landlord reserves the party given right following any such reentry and/or reletting to exercise its right to terminate this Lease by giving Tenant such written notice, in which may event the Lease will terminate as specified in said notice. In the event that Landlord does not elect to terminate this Lease but takes possession as provided for in this subparagraph, Tenant shall pay to Landlord (i) the Base Rent, Additional Rent and other charges as herein provided which would be relied on by payable hereunder if such repossession had not occurred, less (ii) the net proceeds, if any, of any person holding or proposing to acquire an interest in the Building or any party thereof or reletting of the Premises after deducting all Landlord's reasonable expenses including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, expenses of employees, alteration and repair costs and expense of preparation for such reletting. Tenant shall pay such Base Rent, Additional Rent and other sums to Landlord monthly on the days on which the Base Rent would have been payable hereunder if possession had not been retaken.
(c) No failure by Landlord to insist upon the strict performance of any agreement, term, covenant or this Lease from condition hereof or through to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach of such agreement, term, covenant or condition. No agreement, term, covenant or condition hereof to be performed or complied with by either Landlord or Tenant, and no breach thereof, shall be waived, altered or modified except by written instrument executed by the other party. No waiver of any breach shall affect or alter this Lease, that this Lease is unmodified but each and every agreement, term, covenant and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. Notwithstanding any unilateral termination of this Lease, this Lease shall continue in force and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, effect as to any person provisions hereof which require observance or performance of Landlord or Tenant subsequent to termination.
(d) Any rents or other amounts owing to Landlord hereunder which are not paid within ten (10) days of the date they are due, shall thereafter bear interest from the due date at the rate of four percent (4%) over the prime rate of interest charged by ▇▇▇▇▇ Fargo Bank of Denver (or its successor) ("Interest Rate") until paid. Similarly, any amounts paid by Landlord to cure any default of Tenant or to perform any obligation of Tenant, shall, if not repaid by the Tenant within five (5) days of demand by Landlord, thereafter bear interest from the date paid by Landlord at the Interest Rate until paid. In addition to the foregoing, Tenant shall pay to Landlord whenever any Base Rent, Additional Rent or any other sums due hereunder remain unpaid more than ten (10) days after the due date thereof, a late charge equal to ten percent (10%) of the amount due. Further, in the event of default by Tenant, in addition to all other rights and remedies, Landlord shall be entitled as aforesaid to rely upon such statementsreceive from Tenant all sums, waiver the payment of any defaults which may exist previously have been waived or abated by Landlord, or which may have been paid by Landlord pursuant to any agreement to grant Tenant a rental abatement or other monetary inducement or concession, including but not limited to any tenant finish allowance, moving allowance, and leasing commissions, together with interest thereon from the date or dates such amounts were paid by Landlord or would have been due from Tenant but for the abatement, at the Interest Rate, until paid; provided, that Landlord may only recover for such amounts to the extent they have not otherwise been amortized over the Term of the Lease prior to the date default or as part of any future Base Rent awarded to Landlord. It is understood and agreed that such notice; providedconcession or abatement was made on the condition and basis that Tenant fully perform all obligations and covenants under the Lease for the entire term.
(e) Each right and remedy provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease now or hereafter existing at law or in equity or by statute or otherwise, however that nothing contained in including, but not limited to, suits for injunctive or declaratory relief and specific performance. The exercise or commencement of the provision of this Section shall constitute waiver exercise by Landlord of any default one or more of the rights or remedies provided for in payment this Lease now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or subsequent exercise by Landlord of rent any or all other rights or remedies provided for in this Lease, or now or hereafter existing at law or in equity or by statue or otherwise. All costs incurred by Landlord in connection with collecting any amounts and damages owing by Tenant pursuant to the provisions of this Lease or to enforce any provision of this Lease, including by way of example, but not limitation, reasonable attorneys' fees from the date any such matter is turned over to an attorney, shall also be recoverable by Landlord from Tenant. Landlord and Tenant agree that any action or proceeding arising out of this Lease shall be heard by a court sitting without a jury and thus hereby waive all rights to a trial by jury.
(f) The Tenant and Landlord each hereby expressly, irrevocably, fully and forever release, waive and relinquish any and all right to trial by jury and all right to receive punitive, exemplary and consequential damages from the other (or any past, present or future director, officer, member, partner, employee, agent, representative, or advisor of the other) in any claim, demand, action, suit, proceeding or cause of action in which the Tenant and Landlord are parties, which in any way (directly or indirectly) arises out of, results from, or relates to, any of the following, in each case whether now existing or hereafter arising and whether based on contract or tort or any other legal basis: this Lease; any past, present or future act, omission, conduct or activity with respect to this Lease; any transactions, event or occurrence contemplated by this Lease; the performance of any obligation or the exercise of any right under this Lease; or the enforcement of this Lease. The Tenant and Landlord each agree that this Agreement constitutes written consent that trial by jury shall be waived in any such claim, demand, action, suit, proceeding or other charges existing cause of action and agree that the Tenant and Landlord each shall have the right at any time to file this Lease with the clerk or judge of any court in which any such claim, demand, action, suit, proceeding or other cause of action may be pending as written consent to waiver of the date of such notice and, unless expressly consented to in writing trial by Landlord, and Tenant shall still remain liable for the same.jury. /s/ /s/ ---------------- --------------- Landlord Tenant
Appears in 1 contract
Sources: Office Building Lease (Webb Interactive Services Inc)
Estoppel Certificate. Landlord and Tenant agree Lessee agrees that each it will, at any time and from time to time, within ten (10) business days following written notice by the other party hereto Lessor specifying that it is given pursuant to this Sectionsection, execute, acknowledge and deliver to the party who gave such notice, or its designate, Lessor a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent Minimum Base Rent, Minimum Percentage Rent and any other payments due hereunder from Tenant Lessee have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate Lessee and whether or not to the best of knowledge of the signer of such certificate the other party Lessee, Lessor is in default in performance of any covenant any, covenant, agreement or condition contained in this Lease, and if so, Specifying specifying each such default of which the maker Lessee may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaserknowledge. The failure of either party Lessee to execute, acknowledge and deliver to the other Lessor a statement in accordance with the provisions of this Section within said ten (10) business Business day period shall constitute an acknowledgment, Event of Default hereunder and shall also constitute an acknowledgment by the party given such noticeLessee, which may be relied on by any person holding or proposing to acquire an interest in the Building Premises or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an and including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statementsstatement, a waiver of any defaults which may exist prior to the date of such notice; provided, however . It is agreed that nothing contained in the provision provisions of this Section shall constitute waiver by Landlord Lessor of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by LandlordLessor and, and Tenant Lessee shall still remain liable for the same.
Appears in 1 contract
Sources: Lease Agreement
Estoppel Certificate. Landlord and (a) At the request of Tenant agree that each willor Landlord, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, shall execute, acknowledge and deliver an estoppel certificate, in recordable form and substantially in the form attached to and incorporated in the respective Lease, in favor of the requesting party who gave and, if applicable, such noticerequesting party's lender, mortgagee or its designatepurchaser, a statement as the case may be, pertaining to matters reasonably and customarily requested in writing certifying such certificates, including, but not limited to, the following:
(i) that this the subject Lease is unmodified and in full force and effect (effect, or if there have been modifications, modifications that the same is in full force and effect as modified and stating the modifications), and ;
(ii) the date to which the annual rent Rent and any other payments due hereunder from Tenant charges have been paid paid;
(iii) that the requesting party is not in advancedefault nor is there any fact or condition which, with notice or lapse of time, or both, would constitute a default, if anythat be the case, or specifying any existing default;
(iv) if applicable, that the Tenant has accepted and stating whether occupies such Leased Property;
(v) if applicable, that Tenant has no defenses, set-off's, deductions, credits, or not there are defenses counterclaims against Landlord, if that be the case, or offsets claimed specifying such that exist;
(vi) if applicable, that the Landlord has no outstanding construction or repair obligations; and
(vii) such other information as may reasonably be requested by the maker of the certificate and whether requesting party or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Leaselender, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser.
(b) Any purchaser, lender or mortgagee may rely on this estoppel certificate.
(c) If Tenant fails to deliver the estoppel certificates to Landlord within ten (10) days after the request of the Landlord, then Tenant shall be deemed to have certified that the facts set forth in the certificate are true and correct. The failure Further, if Tenant fails or refuses to execute, acknowledge, and deliver any such document within twenty (20) days after written demand, and Landlord is not in breach of either party to this Agreement, Landlord may execute, acknowledge and deliver any such document on behalf of Tenant as Tenant's attorney-in-fact: Tenant hereby constitutes and irrevocably appoints Landlord, Landlord's Designee and each of their respective successors and assigns, as Tenant's attorney-in-fact to execute, acknowledge, and deliver on behalf of Tenant any documents described in this Section. This power of attorney is coupled with an interest and is irrevocable.
(d) If Landlord fails to deliver the other a statement in accordance with the provisions of this Section estoppel certificates to Tenant within said ten (10) business day period days after the request of the Tenant, then Landlord shall constitute an acknowledgment, by be deemed to have certified that the party given such notice, which may be relied on by any person holding or proposing to acquire an interest facts set forth in the Building certificate are true and correct. Further, if Landlord fails or refuses to execute, acknowledge, and deliver any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlorddocument within twenty (20) days after written demand, and Tenant shall still remain liable is not in breach of this Agreement or any Lease, Tenant may execute, acknowledge and deliver any such document on behalf of Landlord as Landlord's attorney-in-fact, Landlord hereby constitutes and irrevocably appoints Tenant as Landlord's attorney-in-fact solely for the samelimited and exclusive purpose to execute, acknowledge, and deliver on behalf of Landlord the estoppel certificate described in this Section 15.03(d). This power of attorney is coupled with an interest and is irrevocable.
Appears in 1 contract
Sources: Master Agreement to Lease (Correctional Properties Trust)
Estoppel Certificate. Landlord Subject to payment of fees required under Section 15.10, County and Tenant agree that each willLessee shall, at any time and from time to time, within ten business (10) business days following written notice by after request from the other party hereto specifying that it is given pursuant to this Sectionor from any Leasehold Mortgagee, executeinvestor, acknowledge Space Lessee, or a holder or prospective holder of a Fee Mortgage or a purchaser or prospective purchaser of the fee interest in the Premises, execute and deliver to each other, to the applicable Leasehold Mortgagee or a holder or prospective holder of a Fee Mortgage or a purchaser or prospective purchaser of the fee interest in the Premises or to any person whom the requesting party who gave such notice, or its may designate, a statement in writing certifying an estoppel certificate consisting of statements, if true, that (a) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect effect, with payment of rent and stating the modifications), and other charges hereunder being current through the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate (or stating the date through which rent and whether all other applicable charges hereunder have been paid); (b) this Lease has not been modified or not amended (or setting forth all modifications and amendments); (c) to the best of such party’s knowledge of the signer and belief (based solely upon such party’s customary internal investigation undertaken with respect to similar requests, and without waiving any such default should it learn, subsequent to execution of such certificate statement, that the other party was then in default), the other party is not then in default in performance of beyond any covenant agreement applicable notice, cure or condition contained in grace period under this Lease; and (d) to the best of such party’s knowledge and belief (based solely upon such party’s customary internal investigation undertaken with respect to similar requests, and if so, Specifying each without waiving any such default should it learn, subsequent to execution of which such statement, that the maker may have knowledge and if requestedother party was then in default), such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseother factual statements as County, if this Lease be guaranteed) as Lessee, Leasehold Mortgagee, prospective lender to either County or Lessee, Space Lessee, investor or purchaser from either County or Lessee, may be reasonably requested by any Mortgagee or prospective mortgagee or purchaserrequest. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.61
Appears in 1 contract
Sources: Ground Lease Agreement
Estoppel Certificate. Landlord shall, at the request of Tenant and Tenant agree that each willshall, at the request of Landlord at any time and from time to time, within time upon not less than ten (10) days following days' prior written notice by the other party hereto specifying that it is given pursuant to this Sectionnotice, execute, acknowledge in recordable form, and deliver to the party who gave such noticeother, or for the Tenant to its designateauditor or a prospective purchaser of its business or assets, or to its assignee or subtenant if acceptable to Landlord, or for the Landlord to Landlord's mortgagee, the lessor under any Ground Lease, auditors or a prospective purchaser of the Project or any part thereof, a statement in writing certifying certificate stating that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as so modified, is in full force and effect and stating the modificationseffect), and the dates to which the rent and other charges are paid, and that Tenant is paying rent on a current basis with no offsets or claims, and there are not, to Tenant's or Landlord's knowledge, as the case may be, any uncured defaults on the part of Landlord or of Tenant (or specifying such offsets, claims or defaults, if any are claimed). Such certificate may require the party giving it to specify the date of commencement of rent, the Commencement Date, the Termination Date, the Base Rent, current Operating Cost Share Rent and Tax Share Rent estimates, the date to which rent has been paid, whether or not Landlord has completed any improvements required to be made to the annual rent Premises and such other matters as may be required. It is expressly understood and agreed that any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the Project or by any ground lessor, or by a purchaser or assignee or lender to Tenant or to auditors of either party hereto or by any other payments due person to whom it is delivered. The failure to deliver such statement within the time required hereunder from Tenant have shall, at the option of the requesting party, be a default under this Lease, or be conclusive evidence, binding upon the nonperforming party that this Lease is in full force and effect, without modification except as may be represented by the requesting party, that there are no uncured defaults by the requesting party and that not more than one (1) month's rent has been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease nonperforming party shall be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease estopped from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of asserting any defaults which may exist prior known to the date of such notice; provided, however it at that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sametime.
