Estoppel Certificates from Tenants. As a Condition Precedent to Purchaser's obligation to close hereunder, Seller shall have obtained and delivered to Purchaser, on or prior to the Closing Date, an estoppel certificate in the form attached hereto as EXHIBIT F (or in the form required by the applicable tenant's Lease to the extent a form is attached) without material and adverse modification or adjustment by the applicable tenant of such Estoppel Certificate or any modification thereto by the applicable tenant that is inconsistent with the description of economic terms of the applicable tenancy contained in the Rent Roll (an "ESTOPPEL CERTIFICATE") dated no earlier than forty-five (45) days prior to the Closing Date (except to the extent Purchaser elects to extend Closing pursuant to SECTION 6.5, in which event Estoppel Certificates must be dated not earlier than seventy-five (75) days prior to Closing), from (a) tenants that account for at least seventy percent (70%) of the gross rent of the Project (the "REQUIRED ESTOPPEL AMOUNT"); and (b) all of the tenants identified on SCHEDULE 11.3 (the "CRITICAL TENANTS"), which Critical Tenants shall be included for purposes of calculating the Required Estoppel Amount. Notwithstanding anything contained herein to the contrary, if either or both of Paragraphs 11 and 12 from the form of Estoppel Certificate attached hereto as EXHIBIT F are (x) removed (in whole or in part) by a tenant, or (y) modified by a tenant to include a knowledge or notice standard, or (z) otherwise adjusted or modified by a tenant in a fashion that is not material and adverse in nature (any such removal or modification described in items (x), (y) and (z), a "PERMITTED MODIFICATION"), such Permitted Modifications shall not be deemed a material and adverse modification or adjustment by a tenant and Seller shall accept an Estoppel Certificate, for purposes of determining whether the Required Estoppel Amount has been satisfied, in which Permitted Modifications have been made to either or both of Paragraphs 11 and 12 provided that such Estoppel Certificate otherwise satisfies the requirements of the preceding sentence. If Seller (despite its diligent efforts) is unable to obtain an Estoppel Certificate from a sufficient number of tenants such that the Required Estoppel Amount is satisfied, Purchaser's sole remedy shall be to either (i) terminate this Agreement and receive back the Xxxxxxx Money with all interest accrued thereon; or (ii) proceed to close and automatically and forever w...

Estoppel Certificates from Tenants. Sellers shall use Sellers' commercially reasonable efforts to obtain, on or prior to the Closing Date, a tenant's estoppel certificate from Tenants occupying at least eighty percent (80%) of each Project (except Tred Avon) or such larger percentage as Buyer's lender or lenders may require (provided, that Buyer advises Sellers of lender requirements at least thirty (30) days before Closing) (the "Estoppel Certificate"), dated no earlier than thirty (30) days prior to the Closing Date, from each of the Tenants. The Estoppel Certificate shall be certified to Buyer, the Entity owning the Project in which the applicable Tenant is located, and any other party designated by Buyer. If Sellers (despite Sellers' required best efforts) are unable to obtain an Estoppel Certificate from the required percentage of Tenants Buyer's sole remedy shall be to proceed to close and accept Seller's own Estoppel Certificate with respect to the Lease and tenancy for which Sellers fail to procure an Estoppel Certificate from the relevant Tenant (and any Estoppel Certificate so executed by a Seller shall also be tailored, in a manner mutually and reasonably acceptable to Buyer and such Seller, to reflect its issuance by the landlord, rather than the Tenant in question). Each such Estoppel Certificate shall be substantially in the form attached hereto as Exhibit "Tenant Estoppel Certificate" or in such other form as Buyer's lender or lenders may require. At Buyer's request, when Sellers request the Tenant Estoppels, Sellers shall simultaneously request, and thereafter Sellers shall use Sellers' commercially reasonable efforts to obtain, on or before the Closing Date, from each Tenant a subordination, non-disturbance and attornment agreement in such form and content as Buyer or Buyer's lender may require.

Estoppel Certificates from Tenants. It shall be an Acquiror’s Condition Precedent that Contributor shall have obtained and delivered to Acquiror or Subsidiary, on or prior to the Closing Date, a tenant’s estoppel certificate (the “Estoppel Certificate”), dated no earlier than 30 days prior to the Closing Date, from each of the Tenants. The Estoppel Certificate shall be certified to Subsidiary and any other party designated by Acquiror. If Contributor is unable to obtain an Estoppel Certificate from any Tenant, Acquiror’s sole remedy shall be to either (i) terminate this Agreement because of non-satisfaction of an Acquiror’s Condition Precedent; or (ii) proceed to close and accept Contributor’s own Estoppel Certificate (to be given at Contributor’s option) with respect to the Lease and tenancy for which Contributor fails to procure an Estoppel Certificate from the relevant Tenant (and any Estoppel Certificate so executed by Contributor shall also be tailored, in a manner mutually and reasonably acceptable to Subsidiary and Contributor, to reflect its issuance by the landlord, rather than the Tenant in question). Each such Estoppel Certificate shall be substantially in the form attached hereto as EXHIBIT L.

