Estoppel Certificates Sample Clauses

Estoppel Certificates. (a) The Borrower, within ten (10) days after the Administrative Agent’s request, shall furnish to the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notes, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request. (b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.

Estoppel Certificates. (a) At any time upon not less than ten (10) business days’ prior notice from Landlord, Tenant shall execute, acknowledge and deliver to Landlord and any other person or entity named in such notice a statement in a form prescribed by Landlord certifying and acknowledging that (a) this Lease represents the entire agreement between Landlord and Tenant, and 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 date to which the Base Rent and other charges are paid in advance, if any, and (b) there are not, to Tenant’s knowledge, any uncured defaults on the part of Tenant, or specifying such defaults if any are claimed. Any prospective purchaser or encumbrances of the Leased Premises or the business of Landlord may conclusively rely upon any such statement. (b) At any time upon not less than ten (10) business days’ prior notice from Tenant, Landlord shall execute, acknowledge and deliver to Tenant and any other person or entity named in such notice a statement in a form prescribed by Tenant certifying and acknowledging that (a) this Lease represents the entire agreement between Landlord and Tenant, and 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 date to which the Base Rent and other charges are paid in advance, if any, and (b) there are not, to Landlord’s knowledge, any uncured defaults on the part of Landlord, or specifying such defaults if any are claimed. Any prospective purchaser or encumbrances of the Leased Premises or the business of Tenant may conclusively rely upon any such statement.

Estoppel Certificates. Tenant or Landlord (the “responding party”), as applicable, shall at any time and from time to time, within ten (10) business days after written request by the other party (the “requesting party”), execute, acknowledge and deliver to the requesting party a certificate in writing stating: (i) that this Lease is unmodified and in full force and effect, or if there have been any modifications, that this Lease is in full force and effect as modified and stating the date and the nature of each modification; (ii) the date to which rental and all other sums payable hereunder have been paid; (iii) that the requesting party is not in default in the performance of any of its obligations under this Lease, that the certifying party has given no notice of default to the requesting party and that no event has occurred which, but for the expiration of the applicable time period, would constitute an event of default hereunder, or if the responding party alleges that any such default, notice or event has occurred, specifying the same in reasonable detail; and (iv) such other matters as may reasonably be requested by the requesting party or by any institutional lender, mortgagee, trustee, beneficiary, ground lessor, sale/leaseback lessor or prospective purchaser of the Center, or prospective sublessee or assignee of this Lease. Any such certificate provided under this Section 15.3 may be relied upon by any lender, mortgagee, trustee, beneficiary, assignee or successor in interest to the requesting party, by any prospective purchaser, by any purchaser on foreclosure or sale, by any grantee under a deed in lieu of foreclosure of any mortgage or deed of trust on the Property, by any subtenant or assignee, or by any other third party. Failure to execute and return within the required time any estoppel certificate requested hereunder, if such failure continues for five (5) days after a second written request by the requesting party for such estoppel certificate, shall be deemed to be an admission of the truth of the matters set forth in the form of certificate submitted to the responding party for execution.

Estoppel Certificates. 9.5.1 If Buyer elects (or is deemed to have elected) not to terminate this Agreement on or before the end of the Due Diligence Period pursuant to Section 3.6, then Seller shall use commercially reasonable efforts to obtain tenant estoppel certificates from each Tenant of the Property in the form prescribed in the applicable Lease, or otherwise in accordance with the provisions for estoppel certificates prescribed in the applicable Lease, and, if no form or specified provisions are so prescribed, in the form attached hereto as Exhibit “J”. It shall be a condition to Buyer’s obligation to close the sale and purchase of the Property that, (A) as soon as they are available but no later than two (2) days prior to the Closing, Seller delivers to Buyer tenant estoppel certificates in the form, prescribed in the preceding sentence, in favor of Buyer, dated not earlier than thirty (30) days from the Closing Date from: (i) Giant, Giant Gas, ▇▇▇▇▇ Fargo, Staples, Party City and Pier One (collectively, “Major Tenants”), and (ii) such other tenants that do not constitute Major Tenants (collectively, the “Other Tenants”) so as to obtain estoppel from tenants, in the aggregate, occupying at least eighty five percent (85%) of the gross leasable area (the “GLA”) of the Shopping Center (including the Major Tenants), and (B) such tenant estoppels (x) are consistent in all material respects with the Rent Roll and the Leases delivered to Buyer as part of the Due Diligence Items and with the substance of any material representation made by Seller in this Agreement, (y) do not identify any material unperformed landlord obligations (except, with respect to New Leases and Pending Leases for landlord obligations expressly set forth in the Due Diligence Items delivered to Buyer or otherwise agreed to in writing by Buyer). 9.5.2 As to any Lease for which Seller is unable to timely obtain an estoppel certificate from any Tenant, Seller shall have the right, but not the obligation, as determined in Seller’s sole discretion, to deliver to Buyer Seller’s own estoppel certificate in the form attached as Exhibit “J” (which shall be completed by Seller and warranted and represented by Seller to Seller’s knowledge), setting forth the matters which should have been covered by such missing estoppel certificate. Notwithstanding the foregoing, in no event may Seller us any Seller estoppels to satisfy the condition to closing set forth in Section 9.5.1. The applicable limits on liability set fort...