Appears in 1 contract
Sources: Lease (Open Port Technology Inc)
Estoppel Certificate. Landlord and Tenant agree that each willEach party hereto agrees that, at any time and from time to time, within time upon not less than ten (10) days following prior written notice request by the other party hereto specifying that or the holder of any Mortgage or any ground lessor, it is given pursuant to this Section(or any permitted assignee, executesubtenant, acknowledge and licensee, concessionaire or other occupant of the Premises claiming by, through or under Tenant) will deliver to the party who gave such notice, or its designatemaking the written request, a statement in writing signed by such party certifying certain terms, conditions and status of the relationship between Landlord and Tenant arising out of this Lease including, but in no way limited to: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same this Lease as modified is in full force and effect and stating identifying the modifications), ; (ii) the date upon which Tenant began paying Rent and the date dates to which the annual rent Rent and any other payments due hereunder from Tenant charges have been paid paid; (iii) that such responding party is not in advancedefault under this Lease, or, if anyin default the nature thereof in detail and, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the its best of knowledge of the signer of such certificate actual knowledge, the other party is not in default hereunder or, if in performance default, the nature thereof in detail; (iv) that Tenant is in occupancy of any covenant agreement the Premises and paying all Base Rent and Additional Rent, including all Impositions, on a current basis with no rental offsets or condition contained claims; (v) that there has been no prepayment of Base Rent other than that provided for in this Lease; (vi) that there are no actions, whether voluntary or otherwise, pending against such party under the bankruptcy laws of the United States; (vii) that except as specifically set forth in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor there are no options or rights regarding renewal of this Lease, if this Lease be guaranteedacquisition of the Premises or any portion thereof, expansion or diminution of the Premises or other rights or options similar to the foregoing; and (viii) such other matters as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, required by the party given making the written request for such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameestoppel.
Appears in 1 contract
Sources: Industrial Building Lease (Hardie James Industries Nv)
Estoppel Certificate. Landlord and Tenant agree that each willagrees, at any time time, and from time to --------------------- time, within upon not less than ten (10) days following written days' prior notice by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to Landlord, an estoppel certificate in the party who gave form attached as Exhibit D (or such notice, or its designate, a statement other form provided by Landlord) in writing addressed to Landlord or other party designated by Landlord certifying that this Lease is unmodified and in full force and effect (or or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the actual commencement and expiration dates of the date Lease, stating the dates to which the annual rent rent, and any other payments due hereunder from Tenant have been paid in advancecharges, if any, have been paid, that the Leased Premises have been completed on or before the date of such certificate and that all conditions precedent to the lease taking effect have been carried out, that Tenant has accepted possession, that the Lease Term has commenced, Tenant is occupying the Leased Premises and is open for business, stating whether or not there are defenses or offsets claimed exists any default by either party in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this Lease, and and, if so, Specifying specifying each such default of which the maker signer may have knowledge and the claims or offsets, if requestedany, claimed by Tenant, and any other reasonable information requested by Landlord or other party designated by Landlord; it being intended that any such financial information concerning statement delivered pursuant hereto may be relied upon by Landlord or a purchaser of Landlord's interest and by any mortgagee or prospective mortgagee of any mortgage affecting the Leased Premises or the Shopping Center. If Tenant does not deliver such statement to Landlord within such ten (10) day period, Landlord and any prospective purchaser or encumbrancer may conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated except as otherwise represented by Landlord; (iii) that not more than one (1) month's Minimum Rent, Additional Rent or other charges have been paid in advance; and (iv) that Landlord is not in default under the Lease. In such event, Tenant shall be estopped from denying the truth of such facts. Tenant shall also, on ten (10) days' written notice, provide an agreement in favor of and in the form customarily used by such encumbrance holder, by the terms of which Tenant will agree to give prompt written notice to any such encumbrance holder in the event of any casualty damage to the Leased Premises or in the event of any default on the part of Landlord under this Lease, and will agree to allow such encumbrance holder a reasonable length of time after notice to cure or cause the curing of such default before exercising Tenant’s business operations (and the Guarantor 's right of self-help under this Lease, if any, or terminating or declaring a default under this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease.
Appears in 1 contract
Estoppel Certificate. Landlord and The Tenant agree that each willshall, without charge, at any time and from time to time, within ten (10) days following written notice by after receipt of request therefor from the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the Landlord, and to such Mortgagee or other party who gave such noticeas may be designated by the Landlord, a written estoppel certificate in form and substance as may be requested from time to time by the Landlord, the other party or any Mortgagee, certifying to the other party, any Mortgagee, any purchaser of Landlord's interest in all or any part of the Property, or its designateany other person or entity designated by the other party, a statement as of the date of such estoppel certificate, the following: (a) whether the Tenant is in writing certifying that possession of the Property; (b) whether this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating effect; (c) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not any amendments to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each specifying such default amendments; (d) whether there are any then-existing setoffs or defenses against the enforcement of which the maker may have knowledge any rights hereunder, and if requestedso, specifying such financial information concerning Tenant and Tenant’s business operations matters in detail; (e) the dates, if any, to which any rent or other sums due hereunder have been paid in advance and the Guarantor amount of any security deposit held by the Landlord; (f) that the Tenant has no knowledge of any then-existing defaults of the Landlord under this Lease, or if there are such defaults, specifying them in detail; (g) that the Tenant has no knowledge of any event having occurred that authorized the termination of this Lease by the Tenant, or if such event has occurred, specifying it in detail; (h) the address to which notices to the Tenant should be guaranteedsent; and (i) as may be any and all other matters reasonably requested by the Landlord, any Mortgagee and/or any other person or prospective mortgagee entity designated by the Landlord. Any such estoppel certificate may be relied upon by the person or purchaserentity to whom it is directed or by any other person or entity who could reasonably be expected to rely on it in the normal course of business. The failure of either party the Tenant to execute, acknowledge and deliver to the other such a statement certificate in accordance with this section within fifteen (15) days after a request therefor by the provisions of this Section within said ten (10) business day period Landlord shall constitute an acknowledgment, acknowledgment by the party given such noticeTenant, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entity who would be entitled as aforesaid to rely upon any such statementscertificate, waiver of any defaults which may exist prior that such certificate as submitted by the requesting party to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlordparty is true and correct, and Tenant shall still remain liable for the samerequesting party is hereby authorized to so certify.
Appears in 1 contract
Sources: Office Lease (Gse Systems Inc)
Estoppel Certificate. Landlord and Tenant agree that each willagrees that, at any time and from time to time, within time upon not less than ten (10) days business days' prior request by Landlord, Landlord's lessor or any mortgagee, Tenant or Tenant's duly authorized representative having knowledge of the following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and facts will deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying to the best of its knowledge (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, a description of such modifications and that the same Lease as modified is in full force and effect and stating effect); (ii) the modifications), and the date dates to which the annual rent Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or paid; (iii) that Landlord is not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of under any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor provision of this Lease, or, if in default, the nature thereof in detail; (iv) that the Premises have been delivered to Tenant by Landlord and accepted by Tenant; (v) that there are no proceedings pending against Tenant which have been adversely decided and which would affect Tenant's obligations under this Lease be guaranteedLease; (vi) that Tenant has not made a claim against Landlord which has not been resolved or satisfied; and (vii) such further matters as may be reasonably requested by Landlord, it being intended that any Mortgagee such statement may be relied upon by any prospective assignee of Landlord, any mortgagee or prospective mortgagee of the Building, any prospective assignee of any such mortgagee, or purchaserany prospective and/or subsequent purchaser or transferee of all or a part of Landlord's interest in the Property, the Office Section or the Building, or any other person having an interest therein. The failure of either party to execute, acknowledge Tenant shall execute and deliver whatever instruments may be required for such purposes, and in the event Tenant fails so to the other a statement in accordance with the provisions of this Section do within said ten (10) business day period shall constitute an acknowledgmentdays after demand in writing, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samebe considered in default under this Lease.
Appears in 1 contract
Sources: Office Lease (Digitas Inc)
Estoppel Certificate. Landlord and Tenant agree that each willEach party shall, at any time and from time to time, within ten twenty (1020) days following written notice after request by the other party hereto specifying that it is given pursuant to this Sectionparty, execute, acknowledge execute and deliver to the requesting party who gave (or to such notice, person or its entity as the requesting party may designate, ) a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), certifying the Commencement Date, the Expiration Date and the date dates to which the annual rent Fixed Rent, Additional Charges and any other payments due hereunder from Tenant the Electric Charge have been paid in advancepaid, if anythe amount of Fixed Rent, the Tax Payment, Operating Payment and stating whether or not there are defenses or offsets claimed by the maker of the certificate Electric Charge then payable under this Lease and whether or not any amount of Rent has been paid more than one (1) month in advance, whether or not Tenant is in possession of the Premises, whether or not all improvements required to be constructed by Landlord have been completed in accordance with the terms of this Lease, whether or not all allowances or contributions required to be paid by Landlord toward the cost of improvements constructed by Tenant have been paid, and whether or not, to the best of knowledge of the signer of such certificate party, the other party is in default in performance of any covenant agreement or condition contained in of its obligations under this Lease, and and, if so, Specifying specifying each such default of which such party has knowledge, it being intended that any such statement shall be deemed a representation and warranty to be relied upon by the maker may have knowledge party to whom such statement is addressed. Tenant and if requested, Landlord shall also include or confirm in any such financial statement such other information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as Landlord or Tenant, as applicable, may reasonably request or as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other lender that may provide a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, loan secured by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building Project or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameinterest therein.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within Upon not less than ten (10) days following days’ prior written notice request by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing writing, which may be in the form attached hereto as Exhibit F or in another form reasonably similar thereto, or such other form as Landlord may provide from time to time, certifying all or any of the following: (i) that this Lease is unmodified and in full force and effect effect, (or ii) whether the term has commenced and Fixed Rent and Additional Rent have become payable hereunder and, if there so, the dates to which they have been modificationspaid, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not not, to the best of knowledge of the signer of such certificate the other party Tenant’s current actual knowledge, Landlord is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor terms of this Lease, if (iv) whether Tenant has accepted possession of the Premises, (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim, (vi) whether, to Tenant’s current actual knowledge, there exist any offsets or defenses against enforcement of any of the terms of this Lease upon the part of Tenant to be guaranteedperformed, and (vii) such further information with respect to the Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant to this subsection 6.1.11 may be relied upon by any prospective purchaser or mortgagee of the Premises, or any prospective assignee of such mortgage. Tenant shall also deliver to Landlord such financial information as may be reasonably requested required by Landlord to be provided to any Mortgagee mortgagee or prospective mortgagee or purchaser. The failure purchaser of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such noticePremises; provided, however that nothing contained however, Tenant shall be required to provide only such financial information as is commercially reasonable. If Tenant fails to deliver the estoppel certificate within the required time period, and such failure continues for an additional five (5) days following a second written request from Landlord, then Tenant shall be obligated to pay to Landlord, as Additional Rent within twenty (20) days of demand, a fee in the provision amount of this Section shall constitute waiver by Landlord of any default $500.00 per day for each day that Tenant fails to deliver the requested estoppel in payment of rent or other charges existing as the period beginning on the day after the expiration of the date of such notice and, unless expressly consented to in writing by Landlordinitial 10-day period, and ending on the day Tenant shall still remain liable for actually delivers the sameestoppel.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree agrees that each will, at any time and from time to timetime upon written request by Landlord, or the holder of any Mortgage or any ground lessor, Tenant (or any permitted assignee, subtenant or other occupant of the Premises claiming by through or under Tenant) will deliver to Landlord or to the holder of any Mortgage or ground lessor or contract purchaser of an interest in Landlord or in the Building, within ten (10) business days following after such written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designaterequest shall have been served upon Tenant, a statement in writing signed by Tenant, addressed to such person or persons as Landlord shall request, certifying (a) that this Lease lease is unmodified and in full force and effect (or if there have been modifications, that the same lease as modified is in full force and effect and stating identifying the modifications), ; (b) the date upon which Tenant began paying Rent and the date dates to which the annual rent Rent and any other payments due hereunder from Tenant charges have been paid paid, (c) the date upon which the Term shall end, (d) that the Landlord is not in advancedefault under any provision of this lease, or, if anyin default, the nature thereof in detail; (e) that the Premises have been completed in accordance with the terms hereof and Tenant is in occupancy and paying Rent on a current basis with no rental offsets or claims, or otherwise, if applicable; (f) that there has been no prepayment of Rent other than that provided for in the lease; (g) the amount of any security deposit made by Tenant or Tenant-successor, (h) that there are no actions, whether voluntary or otherwise, pending against Tenant under the bankruptcy laws of the United States or any State thereof’, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of (i) such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) matters as may be reasonably requested required by any Mortgagee the Landlord, holder of a Mortgage, ground lessor or prospective mortgagee or contract purchaser. The failure of either party Landlord agrees that from time to executetime upon written request by Tenant, acknowledge and that Landlord will deliver to the other a statement in accordance with the provisions of this Section Tenant, within said ten (10) business day period shall constitute an acknowledgmentdays after such written request, by a Landlord estoppel certificate in substantially the party given same form as required of Tenant above, addressed to such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, persons as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samerequest.
Appears in 1 contract
Sources: Industrial/Office Building Lease (Haemonetics Corp)
Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge, at any time and from time to time, within ten fifteen (1015) days following written notice after request therefor by Landlord, Mortgagee, any purchaser of all or any portion of the Project or any other party hereto specifying that it is given pursuant to this Sectioninterested person, execute, acknowledge and deliver to such requesting party a written estoppel certificate certifying, as of the party who gave date of such noticeestoppel certificate, or its designate, a statement in writing certifying the following: (i) that this Lease is unmodified and in full force and effect (or if there have been modificationsmodified, that the same Lease is in full force and effect as modified and stating the setting forth such modifications); (ii) that the Term has commenced, if such is the case (and setting forth the date Commencement Date and Expiration Date); (iii) that Tenant is presently occupying the Premises, if such is the case; (iv) the amounts of Basic Rent and Additional Rent currently payable by Tenant; (v) that any Alterations required by the Lease to have been made by Landlord have been made to the satisfaction of Tenant, if such is the case; (vi) that there are no existing set-offs, charges, liens, claims or defenses against the enforcement of any right hereunder, including, without limitation, Basic Rent or Additional Rent (or, if alleged, specifying the same in detail); (vii) that no Basic Rent (except the first installment thereof) has been paid more than thirty (30) days in advance of its due date; (viii) that Tenant has no knowledge of any then uncured default by Landlord of its obligations under this Lease (or, if Tenant has such knowledge, specifying the same in detail); (ix) that Tenant is not in default; (x) that the address to which notices to Tenant should 5055 Wilshire - Playboy Enterprises, Inc. - Lease 12/22/98 be sent is as set forth in the annual rent Lease (or, if not, specifying the correct address); and (xi) any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be similar certifications reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.