Estoppel Certificates from Tenants. The XxXxxxx Contributor shall use its reasonable, good faith and diligent efforts to obtain and deliver to Acquiror, on or prior to the Closing Date, a tenant's estoppel certificate (the "Estoppel Certificate") dated no earlier than 60 days prior to the Closing Date from each of the Tenants. Each such Estoppel Certificate shall be substantially in the form attached hereto as Exhibit B. It shall be an Acquiror's Condition Precedent that the XxXxxxx Contributor shall obtain and deliver to Acquiror, at Closing, Estoppel Certificates for (i) 75% of the total aggregate gross rental income for all of the Properties (as shown on the Rent Roll delivered at Closing), (ii) any single-Tenant Property and (iii) those particular Tenants reflected in Schedule 9(b) ("Required Estoppel Tenants"). If the XxXxxxx Contributor satisfy the above requirement, but (despite their good faith and diligent efforts) are unable to obtain all of the remaining Estoppel Certificate(s) from any Tenants, then, at Closing, the XxXxxxx Contributor shall deliver to Acquiror an Estoppel Certificate with respect to such Tenant(s) in substantially the same form as Exhibit B; provided, however, that in the event that the XxXxxxx Contributor ultimately procure (within 60 days after Closing) an Estoppel Certificate from any Tenant with respect to which the XxXxxxx Contributor issue their own Estoppel Certificate and such Tenant's Estoppel Certificate complies with the requirements of this Paragraph 9(b), then the XxXxxxx Contributor shall be released from its own Estoppel Certificate with respect to that Tenant.

Estoppel Certificates from Tenants. As a Condition Precedent to Purchaser's obligation to close hereunder, Seller shall have obtained and delivered to the Purchaser, on or prior to the Closing Date, an estoppel certificate (the "Estoppel Certificate"), each dated no earlier than thirty (30) days prior to the Closing Date from:: (a) each of the Tenants under the Outparcel Leases; (b) each Tenant whose premises exceed 10,000 square feet; (c) 75% (measured by square footage leased) of the Tenants whose premises are between 1,000 and 10,000 square feet; and (d) 50% (measured by square footage leased) of the Tenants whose premises are less than 1,000 square feet, provided, however that if GECC requires a greater number of estoppel certificates from Tenants in connection with the assumption of the Existing Indebtedness, then the requirements of GECC shall control. Each such Estoppel Certificate shall be substantially in the form attached hereto as Exhibit O. Seller covenants to use reasonable diligent efforts to obtain Estoppel Certificates from all Tenants. If Seller (despite its diligent efforts) is unable to obtain an Estoppel Certificate from the required number of Tenants, Purchaser may elect to waive compliance with this requirement or Purchaser's sole remedy shall be to terminate this Agreement because of non-satisfaction of a Condition Precedent, in which event the Xxxxxxx Money, with interest thereon, will be immediately returned to Purchaser and, except as otherwise provided in this Agreement, neither party shall have any further liability to the other hereunder.

Estoppel Certificates from Tenants. FLIP shall use its reasonable, good faith and diligent efforts to obtain and deliver to the Company, on or prior to the Closing Date, a tenant's estoppel certificate (the "Estoppel Certificate") dated no earlier than 60 days prior to the Closing Date from each of the Tenants. Each such Estoppel Certificate shall be substantially in the form attached to the MCA as Exhibit B thereto. It shall be a condition precedent to the obligations of the Company that FLIP shall obtain and deliver to the Company, at Closing, Estoppel Certificates for (i) 75% of the total aggregate gross rental income for all of the FLIP Properties (as shown on the Rent Roll delivered at Closing), (ii) any single-Tenant FLIP Property and (iii) those particular Tenants reflected in Schedule 9(b) to the MCA with respect to the FLIP Properties ("Required Estoppel Tenants"). If FLIP satisfies the above requirement, but (despite its good faith and diligent efforts) is unable to obtain all of the remaining Estoppel Certificate(s) from any Tenants, then, at Closing, FLIP shall deliver to the Company an Estoppel Certificate with respect to such Tenant(s) in substantially the same form as such Exhibit B; provided, however, that in the event that FLIP ultimately procures (within 60 days after Closing) an Estoppel Certificate from any Tenant with respect to which FLIP issues its own Estoppel Certificate and such Tenant's Estoppel Certificate complies with the requirements of this paragraph, then FLIP shall be released from its own Estoppel Certificate with respect to that Tenant.