Estoppel Certificates. Tenant shall, from time to time, upon written request of Landlord, execute, acknowledge and deliver to Landlord or its designee a written statement specifying the following, subject to any modifications necessary to make such statements true and complete: (i) the total rentable square footage of the Premises; (ii) the date the Lease term commenced and the date it expires; (iii) the amount of minimum monthly Rent and the date to which such Rent has been paid; (iv) that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way; (v) that this Lease represents the entire agreement between the parties; (vi) that all obligations under this Lease to be performed by either party have been satisfied; (vii) that there are no existing claims, defenses or offsets which the Tenant has against the enforcement of this Lease by Landlord; (viii) the amount of Rent, if any, that Tenant paid in advance; (ix) the amount of security that Tenant deposited with Landlord; (x) if Tenant has sublet all or a portion of the Premises or assigned its interest in the Lease and to whom; (xi) if Tenant has any option to extend the Lease or option to purchase the Premises; and (xii) such other factual matters concerning the Lease or the Premises as Landlord may reasonably request. Tenant acknowledges and agrees that any statement delivered pursuant to this Section may be relied upon by a prospective purchaser of Landlord's interest or assignee of any mortgage or new mortgagee of Landlord's interest in the Premises. If Tenant shall fail to respond within ten (10) days to Landlord's request for the statement required by this Section, Landlord may provide the statement and Tenant shall be deemed to have admitted the accuracy of the information provided by Landlord.

Estoppel Certificates. The Tenant agrees that it will at any time and from time to time, upon not less than ten (10) days’ prior written notice, execute and deliver to the Landlord a statement in writing certifying that, this Lease is unmodified and in full force and effect (or, if modified, stating the modifications and that same is in full force and effect, as modified), the amount of the Rent then being paid hereunder, the dates to which same, by installment or otherwise, and other sums herein provided to be paid by the Tenant, have been paid, the particulars and amount of insurance policies on the Demised Premises in which the Tenant’s or Landlord’s or a Mortgagee’s interest is noted, that Tenant is not in default under this Lease (or if it is in default, stating the particulars), that Covenantor is not in default under the Covenant Agreement (or if it is in default, stating the particulars), stating, to Tenant’s knowledge, whether or not there is any existing default by Landlord under this Lease (and if so, setting forth the particulars to Tenant’s knowledge of them); and stating to Tenant’s knowledge as to any other matters reasonably requested by Landlord. The Landlord agrees that it will, at any time and from time to time, upon not less than ten (10) days’ prior written notice, execute and deliver to the Tenant a similar statement stating, in addition, whether or not there is, to Landlord’s knowledge, any existing default on the part of the Tenant, if any insurance with respect to the Demised Premises is carried separately by Landlord, the particulars and amount of such Landlord insurance policies on the Demised Premises in which the Landlord’s and the Tenant’s interest is noted and the amount, to Landlord’s knowledge, of arrears, if any, of Rent herein provided to be paid by the Tenant. Any such statement delivered pursuant to the provisions of this Section 13.7 may be conclusively relied upon by any purchaser or prospective purchaser or any Mortgagee or prospective Mortgagee of the fee or leasehold or any prospective assignee, sub-lessee or other transferee, save as to any default on the part of the Landlord or the Tenant of which the party giving such statement does not have notice at the date thereof.

Estoppel Certificates. (a) Each Party (as "RESPONDING PARTY") shall within ten (10) days after written notice from the other Party (the "REQUESTING PARTY") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "ESTOPPEL CERTIFICATE" form published by the American Industrial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such ten day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) if Lessor is the Requesting Party, not more than one month's Rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including, but not limited to, Lessee's financial statements for the past three (3) years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (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 date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Either party to this Lease will, at any time, upon not less than ten (10) business days prior request by the other party, execute, acknowledge and deliver to the requesting party a statement in writing, executed by an executive officer of such party, certifying that: (a) this Lease is unmodified (or if modified then disclosure of such modification shall be made); (b) this Lease is in full force and effect; (c) the date to which the Rent and other charges have been paid; and (d) to the knowledge of the signer of such certificate that the other party is not in default in the performance of any covenant, agreement or condition contained in this Lease, or if a default does exist, specifying each such default of which the signer may have knowledge. It is intended that any such statement delivered pursuant to this Article may be relied upon by any prospective purchaser or mortgagee of the Leased Premises or any assignee of such mortgagee or a purchaser of the leasehold estate.