Appears in 1 contract
Estoppel Certificate. Landlord and (a) Tenant agree that each will, shall at any time and from time to time, within upon not less than ten (10) days following days’ prior written notice by the other party hereto specifying that it is given pursuant to this Section, from Landlord execute, acknowledge and deliver to the party who gave such notice, Landlord or its designate, successors and assigns a statement in writing certifying writing, to the extent true and accurate, (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating has not been assigned, modified or amended in and way (or, if there has been any assignment, modification or amendment, identifying the modificationssame); (ii) the dates of commencement and expiration of the Term, and the date to which the annual rent and any other payments due Rent payable hereunder from Tenant have been paid in advance, if any; (iii) that there are, and stating whether to Tenant’s knowledge, no incurred defaults on the part of Landlord or not there are any defenses or offsets claimed against the enforcement of this Lease by Landlord (or specifying each default, defense or offset if any are claimed); and (iv) any other factual matters pertaining to the maker Lease. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the certificate Premises.
(b) Tenant’s failure to deliver such statement within such time shall be conclusive upon Tenant that all information contained therein is accurate and whether or not to the best of knowledge of the signer correct as of such certificate the other party date, including but not limited to: (i) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) that there are no uncured defaults in Landlord’s performance, and (iii) that not more than one month’s Rent has been paid in advance or such failure may be considered by Landlord as a default in performance of any covenant agreement or condition contained in by Tenant under this Lease.
(c) If Landlord desires to finance or refinance the Premises, and if soor any part thereof, Specifying each Tenant hereby agrees to deliver to any lender designated by Landlord such default audited financial statements of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested required by any Mortgagee or prospective mortgagee or purchasersuch lender. The failure Such statements shall include the past three (3) years’ of either party audited financial statements of Tenant so long as Landlord and such lender agree in advance to, and at all times applicable abide by, Tenant's reasonable requirements to execute, acknowledge and deliver to guard the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date confidentiality of such notice information. All such financial statements shall be received in confidence and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable be used only for the samepurposes herein set forth except if the same are publicly disclosed by law.
Appears in 1 contract
Sources: Net Lease (MGP Ingredients Inc)
Estoppel Certificate. Landlord and Tenant agree that each willagrees, at any time time, and from time to time, within upon not less than ten (10) days following written prior notice by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designateLandlord, a statement in writing addressed to Landlord or other party designated by Landlord certifying that this Lease is unmodified and in full force and effect (or or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the actual commencement and expiration dates of this Lease, stating the date dates to which the annual rent rent, and any other payments due hereunder from Tenant have been paid in advancecharges, if any, have been paid, that the Leased Premises have been completed on or before the date of such certificate and that all conditions precedent to this Lease taking effect have been carried out, that Tenant has accepted possession, that the lease term has commenced, Tenant is occupying the Leased Premises and is open for business, and stating whether or not there are defenses or offsets claimed exists any default by either party in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this Lease, and and, if so, Specifying specifying each such default of which the maker signer may have knowledge and the claims or offsets, if requestedany, claimed by Tenant; it being intended that any such financial information concerning statement delivered pursuant hereto may be relied upon by Landlord or a purchaser of Landlord's interest and by any mortgagee or prospective mortgagee of any mortgage affecting the Leased Premises or the Shopping Center. If Tenant does not deliver such statement to Landlord within such ten (10) day period, Landlord and any prospective purchaser or encumbrance holder may conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated except as otherwise represented by Landlord; (iii) that not more than one (1) month's Minimum Rent or other charges have been paid in advance; and (iv) that Landlord is not in default under the Lease. In such event, Tenant shall be estopped from denying the truth of such facts. Tenant shall also, on ten (10) days' written notice, provide an agreement in favor of and in the form customarily used by such encumbrance holder, by terms of which Tenant will agree to give prompt written notice to any such encumbrance holder in the event of any casualty damage to the Leased Premises or in the event of any default on the part of Landlord under this Lease, and will agree to allow such encumbrance holder a reasonable length of time after notice to cure or cause the curing of such default before exercising Tenant’s business operations (and the Guarantor 's right of self-help under this Lease, if any, or terminating or declaring a default under this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease.
Appears in 1 contract
Sources: Lease Agreement (PSM Holdings Inc)
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within Upon not less than ten (10) days following days’ prior written notice request by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing writing, which may be in the form attached hereto as Exhibit F or in another form reasonably similar thereto, or such other form as Landlord may provide from time to time, certifying all or any of the following: (i) that this Lease is unmodified and in full force and effect effect, (or ii) whether the term has commenced and Fixed Rent and Additional Rent have become payable hereunder and, if there so, the dates to which they have been modificationspaid, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not not, to the best of knowledge of the signer of such certificate the other party Tenant’s current actual knowledge, Landlord is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor terms of this Lease, if (iv) whether ▇▇▇▇▇▇ has accepted possession of the Premises, (v) whether ▇▇▇▇▇▇ has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim, (vi) whether, to Tenant’s current actual knowledge, there exist any offsets or defenses against enforcement of any of the terms of this Lease upon the part of Tenant to be guaranteedperformed, and (vii) such further information with respect to the Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant to this subsection 6.1.11 may be relied upon by any prospective purchaser or mortgagee of the Premises, or any prospective assignee of such mortgage. Tenant shall also deliver to Landlord such financial information as may be reasonably requested required by Landlord to be provided to any Mortgagee mortgagee or prospective mortgagee or purchaser. The failure purchaser of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such noticePremises; provided, however that nothing contained however, Tenant shall be required to provide only such financial information as is commercially reasonable. If Tenant fails to deliver the estoppel certificate within the required time period, and such failure continues for an additional five (5) days following a second written request from Landlord, then Tenant shall be obligated to pay to Landlord, as Additional Rent within twenty (20) days of demand, a fee in the provision amount of this Section shall constitute waiver by Landlord of any default $500.00 per day for each day that Tenant fails to deliver the requested estoppel in payment of rent or other charges existing as the period beginning on the day after the expiration of the date of such notice and, unless expressly consented to in writing by Landlordinitial 10-day period, and ending on the day Tenant shall still remain liable for actually delivers the same.estoppel.
Appears in 1 contract
Sources: Office Lease (Desktop Metal, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge, at any time and from time to time, within ten (10) 10 days following written notice after request therefor by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to Landlord a written estoppel certificate certifying, as of the party who gave date of such noticeestoppel certificate, or its designate, a statement in writing certifying the following: (i) that this Lease is unmodified and in full force and effect (or if there have been modificationsmodified, that the same this Lease is in full force and effect as modified and stating the setting forth such modifications); (ii) whether the Term has commenced (and setting forth the Commencement Date and Expiration Date); (iii) whether Tenant is presently occupying the Premises; (iv) the amounts of Basic Rent and Additional Rent currently due and payable by Tenant; (v) that any Tenant Work or Alterations required by this Lease to have been made by Landlord have been made to the satisfaction of Tenant; (vi) that there are no existing set-offs, and charges, liens, claims or defenses against the date enforcement of any right hereunder, including, without limitation, Basic Rent or Additional Rent (or, if alleged, specifying the same in detail); (vii) that no Basic Rent (except the first installment thereof) has been paid more than 30 days in advance of its due date; (viii) that Tenant has no knowledge of any then uncured default by Landlord of its obligations under this Lease (or, if Tenant has such knowledge, specifying the same in detail); (ix) that Tenant is not in default (or, if Tenant is in default, specifying the same in detail); (x) that the address to which notices to Tenant should be sent is as set forth in this Lease (or, if not, specifying the annual rent correct address); and (xi) to the extent accurate, any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be certifications reasonably requested by any Mortgagee or prospective mortgagee or purchaserLandlord. The failure of either party In the event Tenant fails to execute, acknowledge and deliver to the other a statement in accordance with the provisions of Landlord an estoppel certificate as required by this Section within said ten (the specified 10) business -day period period, Tenant shall constitute an acknowledgment, by be conclusively presumed to have adopted and affirmed the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as contents of the date form of such notice and, unless expressly consented estoppel certificate delivered to in writing Tenant by Landlord, and any prospective mortgagee, purchaser, or other third-party may rely on the accuracy of such estoppel certificate as if executed and affirmed by Tenant. Landlord and Tenant shall still remain liable for intend that any statement delivered pursuant to this Section 24.4 may be relied upon by Landlord, and any owner, prospective mortgagee or prospective purchaser in the sameProject.
Appears in 1 contract
Sources: Office Lease (McAfee Corp.)
Estoppel Certificate. Landlord and Within ten business days after written request from Landlord, Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge shall execute and deliver to the party who gave such noticeLandlord, or its designatein recordable form, a statement in writing certifying certificate stating (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same is in full force and effect as modified, and stating all modifications, (ii) the modifications)then-current Basic Monthly Rent, and (iii) the date dates to which the annual rent and any other payments due hereunder from Tenant have Basic Monthly Rent has been paid in advance, if any(iv) the amount of any security deposit, prepaid rent, or other payment constituting Rent which has been paid, (v) whether or not to the best knowledge of Tenant’s authorized representative, Tenant or Landlord is in default under this Lease and whether there currently exist any defenses or rights of offset under the Lease in favor of Tenant, (vi) that any Landlord’s Work required by this Lease is complete (or stating any exceptions) and (vii) such other matters as Landlord may reasonably request. Tenant’s failure to deliver such certificate within such ten business-day period shall be conclusive upon Tenant for the benefit of any successor in interest to Landlord, any lender or proposed lender, and any purchaser or proposed purchaser of the Project that, except as may be represented in good faith by Landlord, this Lease is unmodified and in full force and effect, no Rent has been paid more than 30 days in advance (other than the first month’s rent), neither Tenant nor Landlord is in default under this Lease, no defenses or rights of offset under the Lease exist in favor of Tenant, and that all Landlord’s Work required by this Lease is complete. Landlord will similarly, in connection with any lending or Transfer transaction or any audit of Tenant’s financial statements, upon ten business days written request from Tenant, execute an estoppel certificate in favor of Tenant’s proposed lender, Transferee, or auditor confirming (i) that this Lease is unmodified and in full force and effect, or in full force and effect as modified, and stating whether all modifications, (ii) the then-current Basic Monthly Rent, (iii) the dates to which Basic Monthly Rent has been paid in advance, (iv) the amount of any security deposit, prepaid rent, or not there are defenses or offsets claimed by the maker of the certificate and other payment constituting Rent which has been paid, (v) whether or not to the best of Landlord’s knowledge of the signer of such certificate the other party Tenant is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if under this Lease and (vi) such other matters as Tenant may reasonably request. Landlord’s failure to deliver such certificate within such ten business-day period shall be guaranteed) conclusive upon Landlord that, except as may be reasonably requested represented in good faith by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to executeTenant, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained Tenant is not in the provision of default under this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree that each will, shall at any time and from time to time, within ten upon not less than fifteen (1015) days following prior written notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge and deliver to the party who gave such notice, or its designateLandlord and any other parties designated by Landlord, a statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and is unmodified and that Tenant has taken possession of the Premises and has accepted and approved the condition of the Premises and the Tenant Improvements (or, if modified, or disapproved, stating the modificationsnature of such modification or disapproval), and (b) the date to which the annual rent rental and any other payments due charges payable hereunder from Tenant have been paid in advance, if any, and stating whether (c) that there are, to Tenant's knowledge, no uncured defaults on the part of Landlord hereunder (or not there specifying such defaults if any are defenses claimed). Any such statement may be furnished to and relied upon by any prospective purchaser, tenant or offsets claimed by the maker encumbrancer of all or any portion of the certificate Property and whether shall include any further statement that a good faith purchaser, tenant or encumbrancer would reasonably require. Landlord shall at any time and from time to time, upon not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Leaseless than thirty (30) days prior written notice from Tenant, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the Tenant and any other parties designated by Tenant, a statement in accordance with the provisions of this Section within said ten writing certifying (10a) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that is unmodified (or, if modified, stating the nature of such rents modification), (b) the date to which the rental and other charges payable hereunder have been duly paid in advance, if any, and fully paid (c) that there are, to an including Landlord's knowledge, no uncured defaults on the respective due dates immediately preceding part of Tenant hereunder (or specifying such defaults if any are claimed). Any such statement may be furnished to and relied upon by any prospective sublessee, assignee or encumbrancer of all or any portion of Tenant's interest in the date of such notice Property and shall constituteinclude any further statement that a good faith sublessee, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent assignee or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameencumbrancer would reasonably require.
Appears in 1 contract
Sources: Lease Agreement (Wells Real Estate Investment Trust Inc)
Estoppel Certificate. Landlord and Tenant agree that shall each will, at any time and from time to timetime (in such capacity, “Responding Party”), within ten (10) business days following after written notice by request from the other party hereto specifying that it is given pursuant to this Section(“Requesting Party’), execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that (i) this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease as so modified, is in full force and effect (or if this Lease is claimed not to be in force and stating effect, specifying the modifications), ground therefor) and the date any dates to which the annual rent and any other payments due hereunder from Tenant have Rent has been paid in advance, if anyand the amount of monthly installments of Base Rent and Additional Rent, plus applicable state and local sales and use taxes due thereon, and stating whether or not any Security Deposit, (ii) there are defenses or offsets claimed by not, to the maker Responding Party’s knowledge, any uncured defaults on the part of the certificate and whether Requesting Party hereunder, or not specifying such defaults if any are claimed, (iii) Tenant is in possession of the Premises, if that is the case; (iv) the Responding Party has no off-sets or defenses to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if its obligations under this Lease be guaranteed(or if the Responding Party believes there are any off-sets or defenses, a full and complete explanation thereof); (v) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement Premises have been completed in accordance with the terms and provisions hereof or the Workletter, Tenant has accepted the Premises and the condition thereof and of this Section within said ten all improvements thereto and has no claims against Landlord or any other party with respect thereto; and (10vi) business day period shall constitute an acknowledgmentcertifying as to such other matters as the Requesting Party may reasonably request, or as may be requested by the party given Requesting Party’s current or prospective Holders, insurance carriers, auditors, and prospective purchasers. Any such notice, which statement may be relied on upon by any person holding or proposing such parties. If the Responding Party shall fail to acquire an interest in execute and return such statement within the Building or any party thereof or time required herein, the Premises or this Lease from or through Responding Party shall be deemed to have agreed with the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samematters set forth therein.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant▇▇▇▇▇▇’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Leased Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.
Appears in 1 contract
Sources: Lease Agreement (Radiation Therapy Services Holdings, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge shall execute and deliver to the other party, within twenty (20) days after receipt of a request, an estoppel certificate or other statement to be furnished to any prospective purchaser of, assignee of, or lender against the Lease or the Premises ("ESTOPPEL CERTIFICATE"), substantially in accordance with the provisions form of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such noticeExhibit "D," attached hereto and incorporated hereby, which Estoppel Certificate also shall include such commercially reasonable modifications and additional provisions as are customarily requested by purchasers, assignees or lenders, including, without limitation, any or all of the following matters, to the extent each may be relied true: that the Lease is in effect and not subject to any rental offsets, claims, or defenses to its enforcement; the commencement and expiration dates of the term; that Tenant is paying rent on a current basis; that any improvements required to be furnished under the Lease have been completed in all respects; that the Lease constitutes the entire agreement between Tenant and Landlord relating to the Premises; that Tenant has accepted the Premises and is in possession thereof; that the Lease has not been modified, altered, or amended except in specified respects by specified instruments; that the certifying party has no notice of any person holding prior assignment, hypothecation, or proposing pledge of rents or the Lease; and such other matters as reasonably may be requested. Tenant shall also, upon request of Landlord, certify and agree for the benefit of any lender against the Premises or the building ("Lender") that Tenant will not look to acquire an such Lender: as being liable for any act or omission of Landlord; as being obligated to cure any defaults of Landlord under the Lease which occurred prior to the time Lender, its successors or assigns, acquired Landlord's interest in the Building Premises by foreclosure or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constituteotherwise, as to being bound by any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing Additional Rent by Tenant to Landlord for more than one (1) month in advance; or as being bound by Landlord to any amendment or modification of the date Lease without Lender's written consent. Failure to deliver the documents required under this Section 19 in the time period required shall constitute an Event of such Default without the need for any notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameor cure period.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree that each willA. At any time, at any time but not more often than twice every 12 months, and from time to time, within ten (10) Lessee shall, promptly and in no event later than 10 days following written notice by the other party hereto specifying that it is given pursuant to this Sectionafter a request from Lessor, execute, acknowledge and deliver to Lessor a certificate in the party who gave such noticeform supplied by Lessor or any present or proposed mortgagee or purchaser designated by Lessor, or its designatecertifying: (i) that Lessee has accepted the Land Parcels (or, a statement in writing certifying if Lessee has not done so, that Lessee has not accepted the Land Parcels, and specifying the reasons therefor); (ii) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (iii) the commencement and expiration dates of the Lease Term, including the terms of any extension options of Lessee; (iv) the date to which the annual rent and any other payments due hereunder from Tenant rentals have been paid in advance, if any, under this Lease and stating the amount thereof then payable; (v) whether or not there are defenses or offsets claimed then any existing defaults by Lessor in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in its obligations under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseand, if there are any such defaults, specifying the nature and extent thereof; (vi) that no notice has been received by Lessee of any default under this Lease be guaranteedwhich has not been cured, except as to defaults specified in the certificate; (vii) as may be the capacity of the person executing such certificate, and that such person is duly authorized to execute the same on behalf of Lessee; (viii) that Lessor has no actual involvement in the management or control of decision making related to the operational aspects or the day-to-day operations of the Properties; and (ix) any other information reasonably requested by any Mortgagee Lessor or prospective such present or proposed mortgagee or purchaser. The failure of either party .
B. If Lessee shall fail or refuse to execute, acknowledge and deliver to the other sign a statement certificate in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment10 days following a written request by Lessor, by Lessee irrevocably constitutes and appoints Lessor as its attorney-in-fact to execute and deliver the party given certificate to any such noticethird party, which may be relied on by any person holding or proposing to acquire it being stipulated that such power of attorney is coupled with an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease and is unmodified irrevocable and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such noticebinding; provided, however however, that nothing contained in the provision Lessor's execution and delivery of this Section such certificate on behalf of Lessee shall constitute waiver by Landlord of not cure any default in payment arising by reason of rent or other charges existing as of the date of Lessee's failure to execute and deliver such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samecertificate.
Appears in 1 contract
Sources: Master Lease and Deed of Lease (Uno Restaurant Corp)
Estoppel Certificate. Landlord and The Tenant agree that each willshall, without charge, at any time and from time to time, within ten fifteen (1015) days following written notice by after receipt of request therefor from the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the Landlord, and to such Mortgagee or other party who gave such noticeas may be designated by the Landlord, a written estoppel certificate in form and substance as may be reasonably requested from time to time by the Landlord, the other party or any Mortgagee, certifying to the other party, any Mortgagee, any purchaser of Landlord’s interest in all or any part of the Property, or its designateany other person or entity designated by the other party, a statement as of the date of such estoppel certificate, the following: (a) whether the Tenant is in writing certifying that possession of the Property; (b) whether this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating effect; (c) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not any amendments to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each specifying such default amendments; (d) whether there are any then-existing setoffs or defenses against the enforcement of which the maker may have knowledge any rights hereunder, and if requestedso, specifying such financial information concerning Tenant and Tenant’s business operations matters in detail; (e) the dates, if any, to which any rent or other sums due hereunder have been paid in advance and the Guarantor amount of any security deposit held by the Landlord; (f) that the Tenant has no knowledge of any then-existing defaults of the Landlord under this Lease, or if there are such defaults, specifying them in detail; (g) that the Tenant has no knowledge of any event having occurred that authorized the termination of this Lease by the Tenant, or if such event has occurred, specifying it in detail; (h) the address to which notices to the Tenant should be guaranteedsent; and (i) as may be any and all other matters reasonably requested by the Landlord, any Mortgagee and/or any other person or prospective mortgagee entity designated by the Landlord. If this Lease is subject to a Guaranty, any such certificate shall also include the joinder by such Guarantor certifying, among other things, that the Guaranty remains in full force and effect, that no notice of default under the Guaranty has been given to Guarantor by Landlord, and to the best of Guarantor’s knowledge, information, and belief, no condition exists that might give rise to a default by Guarantor under the Guaranty. Any such estoppel certificate may be relied upon by the person or purchaserentity to whom it is directed or by any other person or entity that could reasonably be expected to rely on it in the normal course of business. The failure of either party the Tenant to execute, acknowledge and deliver to the other such a statement certificate in accordance with this section within thirty (30) days after a written request therefor by the provisions of this Section within said ten (10) business day period Landlord shall constitute an acknowledgment, acknowledgment by the party given such noticeTenant, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entity who would be entitled as aforesaid to rely upon any such statementscertificate, waiver of any defaults which may exist prior that such certificate as submitted by the requesting party to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlordparty is true and correct, and Tenant shall still remain liable for the samerequesting party is hereby authorized to so certify.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge, at any time and from time to time, within ten fifteen (1015) days following written notice after request therefor by Landlord, Mortgagee, any bona fide purchaser of the other party hereto specifying that it is given pursuant to this SectionLand or the Building, execute, acknowledge and deliver to such requesting party a written estoppel certificate certifying, as of the party who gave date of such noticeestoppel certificate, or its designate, a statement in writing certifying the following: (i) that this Lease is unmodified and in full force and effect (or if there have been modificationsmodified, that the same Lease is in full force and effect as modified and stating the setting forth such modifications); (ii) that the Term has commenced (and setting forth the Commencement Date and Expiration Date); (iii) that Tenant is presently occupying the Premises; (iv) the amounts of Base Rent and Additional Rent currently due and payable by Tenant; (v) that any Alterations required by the Lease to have been made by Landlord have been made to the satisfaction of Tenant; (vi) that there are no existing set-offs, and charges, liens, claims or defenses against the date enforcement of any right hereunder, including without limitation, Base Rent or Additional Rent (or, if alleged, specifying the same in detail); (vii) that no Base Rent (except the first installment thereof) has been paid more than thirty (30) days in advance of its due date; (viii) that Tenant has no knowledge of any then uncured default by Landlord of its obligations under this Lease (or, if Tenant has such knowledge, specifying the same in detail); (ix) that Tenant is not in default (or if Tenant has such knowledge, specifying the same in detail); (x) that the address to which notices to Tenant should be sent is as set forth in the annual rent Lease (or, if not, specifying the correct address); and (xi) any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonable certifications reasonably requested by any Mortgagee Landlord. In addition, unless Tenant (or prospective mortgagee or purchaser. The failure the entity that owns one hundred percent (100%) of either party to executeTenant) is a public company and its financial statements are publicly available, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing days after request by Landlord, and Tenant shall still remain liable deliver to Landlord audited financial statements of Tenant for its most recently ended fiscal year and interim unaudited financial statements for its most recently ended quarter, such non-public financial statements shall be held in confidence by Landlord, any Mortgagee, or any bona fide purchaser of the sameLand or the Building.
Appears in 1 contract
Sources: Deed of Lease (Xo Holdings Inc)
Estoppel Certificate. Landlord and Section 24.01. Tenant agree that each willagrees, at any time time, and from time to time, within ten upon not less than seven (107) business days following written prior notice by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designateLandlord, a statement in writing addressed to Landlord or Landlord's designee certifying that this Lease is unmodified and in full force and effect (or or. if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and stating the date dates to which the annual Fixed Rent and additional rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in certificate, there exists any default in the performance of any covenant agreement covenant. agreement, term, provision or condition contained in this Lease, and any claim or offset in favor of the Tenant, and, if any, specifying each such default, claim or offset in favor of the Tenant, of which signer may have knowledge, and stating whether or not, to the best knowledge of the signer, any event has occurred which with the giving of notice or the passage of time or both, would constitute such a default and, if so, Specifying specifying each such default event, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty which may be relied upon. regardless of which independent investigation, by Landlord and others with whom Landlord may be dealing including, without limitation, any purchaser or prospective purchaser of the maker may have knowledge Land and if requested, such financial information concerning Tenant or the Building and Tenant’s business operations (and the Guarantor of this or Landlord's interest under any Superior Lease, if this Lease be guaranteed) as may be reasonably requested and by any Mortgagee mortgagee or prospective mortgagee or purchaserof any Superior Mortgage and/or Landlord's interest in any Superior Lease, and by any landlord under a Superior Lease. The failure of either party If Tenant fails to execute, acknowledge or deliver any such instruments within seven t7) business days after request therefor, Tenant hereby irrevocably constitutes and deliver appoints Landlord as Tenants attorney-in-fact, coupled with an interest, to the other a statement in accordance with the provisions execute any such certificate or certificates for and on behalf of this Tenant.
Section within said 24.02. Within ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date days of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver delivery of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing written request by Landlord, and Tenant shall still remain liable for deliver to Landlord either (a) copies of the samemost current financial statements of Tenant and of any guarantor of Tenant's' obligations under the Lease certified by an independent certified public accountant or (b) certified copies of public documents filed with the Securities and Exchange Commission which. disclose Tenants current financial statements or the current financial statements of any guarantor of Tenants obligations under the Lease and such further detailed financial information with iespect to Tenant and any such guarantors as Landlord or the horde. or any Superior Mortgage or Superior Lease may reasonably request.
Appears in 1 contract
Sources: Lease (New Horizons Worldwide Inc)
Estoppel Certificate. (a) On the Commencement Date and at any other time and from time to time, within fifteen (15) days after notice of request by Landlord, Tenant shall execute, acknowledge and deliver to Landlord, or to such other recipient as the notice shall direct, a completed estoppel certificate (a “Tenant Estoppel”) in the form of Exhibit L attached hereto and made a part hereof, as the same may be modified by Landlord and Tenant agree that each will, at from time to time.
(b) At any time and from time to time, within ten fifteen (1015) days following written after notice of request by the other party hereto specifying that it is given pursuant to this Section▇▇▇▇▇▇, Landlord shall execute, acknowledge and deliver to the party who gave such noticeTenant, or its designateto such other recipient as the notice shall direct, a statement in writing (a “Landlord Estoppel” and either a Tenant Estoppel or a Landlord Estoppel shall be hereinafter referred to as an “Estoppel”) certifying that (a) this Lease is unmodified and in full force and effect (or effect, or, if there have been modifications, that the same it is in full force and effect as modified in the manner specified in the statement; and stating (b) to the modifications)knowledge of the certifying party, there are no defaults (and no events or circumstances that have occurred, that with the date passage of time would, if left unchanged, become a default) in the performance of either party of its obligations under this Lease, or if there are defaults or events or circumstances that will constitute a default, specifying the nature of the default and/or event or circumstance that may become a default. The Landlord Estoppel shall also state the amount of Rent then payable, the dates to which the annual rent Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, advance and stating whether shall include such assurances of satisfaction of conditions or not there are defenses other factual matters provided for in this Lease or offsets claimed by respecting the maker of Premises as Tenant may reasonably request. ▇▇▇▇▇▇▇▇ agrees to provide an Estoppel to any Lender holding a Leasehold Encumbrance within the certificate and whether or not to the best of knowledge of the signer same time period upon written request of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each Lender.
(c) The Estoppel shall be such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may that it can be relied on by any person holding auditor, creditor, commercial banker, and investment banker of either party and by any prospective purchaser or proposing to acquire an interest in the Building or any party thereof or encumbrancer of the Premises or Improvements or both or of all or any part or parts of Tenant’s or Landlord’s interests under this Lease from or through the other partyincluding, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitutewithout limitation, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samea Lender.
Appears in 1 contract
Sources: Ground Lease (Hall of Fame Resort & Entertainment Co)
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, shall within ten (10) 10 business days following of written notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing substantially in the form attached to this Lease as Exhibit G with the blanks filled in, and on any other form reasonably requested by a proposed lender or purchaser, (i) certifying that this Lease 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) and the dates to which the rental and other charges are paid in advance, if any, (ii) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if there have been modificationsany are claimed and (iii) setting forth such further information with respect to the status of this Lease or the Premises as may be requested thereon. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part. Tenant's failure to deliver such statement within such time shall, at the option of Landlord, constitute a Default under this Lease, and, in any event, shall be conclusive upon Tenant that the same Lease is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) without modification except as may be reasonably requested represented by Landlord in any Mortgagee or prospective mortgagee or purchasercertificate prepared by Landlord and delivered to Tenant for execution. The failure of either party to Landlord shall similarly execute, acknowledge and deliver to the other a statement in accordance writing upon request of Tenant in connection with the provisions of this Section within said ten any transaction in which Tenant is involved: (10i) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, certifying that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including (or, if modified, stating the respective due dates immediately preceding the date nature of such notice modification and shall constitutecertifying that this Lease as so modified is in full force and effect) and the dates to which the rental and other charges are paid in advance, as if any, (ii) acknowledging that there are not, to Landlord's knowledge, any person entitled as aforesaid to rely upon uncured defaults on the part of Tenant hereunder, or specifying such statements, waiver of defaults if any defaults which may exist prior are claimed and (iii) setting forth such further information with respect to the date of such notice; provided, however that nothing contained in the provision status of this Section shall constitute waiver by Landlord of any default in payment of rent Lease or other charges existing the Premises as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samemay be requested thereon.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from From time to time, ▇▇▇▇▇▇ agrees to furnish to Landlord, Landlord’s Mortgagee or any third party designated by Landlord, within ten fourteen (1014) days following after Landlord has made a request, a written notice estoppel certificate signed by Tenant or an authorized signatory of Tenant in the form attached as Exhibit D, or in such other party hereto specifying that it is given pursuant form required by Landlord’s Mortgagee, confirming and certifying to this Sectionsuch party, executeas of the date of such estoppel certificate, acknowledge and deliver to the party who gave such noticeextent factual or known, or its designate(i) that Tenant is in possession of the Premises, a statement in writing certifying (ii) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same this Lease is in full force and effect as modified and stating setting forth such modification); (iii) that Tenant has no offsets, claims or defenses against Rent or the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance enforcement of any covenant agreement right or condition contained in remedy of Landlord, or any duty or obligation of Tenant under this LeaseLease (or, and if so, Specifying each specifying the same in detail); (iv) the dates through which Base Rent and Additional Rent have been paid; (v) that Tenant has no knowledge of any then uncured defaults on the part of Landlord under this Lease (or if Tenant has knowledge of any such default uncured defaults, specifying the same in detail); (vi) that Tenant has no knowledge of which any event having occurred that authorizes the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor termination of this LeaseLease by Tenant (or if Tenant has such knowledge, specifying the same in detail); (vii) the amount of any Security Deposit held by Landlord; (viii) that there are no actions, whether voluntary or otherwise, pending against Tenant (or, if this Lease be guaranteedso, specifying the same in detail); and (ix) as may be other matters reasonably requested by any Mortgagee Landlord or prospective mortgagee or purchasersuch other party. The failure of either party If ▇▇▇▇▇▇ fails to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section estoppel certificate described above within said ten fourteen (1014) business day period shall constitute an acknowledgmentperiod, ▇▇▇▇▇▇ acknowledges and agrees that Landlord is authorized to act as ▇▇▇▇▇▇'s attorney-in-fact to execute the estoppel certificate on behalf of ▇▇▇▇▇▇, and ▇▇▇▇▇▇ will be bound by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as terms of the date of such notice and, unless expressly consented to in writing estoppel certificate prepared and executed by Landlord, and Tenant shall still remain liable for the same.
Appears in 1 contract
Sources: Lease Agreement
Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to time, time and within ten (10) days following written notice after request therefor by or on behalf of the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such notice, Landlord or its designateAgent a written Estoppel Certificate in recordable form. The Estoppel Certificate shall certify to the Landlord, a statement its Mortgagee or other party designated by the Landlord, as of the date of such Estoppel Certificate that (a) the Tenant is in writing certifying possession of Leased Premises and is currently paying the Base Rent and Additional Rent reserved hereunder; (b) the following Lease dates are and have been established: the Commencement Date and Termination Date of the Lease and the date upon which the Tenant started to pay rent; (c) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same is are in full force and effect as modified and stating the setting forth such modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not ; (d) that there are no existing set-offs or defenses against the enforcement of any rights or offsets claimed by the maker remedies of the certificate and whether Landlord, or not to the best of knowledge any duty or obligation of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this LeaseTenant, hereunder, and if so, Specifying each specify the same in detail; and (e) that the Tenant has no knowledge of any event having occurred that will authorize the termination of this Lease by the Tenant, or that the Tenant has no knowledge of any uncured defaults on the part of the Landlord under this Lease, or if the Tenant has such default of which knowledge, specifying the maker may have knowledge same in detail. In the event that the Tenant does not execute and if requesteddeliver such Estoppel Certificate as required herein, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor then this Article 11, for purposes of this Lease, if this Lease shall be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgmentIrrevocable Power of Attorney, by appointing and designating the party given such noticeLandlord, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified its successors and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constituteassignees, as the Tenant’s attorney-in-fact to any person entitled execute and deliver such Estoppel Certificates as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; herein provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.
Appears in 1 contract
Sources: Lease Agreement (ADS Tactical, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge, at any time and from time to time, within ten (10) 10 business days following written notice after request therefor by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to Landlord a written estoppel certificate certifying, as of the party who gave date of such noticeestoppel certificate, or its designate, a statement in writing certifying the following: (i) that this Lease is unmodified and in full force and effect (or if there have been modificationsmodified, that the same this Lease is in full force and effect as modified and stating the setting forth such modifications); (ii) that the Term has commenced (and setting forth the Commencement Date and Expiration Date); (iii) that Tenant is presently occupying the Premises; (iv) the amounts of Basic Rent and Additional Rent currently due and payable by Tenant; (v) that any Tenant Work or Alterations required by this Lease to have been made by Landlord have been made to the satisfaction of Tenant; (vi) that there are no existing set-offs, and charges, liens, claims or defenses against the date enforcement of any right hereunder, including, without limitation, Basic Rent or Additional Rent (or, if alleged, specifying the same in detail); (vii) that no Basic Rent (except the first installment thereof) has been paid more than 30 days in advance of its due date; (viii) that Tenant has no knowledge of any then uncured default by Landlord of its obligations under this Lease (or, if Tenant has such knowledge, specifying the same in detail); (ix) that Tenant is not in default; (x) that the address to which notices to Tenant should be sent is as set forth in this Lease (or, if not, specifying the annual rent correct address); and (xi) any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be certifications reasonably requested by any Mortgagee or prospective mortgagee or purchaserLandlord. The failure of either party In the event Tenant fails to execute, acknowledge and deliver to the other a statement in accordance with the provisions of Landlord an estoppel certificate as required by this Section within said ten (10) business the specified 10 business-day period period, Tenant shall constitute an acknowledgment, by be conclusively presumed to have adopted and affirmed the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as contents of the date form of such notice and, unless expressly consented estoppel certificate delivered to in writing Tenant by Landlord, and Tenant shall still remain liable for any prospective mortgagee, purchaser, or other third-party may rely on the sameaccuracy of such estoppel certificate as if executed and affirmed by Tenant.
Appears in 1 contract
Sources: Office Lease (Zscaler, Inc.)
Estoppel Certificate. Landlord and (a) Tenant agree that each will, at any time and from time agrees periodically to time, furnish within ten thirty (1030) days following after written notice request by Landlord, ground lessor or the other party hereto specifying that it is given pursuant to this Sectionholder of any deed of trust, executemortgage or security agreement covering the Building, acknowledge and deliver to the party who gave such noticeLand, or its designateany interest of Landlord therein, a statement in writing certifying certificate signed by Tenant certifying, if true, (i) that this Lease is unmodified and in full force and effect and unmodified (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) as to the Commencement Date and the date to through which the annual rent Base Rental and any other payments due hereunder from Tenant Forecast Additional Rental have been paid in advancepaid, if any, (iii) that Tenant has accepted possession of the Leased Premises and stating whether or not there are defenses or offsets claimed that any improvements required by the maker terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant, (iv) that except as stated in the certificate no rental under this Lease has been paid more than thirty (30) days in advance of its due date, (v) that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate), (vi) that except as stated in this Lease or the certificate, Tenant, as of the certificate and whether date of such certificate, has no charge, lien, or claim of offset under this Lease or otherwise against rentals or other charges due or to become due hereunder, (vii) that except as stated in the certificate, Landlord is not then, to the best of knowledge of the signer of such certificate the other party is Ten ant, in default in performance of any covenant agreement or condition contained in under this Lease, and if so(viii) as to the amount of Net Rentable Area then occupied by Tenant, Specifying each such default (ix) that there are no renewal or extension options, purchase options, rights of which first refusal or the maker may have knowledge and if requested, such financial information concerning like in favor of Tenant and Tenant’s business operations (and the Guarantor of this Lease, if except as set forth in this Lease be guaranteedand (x) as to such other matters as may be reasonably requested by Landlord or ground lessor or the holder of any Mortgagee such deed of trust, mortgage or prospective mortgagee or purchasersecurity agreement. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given Any such notice, which certificate may be relied on upon by any person holding ground lessor, prospective purchaser, secured party, mortgagee or proposing to acquire an interest in any beneficiary under any mortgage, deed of trust on the Building or the Land or any party part thereof or the Premises or this Lease from or through the other partyinterest of Landlord therein.
(b) Landlord agrees periodically to furnish within thirty (30) days after written request by Tenant, a certificate signed by Landlord certifying, if true, (i) that this Lease is unmodified and in full force and effect and that such rents unmodified (or if there have been duly modifications, that the same is in full force and fully paid effect as modified and stating the modifications), (ii) as to an including the respective due dates immediately preceding Commencement Date and the date of such through which Base Rental and Forecast Additional Rental have been paid, (iii) that the address for notices to be sent to Landlord is as set forth in this Lease (or has been changed by notice duly given and shall constituteis as set forth in the certificate), (iv) that except as stated in the certificate, Tenant is not then in default under this Lease, and (v) as to such other matters as may be reasonably requested by Tenant. Any such certificate may be relied upon by any person entitled as aforesaid to rely upon such statements, waiver permitted assignee or sublessee of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of Tenant's interest under this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease.
Appears in 1 contract
Sources: Lease Agreement (Howell Corp /De/)
Estoppel Certificate. Landlord and Section 28.01. Tenant agree that each willagrees, at any time time, and from time to time, within ten upon not less than seven (107) days following written prior notice by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designateLandlord, a statement in writing addressed to Landlord or Landlord's designee certifying that this Lease is unmodified and in full force and effect (or or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and stating the date dates to which the annual Fixed Rent and additional rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in certificate, there exists any default in the performance of any covenant agreement covenant, agreement, term, provision or condition contained in this Lease, and any claim or offset in favor of the Tenant, and, if any, specifying each such default, claim or offset in favor of the Tenant, of which signer may have knowledge, and stating whether or not, to the best knowledge of the signer, any event has occurred which with the giving of notice or the passage of time or both, would constitute such a default and, if so, Specifying specifying each such default event, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty which may be relied upon, regardless of which independent investigation, by Landlord and others with whom Landlord may be dealing including, without limitation, any purchaser or prospective purchaser of the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and Land and/or the Guarantor of this Building and/or Landlord's interest under any Superior Lease, if this Lease be guaranteed) as may be reasonably requested and by any Mortgagee mortgagee or prospective mortgagee or purchaserof any Superior Mortgage and/or Landlord's interest in any Superior Lease, and by any landlord under a Superior Lease. The failure of either party Landlord agrees, upon not less than fifteen (15) days prior written notice by Tenant, to execute, acknowledge and deliver to the other Tenant, a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing writing addressed to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, Tenant certifying that this Lease is unmodified and in full force and effect and that such rents (or, if there have been duly modifications, that the same is in full force and fully effect as modified, and stating the modifications), stating the dates to which Fixed Rent and additional rent have been paid and stating whether or not to an including the respective due dates immediately preceding best knowledge of the date signer of such notice and shall constitutecertificate after due inquiry, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of there exists any default in payment the performance of rent any covenant, agreement, term, provision or other charges existing as condition contained in this Lease, and any claim or offset, and, if any, specifying each such default, claim or offset of which signer may have knowledge, and stating whether or not, to the best knowledge of the date signer, any event has occurred which with the giving of notice or the passage of time, or both, would constitute such notice a default and, unless expressly consented if so, specifying each such event, it being intended that any such statement may be relied upon, regardless of independent investigation, by others with whom Tenant may be dealing including, without limitation, Tenant's lender or any purchaser of Tenant's business. Notwithstanding anything contained herein to in writing by Landlordthe contrary, and Tenant shall still remain liable for only be entitled to such certificate from Landlord in connection with a merger, acquisition or the samesale of all or substantially all of the assets or business of Tenant.
Appears in 1 contract
Sources: Lease (Ogara Co /Oh/)
Estoppel Certificate. Landlord and Tenant agree that each willA. At any time, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this SectionLessee shall, promptly and in no event later than 10 Business Days after a request from Lessor or Lender, execute, acknowledge and deliver to Lessor or Lender a certificate in the party who gave such noticeform supplied by Lessor, Lender or its designateany present or proposed mortgagee or purchaser designated by Lessor, a statement in writing certifying certifying: (i) that Lessee has accepted the Properties (or, if Lessee has not done so, that Lessee has not accepted the Properties, and specifying the reasons therefor); (ii) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (iii) the commencement and expiration dates of the Lease Term, including the terms of any extension options of Lessee; (iv) the date to which the annual rent and any other payments due hereunder from Tenant rentals have been paid in advance, if any, under this Lease and stating the amount thereof then payable; (v) whether or not there are defenses or offsets claimed then any existing defaults by Lessor in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in its obligations under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseand, if there are any such defaults, specifying the nature and extent thereof; (vi) that no notice has been received by Lessee of any default under this Lease be guaranteedwhich has not been cured, except as to defaults specified in the certificate; (vii) as may be the capacity of the Person executing such certificate, and that such Person is duly authorized to execute the same on behalf of Lessee; (viii) that neither Lessor nor Lender has actual involvement in the management or control of decision making related to the operational aspects or the day-to-day operations of the Properties; and (ix) any other information reasonably requested by any Mortgagee Lessor, Lender or prospective such present or proposed mortgagee or purchaser. The failure of either party If Lessee shall fail or refuse to execute, acknowledge and deliver to the other sign a statement certificate in accordance with the provisions of this Section within said ten (10) business day period 10 Business Days following a request by Lessor, such failure or refusal shall constitute be an acknowledgmentEvent of Default.
B. At any time, by the party given such noticeand from time to time, which may be relied on by any person holding or proposing Lessor shall, promptly and in no event later than 10 Business Days after a request from Lessee, execute, acknowledge and deliver to acquire an interest Lessee a certificate in the Building or any party thereof or the Premises or this Lease from or through the other party, form supplied by Lessee certifying: (i) that this Lease is unmodified and in full force and effect and that such rents has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (ii) the commencement and expiration dates of the Lease Term, including the terms of any extension options of Lessee; (iii) the date to which the rentals have been duly paid under this lease and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to amount thereof then payable; (iv) whether there are then any person entitled as aforesaid to rely upon such statements, waiver of any existing defaults which may exist prior to the date of such notice; provided, however that nothing contained by Lessee in the provision performance of its obligations under this Section shall constitute waiver Lease, and, if there are any such defaults, specifying the nature and extent thereof; (v) that no notice has been received by Landlord Lessor of any default under this Lease which has not been cured, except as to defaults specified in payment of rent or other charges existing as the certificate; (vi) the capacity of the date of Person executing such notice and, unless expressly consented to in writing by Landlordcertificate, and Tenant shall still remain liable for that such Person is duly authorized to execute the samesame on behalf of Lessor; (vii) that Lessor has no actual involvement in the management or control of decision making related to the operational aspects or the day-to-day operations of the Properties; and (viii) any other information reasonably requested by Lessee.
Appears in 1 contract
Sources: Master Lease (Shoneys Inc)
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within Within ten (10) days following written notice after request therefor by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such noticeLessor, or its designatein the event that upon any sale, a statement assignment, financing or hypothecation of the leased premises or the Center by Lessor, an Estoppel Certificate shall be required from Tenant, Tenant agrees hereby to deliver in writing recordable form an Estoppel Certificate to any proposed mortgagee, lender or purchaser, or to Lessor, agreeing to and/or certifying as follows;
(a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect effect, and stating has not been assigned, modified, supplemented or amended in any way (or if there has been any assignment, modification, supplement or amendment, identifying the modificationssame);
(b) that this Lease represents the entire agreement between Lessor and Tenant as to the subject matter hereof (or if there has been any assignment, modification, supplement or amendment, identifying the same);
(c) that Tenant has entered into occupancy of the leased premises, and the date of such entry if such is the case;
(d) the commencement date and termination date of the term or terms, if determinable at the time;
(e) that all conditions under this Lease to which the annual rent and any other payments due hereunder from Tenant be performed by Lessor have been paid in advancesatisfied and all required contributions, if any, by Lessor to Tenant on account of Tenant's improvements have been received (and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not if not, what conditions remain unperformed);
(f) that to the best of knowledge of the signer of such certificate Estoppel Certificate, no default exists in the other party is in default in performance or observance of any covenant agreement or condition contained conditions in this Lease and that there are no defenses or offsets against the enforcement of this Lease by Lessor, or specifying in reasonable detail such default, defense or offset of which the signer may have knowledge;
(g) the amount of minimum guaranteed annual rent, and any information reasonably requested as to percentage rent and any other charges to be paid by Tenant pursuant to the provisions of the Lease;
(h) that Tenant has no charge, lien or claim of offset under the Lease, or otherwise, against rent or charges due or to become due thereunder, or stating those claimed by Tenant;
(i) if such be the case, that rent payable under this Lease has not been paid more than thirty (30) days in advance of the next due date, and that Tenant will not pay any rent more than thirty (30) days in advance of any due date, with the exception of any security deposit, in which case Tenant will state the amount of such security deposit;
(j) that if Tenant is provided appropriate evidence of a duly recorded mortgage encumbering the leased premises or the Center by the mortgagee named therein, its successors or assigns ("mortgagee"), Tenant will not consent to the modification of any material provision of this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if will not seek to terminate this Lease be guaranteedby reason of any act or omission to such mortgage and until ninety (90) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure days shall have elapsed following the giving of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, during which may be relied on by any person holding period such mortgage shall have the right, but not the obligation, to remedy such act or proposing to acquire an interest omission; and
(k) that in the Building event such mortgagee or any party thereof purchaser at a foreclosure sale acquires title to the leased premises pursuant to the exercise of any remedy provided for in said duly recorded mortgage, Tenant will attorn to such mortgagee, or the Premises or this Lease from or through the to such other partypurchaser, as its new landlord and that this Lease is unmodified and shall continue in full force and effect as a direct Lease between Tenant and that such rents have been duly mortgagee or such other purchaser, upon the terms, covenants, conditions and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such noticeagreements set forth herein; provided, however that nothing contained in the provision however, such mortgagee, or such other purchaser, shall not be liable to Tenant for any act or omission of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLessor.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree that each will, at At any time and from time to time, within ten but in no instance more than twice annually, Lessee shall, promptly and in no event later than thirty (1030) days following written notice by the other party hereto specifying that it is given pursuant to this Sectionafter a request from Lessor or any Lender or mortgagee of Lessor, execute, acknowledge and deliver to Lessor or such Lender or mortgagee, as the party who gave such notice, or its designatecase may be, a statement certificate in writing certifying the form supplied by Lessor, certifying: (a) that Lessee has accepted the Properties; (b) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (c) the commencement and expiration dates of the Lease Term and Construction Period (as applicable); (d) the date to which the annual rent and any other payments due hereunder from Tenant Rents have been paid in advance, if any, under this Lease and stating the amount thereof then payable; (e) whether or not there are defenses or offsets claimed then any existing defaults by Lessor in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in its obligations under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseand, if there are any such defaults, specifying the nature and extent thereof; (f) that no notice has been received by Lessee of any default under this Lease be guaranteedwhich has not been cured, except as to defaults specified in the certificate; (g) as may be reasonably requested by the capacity of the Person executing such certificate, and that such Person is duly authorized to execute the same on behalf of Lessee. At any Mortgagee or prospective mortgagee or purchaser. The failure of either party time, and from time to time, Lessor shall, promptly and in no event later than ten (10) Business Days after a request from Lessee, execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest Lessee certificate in the Building or any party thereof or the Premises or this Lease from or through the other partyform supplied by Lessee, certifying: (a) that this Lease is unmodified and in full force and effect and that such rents has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (b) the commencement and expiration dates of the Lease Term; (c) the date to which the Rents have been duly paid under this Lease and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to amount thereof then payable; (d) whether there are then any person entitled as aforesaid to rely upon such statements, waiver of any existing defaults which may exist prior to the date of such notice; provided, however that nothing contained by Lessee in the provision performance of its obligations under this Section shall constitute waiver Lease, and, if there are any such defaults, specifying the nature and extent thereof; (e) that no notice has been received by Landlord Lessor of any default under this Lease which has not been cured, except as to defaults specified in payment of rent or other charges existing as the certificate; (f) the capacity of the date of Person executing such notice and, unless expressly consented to in writing by Landlordcertificate, and Tenant shall still remain liable for that such Person is duly authorized to execute the samesame on behalf of ▇▇▇▇▇▇; and (g) any other information reasonably requested by ▇▇▇▇▇▇. If such certificate is not received by Lessor within ten (10) Business Days following request from Lessee, Lessor hereby grants Lessee power of attorney to execute and deliver such certificate on ▇▇▇▇▇▇’s behalf.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten Upon not less than five (105) days following written business days’ prior notice by the other party hereto specifying that it is given pursuant to this SectionLandlord, Tenant shall execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect and that, except as stated therein, Tenant has no knowledge of any defenses, offsets or counterclaims against its obligations to pay the Fixed Rent and Additional Rent and any other charges and to perform its other covenants under this Lease (or or, if there have been modifications, any modifications that the same is in full force and effect as modified and stating the modificationsmodifications and, if there are any defenses, offsets or counterclaims, setting them forth in reasonable detail), and the date dates to which the annual rent Fixed Rent and any Additional Rent and other payments due hereunder from Tenant charges have been paid and a statement that Landlord is not in advancedefault hereunder (or if in default, if anythe nature of such default, and stating whether or not there are defenses or offsets claimed in reasonable detail). Any such statement delivered pursuant to this Section 10.10 may be relied upon by the maker any prospective purchaser, mortgagee of the certificate and whether Building or other interested party. Upon not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Leaseless than five (5) business days’ prior notice by ▇▇▇▇▇▇, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to Landlord shall execute, acknowledge and deliver to the other Tenant a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, writing certifying that this Lease is unmodified and in full force and effect and that such rents that, except as stated therein, Landlord has no knowledge of any defenses, offsets or counterclaims against Tenant’s obligations to pay the Fixed Rent and Additional Rent and any other charges and to perform its other covenants under this Lease (or, if there have been duly any modifications that the same is in full force and fully effect as modified and stating the modifications and, if there are any defenses, offsets or counterclaims, setting them forth in reasonable detail), the dates to which the Fixed Rent and Additional Rent and other charges have been paid to an including and a statement that Tenant is not in default hereunder (or if in default, the respective due dates immediately preceding the date nature of such notice and shall constitutedefault, as in reasonable detail). Any such statement delivered pursuant to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver 10.11 may be relied upon by Landlord any prospective lender, underwriter, assignee or subtenant of any default in payment of rent Tenant or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameinterested party.
Appears in 1 contract
Sources: Lease (Avant Immunotherapeutics Inc)
Estoppel Certificate. Landlord and Tenant agree agrees that each will, at any time and from time to time, within ten time upon not less than five (105) days following written notice prior request by Landlord, or any existing or prospective Mortgagee or Ground Lessor, Tenant will, and Tenant will cause any subtenant, licensee, concessionaire or other occupant of the other party hereto specifying that it is given pursuant to this SectionPremises claiming by, executethrough or under Tenant to, acknowledge complete, execute and deliver to the party who gave such notice, Landlord or its designateLandlord's designee or to any Mortgagee or Ground Lessor, a statement in writing written estoppel certificate certifying to Tenant's actual knowledge (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same this Lease as modified is in full force and effect and stating identifying the modifications), ; (b) the date upon which Tenant began paying Rent and the date dates to which the annual rent Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or paid; (c) that Landlord is not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of under any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor provision of this Lease, or, if this Lease be guaranteedin default, the nature thereof in detail; (d) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to that the other a statement Premises have been completed in accordance with the provisions terms hereof and Tenant is in occupancy and paying Rent on a current basis with no rental offsets or claims; (e) that there has been no prepayment of Rent other than that provided for in this Lease; (f) that there are no actions, whether voluntary or otherwise, pending against Tenant under the Bankruptcy Code or the bankruptcy, insolvency, reorganization, liquidation, dissolution, compensation, receivership or other laws of any state for the relief of debtors; and (g) such other matters as may be required by Landlord, Mortgagee or Ground Lessor, including, without limitation, any other information concerning the status of this Section Lease or the parties' performance hereunder reasonably requested by the party to whom such estoppel certificate is to be addressed. Tenant's failure to complete, execute and deliver any such estoppel certificate within said ten (10) business the aforesaid 5-day period shall constitute be deemed to be a Default under this Lease, or, alternatively, at Landlord's election, Tenant shall be deemed to have agreed with the matters set forth in an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified estoppel letter prepared and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing delivered by Landlord, and Tenant shall still remain liable for the same.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to timeshall, within ten fifteen (1015) days following of receipt of written notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing substantially in the form attached to this Lease as Exhibit C, or on any other commercially reasonable form reasonably requested by a proposed Lender or purchaser, (a) certifying that this Lease 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) and the dates to which rental and other charges are paid in advance, if any, (b) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if there have been modificationsany are claimed, and (c) setting forth such further information with respect to this Lease or the Premises as may be reasonably requested thereon. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part. Tenant’s failure to deliver such statement within such the prescribed time shall, at Landlord’s option, constitute a Default under this Lease, and, in any event, shall be binding upon Tenant that the same this Lease is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) without modification except as may be reasonably requested represented by Landlord in any Mortgagee or prospective mortgagee or purchasercertificate prepared by Landlord and delivered to Tenant for execution and that all other statements set forth in such certificate are true and correct. The failure Landlord shall, within fifteen (15) days of either party receipt of written notice from Tenant but in no event more than once every twelve (12) months, provide to executeTenant an estoppel certificate signed by Landlord, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10a) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, certifying that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including (or, if modified, stating the respective due dates immediately preceding the date nature of such notice modification and shall constitute, certifying that this Lease as so modified is in full force and effect) and the dates to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or rental and other charges existing as of the date of such notice andare paid in advance, unless expressly consented to in writing by Landlordif any, and (b) acknowledging that there are not, to Landlord’s knowledge, any uncured defaults on the part of Tenant shall still remain liable for the samehereunder, or specifying such defaults if any are claimed.
Appears in 1 contract
Sources: Lease Agreement (Illumina Inc)
Estoppel Certificate. Landlord and (a) Tenant agree agrees that each will, at any time and from time to time, within time upon not less than ten (10) days following (or five (5) business days if the entity issuing the estoppel certificate is issuing it unconditionally) prior written notice request by Landlord, or any existing or prospective First Mortgagee or Ground Lessor, Tenant will, and Tenant will cause any subtenant, licensee, concessionaire or other occupant of the other party hereto specifying that it is given pursuant to this SectionPremises claiming by, executethrough or under Tenant to, acknowledge complete, execute and deliver to the party who gave such notice, Landlord or its designateLandlord's designee or to any First Mortgagee or Ground Lessor, a statement in writing written estoppel certificate certifying (i) that this Lease lease is unmodified and in full force and effect (or if there have been modifications, that the same lease as modified is in full force and effect and stating identifying the modifications), ; (ii) the date upon which Tenant began paying Rent and the date dates to which the annual rent Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not paid; (iii) that to the best of Tenant's knowledge the Landlord is not in default under any provision of this lease, or, if in default, the nature thereof in detail; (iv) that the Premises have been completed in accordance with the terms hereof and Tenant is in occupancy and paying Rent on a current basis with no rental offsets or claims (or if such is not the case, a statement as to the status of the signer Premises, Tenant's offsets and/or claims); (v) that there has been no prepayment of such certificate Rent other than that provided for in the other party is in default in performance lease; (vi) that there are no actions, whether voluntary or otherwise, pending against Tenant under the Bankruptcy Code or the bankruptcy laws of any covenant agreement or condition contained state; (vii) the current CT&T Participation and any other information reasonably requested in this Lease, connection with the CT&T Participation; and if so, Specifying each (viii) such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) other matters as may be reasonably required by the Landlord, First Mortgagee, or Ground Lessor, including, without limitation, any other information concerning the status of this lease or other parties' performance hereunder reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either the party to executewhom such estoppel certificate is to be addressed. Tenant's failure to complete, acknowledge execute and deliver to the other a statement in accordance with the provisions of this Section aforesaid estoppel certificate within said time period shall be deemed a default under Section 16 subject to notice and an opportunity to cure or correct such default as provided in Section 16(a)(ii), except that the time period for cure or correction shall be limited to three (3) business days after Tenant's receipt of Landlord's notice of default.
(b) If Tenant in connection with any proposed assignment, subletting, financing or other similar transaction desires an estoppel certificate from Landlord, Landlord shall upon not less than ten (10) days (or five (5) business day period shall constitute an acknowledgmentdays if the entity issuing the estoppel certificate is issuing it unconditionally) prior written request by Tenant, by the party given such noticecomplete, which may be relied on by any person holding execute and deliver to Tenant or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, Tenant's designee a written estoppel certificate certifying (i) that this Lease lease is unmodified and in full force and effect and that such rents (or if there have been duly modifications, that the lease as modified is in full force and fully paid to an including effect and identifying the respective due dates immediately preceding modifications); (ii) the date of such notice upon which Tenant began paying Rent and shall constitute, as the dates to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior the Rent and other charges have been paid; (iii) that to the date best of such notice; provided, however that nothing contained Landlord's knowledge the Tenant is not in the default under any provision of this Section shall constitute waiver by lease, or, if in default, the nature thereof in detail; (iv) that the Premises have been completed in accordance with the terms hereof and Tenant is in occupancy and paying Rent on a current basis and that Landlord has no unsatisfied claims against Tenant (or if such is not the case, a statement as to the status of the Premises and/or Landlord's claims); (v) that there has been no prepayment of Rent other than that provided for in the lease; (vi) that there are no actions, whether voluntary or otherwise, pending against Landlord under the Bankruptcy Code or the bankruptcy laws of any default in payment state; and (vii) such other matters as may be reasonably required by the Tenant or its designee, including, without limitation, any other information concerning the status of rent this lease or other charges existing parties' performance hereunder reasonably requested by the party to whom such estoppel certificate is to be addressed. Landlord's failure to complete, execute and deliver the aforesaid estoppel certificate within said time period shall be deemed a default under Section 29 subject to notice and an opportunity to cure such default as provided in Section 29 except that the time period for cure shall be three (3) business days after Landlord's receipt of the date Tenant's notice of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samedefault.
Appears in 1 contract
Sources: Lease (Chicago Title Corp)
Estoppel Certificate. Landlord and (a) Tenant agree that each will, shall at any time and from time to time, within upon not less than ten (10) days following prior written notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing writing: (i) certifying that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification, identifying the instruments of modification and certifying that the same this Lease, as so modified, is in full force and effect and stating the modificationseffect), and the date to which the annual rent Base Rent, security deposit, Additional Rent and any other payments due hereunder from Tenant have been charges are paid in advance, if any, and stating whether or not (ii) acknowledging that there are defenses not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or offsets claimed by the maker specifying such defaults, if any, which are claimed. Additionally, if required, Tenant shall affirming any or ad of the certificate following: a) that the lease is in full force and effect; b) whether tenant has renewal or other options; c) whether Tenant is currently in possession of and paying full rent on the premises; d) that the Tenant's rent is not to prepaid by more than one month's base rental amount; e) whether Tenant is currently, or has in the best past, received any rental concessions or abatements; f) that tenant knows of knowledge no defaults by either the Landlord or Tenant; g) that Tenant is not Solvent or contemplating bankruptcy or has been threatened with involuntary bankruptcy proceedings. Any such statement may be conclusively relied upon by any prospective purchaser, encumbrance or other transferee of the signer of Premises.
(b) Tenant's failure to deliver such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each statement within such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and time shall be conclusive upon Tenant’s business operations : (and the Guarantor of this Lease, if this Lease be guaranteedi) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constituteeffect, without modification except as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing be represented by Landlord, (ii) that there are no uncured defaults in Landlord's performance, and (iii) that no rent has been paid in advance; and
(c) If Landlord desires to finance or refinance the Premises or the Building, or any part thereof, Tenant hereby agrees to deliver to Landlord and/or to any lender designated by Landlord such financial records of Tenant as may reasonably required by such lender. Such statements may include but not be limited to the past three (3) years' financial statements of Tenant. All such financial statements shall still remain liable be received by Landlord in confidence and shall be used only for the samepurposes herein set forth.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within Within ten (10) days following after receipt of written notice by the other party hereto specifying that it is given pursuant to this Sectionrequest from Landlord, execute, acknowledge Tenant shall execute and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying certificate stating (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same is in full force and effect as modified, and stating all modifications, (ii) the modifications)then current Basic Monthly Rent, and (iii) the date dates to which the annual rent and any other payments due hereunder from Tenant have Basic Monthly Rent has been paid in advance, if any(iv) the amount of any security deposit, and stating prepaid rent, or other payment constituting Rent which has been paid, (v) whether or not there are defenses Tenant or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default under this Lease and whether there currently exist any defenses or rights of offset under the Lease in performance favor of any covenant agreement Tenant, and (vi) such other reasonable matters as Landlord may reasonably request regarding Landlord or condition contained in Tenant’s compliance with the terms of the Lease. Tenant’s failure to deliver such certificate within such ten day period shall be deemed a material Event of Default under this Lease, provided it shall also be deemed conclusive upon Tenant for the benefit of Landlord, and if soany successor in interest to Landlord, Specifying each such default any lender or proposed lender, and any purchaser or proposed purchaser of which the maker may have knowledge and if requestedProject that, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) except as may be reasonably requested represented by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to executeLandlord, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and effect, no Rent has been paid more than thirty (30) days in advance, neither Tenant nor Landlord is in default under this Lease, no defenses or rights of offset under the Lease exist in favor of Tenant. Tenant will similarly, in connection with any lending or Transfer transaction, upon ten days written request from Landlord, execute an estoppel certificate in favor of Landlord’s proposed lender or Transferee including all the matters described above, together with such additional statements as may be customarily required by the proposed lender or Transferee, including without limitation, (i) the status of all improvements made to the Premises, (ii) a certification that such rents have no Hazardous Materials are used in connection with the Premises, (iii) an acknowledgment that this Lease has been duly and fully paid or is being assigned as additional security for any Loan secured by the Premises, (iv) that Lender shall not be bound by any modification, amendment, termination or surrender of the Lease made without Lender’s written consent, (v) that after expiration of any notice period applicable to an including the respective due dates immediately preceding the date of such Landlord, Tenant shall provide Lender with notice and shall constitutean opportunity to cure such default equivalent to that provided to Landlord, as to any person entitled as aforesaid to rely (vi) that Landlord, Lender or Purchaser is relying upon such statementscertification, waiver of any defaults which and (vii) such other reasonable matters as Landlord or its Lender may exist prior reasonably request. Failure to the date of provide such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver documentation within ten (10) days after written request by Landlord shall be deemed an Event of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameDefault under this Lease.
Appears in 1 contract
Estoppel Certificate. Landlord and Tenant agree that each will, Either party shall at any time and from time to time, within time upon not less than ten (10) days following written business days’ prior notice by to the other party hereto specifying that it is given pursuant to this Section(the “Requesting Party”), execute, acknowledge and deliver to the party who gave such notice, or its designate, Requesting Party a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent Yearly Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default and such other facts as the Requesting Party may reasonably request and which are customarily included in estoppels certificates, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (Building or of the Building and the Guarantor land or of this Leaseany interest of Landlord therein, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee mortgagee or prospective mortgagee thereof, any lessor or purchaserprospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. The failure Time is of either party the essence in respect of any such requested certificate, both parties hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sale and the like. If T▇▇▇▇▇ fails to execute, acknowledge so execute and deliver to the other a statement in accordance with the provisions of this Section such estoppel certificate within said such ten (10) business day period period, then Landlord shall constitute an acknowledgmentbe entitled to send Tenant a second notice requesting such execution and delivery of such estoppel certificate (“Second Notice”), by and if Tenant fails to execute and deliver such estoppel certificate within three (3) days after the party given such noticeSecond Notice, which may be relied on by any person holding or proposing then Tenant shall pay to acquire an interest Landlord a fee in the Building or any party thereof or amount of Five Hundred and 00/100 Dollars ($500.00) per day for each day beyond the Premises or this Lease from or through third (3rd) day after the Second Notice that T▇▇▇▇▇ fails to execute and deliver such estoppel certificate. Such fee shall be in addition to L▇▇▇▇▇▇▇'s other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameremedies hereunder.
Appears in 1 contract
Sources: Lease Agreement (Hubspot Inc)
Estoppel Certificate. Landlord shall, at the request of Tenant and Tenant agree that each will, shall at the request of Landlord at any time and from time to time, within time upon not less than ten (10) days following days, prior written notice by the other party hereto specifying that it is given pursuant to this Sectionnotice, execute, acknowledge in recordable form, and deliver to the party who gave such noticeother, or for the Tenant to its designateauditor or a prospective purchaser of its business or assets, or to its assignee or subtenant if acceptable to Landlord, or for the Landlord to Landlord's mortgagee, the lessor under any Ground Lease, auditors or a prospective purchaser of the Project or any part thereof, a statement in writing certifying certificate stating that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as so modified, is in full force and effect and stating the modificationseffect), and the dates to which the rent and other charges are paid, and that Tenant is paying rent on a current basis with no offsets or claims, and there are not, to Tenant's or Landlord's knowledge, as the case may be, any uncured defaults on the part of Landlord or of Tenant (or specifying such offsets, claims or defaults, if any are claimed). Such certificate may require the party giving it to specify the date of commencement of rent, the Commencement Date, the Termination Date, the Base Rent, current Operating Cost Share Rent and Tax Share Rent estimates, the date to which rent has been paid, whether or not Landlord has completed any improvements required to be made to the annual rent Premises and such other matters as may be required. It is expressly understood and agreed that any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the Project or by any ground lessor, or by a purchaser or assignee or lender to Tenant or to auditors of either party hereto or by any other payments due person to whom it is delivered. The failure to deliver such statement within the time required hereunder from Tenant have shall, at the option of the requesting party, be a default under this Lease, or be conclusive evidence, binding upon the nonperforming party that this Lease is in full force and effect, without modification except as may be represented by the requesting party, that there are no uncured defaults by the requesting party and that not more than one (1) month's rent has been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease nonperforming party shall be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease estopped from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of asserting any defaults which may exist prior known to the date of such notice; provided, however it at that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sametime.
Appears in 1 contract
Sources: Lease (Naviant Inc)
Estoppel Certificate. Landlord and Tenant agree that each willTENANT shall, without charge therefore, at any time and from time to time, within ten (10) days following written notice after request by the other party hereto specifying that it is given pursuant to this SectionOWNER, execute, acknowledge and deliver to OWNER a written Estoppel Certificate certifying to the party who gave such noticeOWNER, any mortgagee, designee of the mortgagee or any purchaser of the Building, or its designateany other person designated by OWNER, a statement as of the date of such Estoppel Certificate: (a) that TENANT is in writing certifying possession of the Demised Premises; (b) that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and setting forth such modification); (c) whether or not there are then existing any setoffs or defenses against the enforcement of any right or remedy of OWNER, or any duty or obligation of TENANT hereunder (and, if so, specifying the same in detail); (d) the amount of the rent paid hereunder and the dates through which such rent has been paid; (e) that TENANT has no knowledge of any then uncured defaults on the part of OWNER under this Lease (or if TENANT has knowledge of any such uncured defaults, specifying the same in detail; (f) that TENANT has no knowledge of any event having occurred that authorized the termination of the Lease by TENANT (or if TENANT has such knowledge, specifying the same in detail); (g) the amount of any security deposit held by OWNER; and (h) such reasonable other information requested by OWNER, such mortgagee, assignee of such mortgagee, such purchaser or such other person as designated by OWNER. Failure to deliver the Certificate within ten days after request by OWNER shall be conclusive upon TENANT for the benefit of OWNER and any successor to OWNER that this Lease is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have has not been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) modified as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, represented by the party given requesting the Certificate. If TENANT fails to deliver the Certificate within the ten days after requested by OWNER, then by such noticefailure, which may be relied on by any person holding or proposing TENANT shall irrevocably constitute and appoint OWNER as its attorney-in-fact to acquire an interest in execute and deliver the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as Certificate to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samethird party.
Appears in 1 contract
Sources: Lease Agreement (Oak Ridge Financial Services, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each willAt any time, at any time and from time to time, within ten Tenant shall, promptly and in no event later than fifteen (1015) days following written notice by the other party hereto specifying that it is given pursuant to this Sectionafter a request from Landlord, execute, acknowledge and deliver to Landlord a certificate in the party who gave form attached hereto as Exhibit D or such notice, or its designate, a statement in writing certifying other reasonable form as may be supplied by Landlord certifying: (i) that Tenant has accepted the Premises; (ii) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified (or if modified, setting forth all modifications); (iii) the commencement and expiration dates of the Term, and including the terms of any extension options of Tenant; (iv) the date to which the annual rent and any other payments due hereunder from Tenant rentals have been paid in advanceunder this Lease and the amount thereof then payable; (v) whether, if anyto Tenant’s actual knowledge, and stating whether or not there are defenses or offsets claimed then any existing defaults by Landlord in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in its obligations under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseand, if there are any such defaults, specifying the nature and extent thereof; (vi) that Tenant is not in default under this Lease be guaranteedbeyond any grace or cure periods, except as to defaults specified in the certificate; (vii) as may be the capacity of the person executing such certificate, and that such person is duly authorized to execute the same on behalf of Tenant; (viii) that Landlord has no actual involvement in the management or control of decision making related to the operational aspects or the day-to-day operations of the Premises; and (ix) any other information reasonably requested by Landlord relating to the Premises or the Lease. At any Mortgagee time, and from time to time, Tenant shall, at Landlord’s request and expense, use commercially reasonable efforts to obtain estoppel certificates, in a form requested by Landlord or prospective mortgagee any Landlord Mortgagee, from any applicable counterparties under any applicable declarations, covenants, conditions and restrictions, reciprocal easement agreements or purchaserother encumbrances. The failure of either party At any time, and from time to time, Landlord shall, promptly and in no event later than fifteen (15) days after a request from Tenant, execute, acknowledge and deliver to Tenant a certificate in the form attached hereto as Exhibit F or such other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which reasonable form as may be relied on supplied by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, Tenant certifying: (i) that this Lease is unmodified and in full force and effect and has not been modified (or if modified, setting forth all modifications); (ii) the commencement and expiration dates of the Term, including the terms of any extension options of Tenant; (iii) the date to which the rentals have been paid under this Lease and the amount thereof then payable; (iv) whether, to Landlord’s actual knowledge, there are then any existing defaults by Tenant in the performance of its obligations under this Lease, and, if there are any such defaults, specifying the nature and extent thereof; (v) that Landlord is not in default under this Lease beyond any grace or cure periods, except as to defaults specified in the certificate; (vi) the capacity of the person executing such certificate, and that such rents have been person is duly and fully paid authorized to an including execute the respective due dates immediately preceding same on behalf of Landlord; (vii) that Landlord has no actual involvement in the date management or control of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior decision making related to the date of such notice; provided, however that nothing contained in operational aspects or the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as day-to-day operations of the date of such notice and, unless expressly consented Premises; and (ix) any other information reasonably requested by Tenant relating to in writing by Landlord, and Tenant shall still remain liable for the samePremises or the Lease.
Appears in 1 contract
Sources: Lease Agreement (SouthState Corp)
Estoppel Certificate. Landlord and (a) Within 15 Business Days following request from Landlord, any Superior Mortgagee or any Superior Lessor, Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and shall deliver to the party who gave such notice, or its designate, Landlord a statement executed and acknowledged by Tenant, in writing certifying form reasonably satisfactory to Landlord, (i) stating, to the extent then determinable, the Commencement Date, the First Rent Commencement Date, the Second Rent Commencement Date and the Expiration Date, and that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is then in full force and effect and stating the has not been modified (or if modified, setting forth all modifications), and (ii) setting forth the date to which the annual rent Fixed Rent and any other payments due hereunder from Tenant Additional Rent have been paid paid, together with the amount of monthly Fixed Rent, Tax Payment and Operating Payment then payable, (iii) stating whether or not, to the best of Tenant’s knowledge, Landlord is in advancedefault under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security deposit, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if communications under this Lease shall be guaranteedsent, and (ix) as may be responding to any other matters reasonably requested by any Landlord, such Superior Mortgagee or prospective mortgagee or purchasersuch Superior Lessor. The failure of either party Tenant acknowledges that any statement delivered pursuant to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten Section
(10a) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on upon by any person holding purchaser or proposing to acquire an owner of the Project or the Building, or all or any portion of Landlord’s interest in the Project or the Building or under any party thereof Superior Lease, or by any Superior Mortgagee or assignee thereof, or by any Superior Lessor or assignee thereof.
(b) Within 10 Business Days following request from Tenant (but in no event more than once in any twelve month period), Landlord shall deliver to Tenant a statement executed and acknowledged by Landlord, in form reasonably satisfactory to Tenant, (i) stating, to the Premises or this Lease from or through extent then determinable, the other partyCommencement Date, the First Rent Commencement Date, the Second Rent Commencement Date and the Expiration Date, and that this Lease is unmodified and then in full force and effect and that such rents has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which Fixed Rent and any Additional Rent have been duly paid, together with the amount of monthly Fixed Rent, Tax Payment and fully paid Operating Payment then payable and (iii) stating whether or not, to an including Landlord’s knowledge, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth in reasonable specificity the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver nature of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samedefaults.
Appears in 1 contract
Sources: Lease (Justworks, Inc.)
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within Upon not less than ten (10) days following business days’ prior written notice request by the other party hereto specifying that it is given pursuant L▇▇▇▇▇▇▇, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing writing, which may be in the form attached hereto as Exhibit F or in another form reasonably similar thereto, or such other form as Landlord may provide from time to time, certifying all or any of the following: (i) that this Lease is unmodified and in full force and effect effect, (or ii) whether the term has commenced and Fixed Rent and Additional Rent have become payable hereunder and, if there so, the dates to which they have been modificationspaid, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor terms of this Lease, if (iv) whether T▇▇▇▇▇ has accepted possession of the Premises, (v) whether T▇▇▇▇▇ has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim, (vi) whether there exist any offsets or defenses against enforcement of any of the terms of this Lease upon the part of Tenant to be guaranteedperformed, and (vii) such further information with respect to the Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant to this subsection 6.1.11 may be relied upon by any prospective purchaser or mortgagee of the Premises, or any prospective assignee of such mortgage. Tenant shall also deliver to Landlord such financial information as may be reasonably requested required by Landlord to be provided to any Mortgagee mortgagee or prospective mortgagee or purchaserpurchaser of the Premises. The If Tenant fails to deliver the estoppel certificate within the required time period, and such failure continues for an additional five (5) days following a second written request from Landlord, then Tenant shall be obligated to pay to Landlord, as Additional Rent within twenty (20) days of either party to executedemand, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest fee in the Building or any party thereof or amount of $500.00 per day for each day that Tenant fails to deliver the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained requested estoppel in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as period beginning on the day after the expiration of the date of such notice and, unless expressly consented to in writing by Landlordinitial 10-day period, and ending on the day Tenant shall still remain liable for actually delivers the sameestoppel.
Appears in 1 contract
Sources: Office Lease (Myomo, Inc.)
Estoppel Certificate. Landlord and Within 10 days after written request from Landlord, Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge shall execute and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying certificate (“Estoppel Certificate”) stating (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same is in full force and effect as modified, and stating all modifications, (ii) the modifications)then‑current Basic Monthly Rent, and (iii) the date dates to which the annual rent and any other payments due hereunder from Tenant have Basic Monthly Rent has been paid in advance, (iv) the amount of any security deposit or letter of credit, if anyapplicable, and stating prepaid rent or other payment constituting Rent which has been paid, (v) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not Tenant or, to the best of knowledge of the signer of such certificate the other party Tenant, Landlord is in default under this Lease and whether, to the knowledge of Tenant, there currently exist any defenses or rights of offset under the Lease in performance favor of Tenant, (vi) that any covenant agreement work required to be performed by Landlord under this Lease is complete (or condition contained in this Leasestating any exceptions), (vii) that any tenant improvement allowance has been paid (or stating any exceptions), and if so(viii) such other matters as Landlord may reasonably request. Landlord will similarly, Specifying each such default in connection with any lending or Transfer transaction, upon 10-days written request from Tenant, execute an estoppel certificate in favor of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations ▇▇▇▇▇▇'s proposed lender or Transferee confirming (and the Guarantor of this Lease, if this Lease be guaranteedi) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect, or in full force and effect as modified, and that such rents have stating all modifications, (ii) the then‑current Basic Monthly Rent, (iii) the dates to which Basic Monthly Rent has been duly paid in advance, (iv) the amount of any security deposit or letter of credit, if applicable, prepaid rent, or other payment constituting Rent which has been paid, and fully paid (v) whether or not to an including the respective due dates immediately preceding best of Landlord's knowledge Tenant is in default under this Lease. The requirement for Tenant to execute and deliver to Landlord, the date of such notice and shall constituteEstoppel Certificate, as to required above, shall not be delayed, conditioned, or withheld for any person entitled as aforesaid to rely upon such statements, waiver reason; this requirement shall be an independent covenant of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of Tenant under this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease.
Appears in 1 contract
Estoppel Certificate. Landlord and The Tenant agree agrees that each will, at any time and from time to timetime at reasonable intervals, within ten (10) days following after written notice request by the other party hereto specifying that it is given pursuant to this SectionLandlord, Tenant shall execute, acknowledge and deliver to the party who gave Landlord and/or to such noticeassignee, mortgagee, or its designateother similar secured party as may be designated by the Landlord, a statement in writing certifying certificate stating (i) that this by such certificate the Lease is ratified; (ii) the day on which the Tenant has entered into occupancy of the Premises; (iii) the amount of the monthly portion of the Rent; (iv) that the Lease is unmodified and in full force and or effect (or if there have been modifications, that the same Lease is in full force and effect as modified, identifying the modification agreements, or if the Lease is not in full force and stating effect, the modificationscertificate shall so state); (v) that the Lease as modified represents the entire agreement between the parties as to the leasing (or, and if such is not the case, the certificate shall so state); (vi) the date to on which the annual rent and any other payments due hereunder from Tenant Lease expires; (vii) that all conditions under the Lease to be performed by the Landlord have been paid in advancesatisfied and, if anythat as of the date of such certificate, and stating whether or not there are not existing defenses or offsets claimed which the Tenant has against the enforcement of the Lease by the maker of Landlord (or if such conditions have not been satisfied, the certificate shall so state); (viii) the amount of any advance rent which has been deposited with the Landlord; (ix) the month and whether or not year through which the rent has been paid; and (x) such other matters related to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by the Landlord or any Mortgagee or prospective mortgagee or purchaserof its aforesaid designees. The failure of either party If the Tenant fails to execute, acknowledge and deliver to the other a provide statement in accordance with the provisions of this Section within said ten (10) business days after Landlord's written request therefor, Tenant hereby agrees to pay Landlord as liquidated damages to reimburse Landlord for expense incurred by Landlord in satisfying its needs for the estoppel certificate, in an amount equal to One Hundred Fifty Dollars ($150.00) per day for each day following the ten (10) day period until such time as the Tenant executes the estoppel certificate or a certificate accurately stating the circumstances subject to the Landlord's inquiry. This liquidated damage payment, shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date Additional Rent obligation of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameTenant.
Appears in 1 contract
Sources: Purchase Agreement (United American Healthcare Corp)
Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within 33.01 Within ten (10) business days following written notice by after either party's request, the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge shall execute and deliver to the requesting party who gave such notice, or its designate, a statement in writing (i) certifying that this Lease lease is unmodified and in full force and effect (or or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications)) and whether any options granted to Tenant pursuant to the provisions of this lease have been exercised, and (ii) certifying the date dates to which the annual fixed rent and any other payments due hereunder from Tenant additional rent have been paid in advanceand the amounts thereof, if any, and (iii) stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not not, to the best of knowledge of the signer of such certificate signer, the other party is in default in performance of any covenant agreement of its obligations under this lease, or condition contained if Tenant is the certifying party, whether Tenant is in this Leasedefault, and and, 100 if so, Specifying specifying each such default of which the maker signer may have knowledge knowledge, (iv) stating whether Tenant has any rights to offsets or abatement of rent, (v) stating whether Tenant has prepaid any rent for more than one month in advance, and if requested(vi) certifying such other information as the requesting party reasonably requests, it being intended that any such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as statement delivered pursuant hereto may be reasonably requested relied upon by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance others with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by whom the party given requesting such notice, certificate may be dealing and their respective successors and/or assigns. Breach of the foregoing will constitute Tenant's acknowledgement which may be relied on by any person holding or proposing to acquire an interest in the Building Building, this lease or any party thereof or the Premises or this Lease from or through the other partysuperior mortgage, that this Lease lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall will constitute, as to any person entitled as aforesaid to rely upon such statementsperson, a waiver of any defaults on Landlord's part which may exist prior to the date of such notice; provided, however that nothing contained in the provision request. The foregoing shall not limit any other rights and remedies available to Landlord for breach of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameArticle.
Appears in 1 contract
Sources: Lease Agreement (About Com Inc)