Related to Estoppel Certificates from Tenants

Estoppel Certificates Tenant, at any time and from time to time (but subject to the last sentence of this Paragraph 14), within ten (10) business days from receipt of written notice from Landlord, will execute, acknowledge and deliver to Landlord and, at Landlord’s request, to any prospective purchaser, ground or underlying lessor or Mortgagee or any other party acquiring an interest in Landlord, an estoppel certificate of Tenant in a form CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. containing such information as is customary or as may reasonably be required by any of such persons. Landlord, at any time and from time to time (but subject to the last sentence of this Paragraph 14), within ten (10) business days from receipt of written notice from Tenant, will execute and deliver to Tenant an estoppel certificate of Landlord certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification) and the date to which any rent and other charges have been paid in advance, and acknowledging that there are not, to Landlord’s knowledge, any uncured defaults on the part of Tenant or specifying such defaults if they are claimed. It is intended that any such certificate of either party delivered pursuant to this Paragraph 14 may be relied upon by the other party and any prospective purchaser, ground or underlying lessor or Mortgagee, or such other party. Neither party shall be required to provide an estoppel certificate to the other more than one time per calendar year, unless such party is then in default under this Lease, or an event has occurred that with the giving of notice or passage of time would lead to a default by such party, or in connection with a potential sale or refinancing of the Project or an interest in Landlord requesting party, in which events the one time per year limitation shall not apply.
Estoppel Certificate Tenant shall from time to time, upon written request by Landlord or any Lender execute, acknowledge and deliver to Landlord or such Lender, within ten (10) business days after receipt of such request, a statement in writing certifying, without limitation: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, identifying such modifications and certifying that the Lease, as modified, is in full force and effect); (ii) the dates to which Rent and any other charges have been paid; (iii) that Landlord is not in default under any provision of this Lease (or if Landlord is in default, specifying each such default) and that, if true, no events or conditions exist which, with the passage of time or notice or both, would constitute a default on the part of Landlord hereunder, (iv) the address to which notices to Tenant shall be sent; (v) the amount of Tenant’s security deposit and (vi) such other factual statements as may be reasonably requested by Landlord; it being understood that any such statement so delivered may be relied upon in connection with any lease, mortgage or transfer. Tenant’s failure to deliver such statement within such time shall be conclusive upon Tenant that: (i) this Lease is in full force and effect and has not been modified except as Landlord may represent; (ii) not more than one (1) month’s Rent has been paid in advance; (iii) there are no defaults by Landlord; (iv) notices to Tenant shall be sent to Tenant’s Address as set forth in Article 1 of this Lease; and (v) that all other statements contained in such estoppel are true and correct. Notwithstanding the presumptions of this Article, Tenant shall not be relieved of its obligation to deliver said statement.
Tenant Estoppel Certificates (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Tenant Estoppel Certificate Please refer to the documents described in Schedule 1 hereto, (the “Lease Documents”) including the “Lease” therein described; all defined terms in this Certificate shall have the same meanings as set forth in the Lease unless otherwise expressly set forth herein. The undersigned Tenant hereby certifies that it is the tenant under the Lease. Tenant hereby further acknowledges that it has been advised that the Lease may be collaterally assigned in connection with a proposed financing secured by the Property and/or may be assigned in connection with a sale of the Property and certifies both to Landlord and to any and all prospective mortgagees and purchasers of the Property, including any trustee on behalf of any holders of notes or other similar instruments, any holders from time to time of such notes or other instruments, and their respective successors and assigns (the “Beneficiaries”) that as of the date hereof:
Subordination to Mortgages; Estoppel Certificate Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now upon the Premises, the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a “Mortgage”) and to any future Mortgage provided that in the case of a future Mortgage the subordination shall be subject to the proposed lender providing the Tenant such lender’s standard form Subordination, Non-Disturbance and Attornment Agreement (“SNDA”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. As an alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease. Landlord and Tenant shall each, within ten (10) days after receipt of a written request from the other, execute and deliver a commercially reasonable estoppel certificate to those parties as are reasonably requested by the other (including a Mortgagee or prospective purchaser). Without limitation, such estoppel certificate may include a certification as to the status of this Lease, the existence of any defaults and the amount of Rent that is due and payable. Upon full execution of this Lease by the Landlord and the Tenant, the Landlord agrees to request an SNDA in such lender’s customary form, from the existing lender holding a mortgage on the Property.
Tenant Estoppels Purchaser shall have received Tenant estoppel certificates substantially in the form attached hereto as Exhibit C, (or, if different, the form and content required by the applicable Lease), for (i) Sam's Club, (ii) Home Depot and (iii) eighty percent (80%) of the remaining occupied space in the Property and shall deliver the same to Purchaser by no later than two (2) business days prior to the end of the Feasibility Period. Notwithstanding the foregoing, at Seller's sole option, Seller may (i) have the right to extend Seller's deadline to obtain the Tenant estoppel certificates, in which event the Feasibility Period and the Closing Date would be extended for up to an additional thirty (30) days in order to satisfy the foregoing requirement in which event Seller shall deliver notice of such extension to Purchaser on or before the expiration of the Feasibility Period, and/or (ii) except for the estoppel from Sam's Club or from Home Depot, provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as Exhibit J to Purchaser in satisfaction of the foregoing requirements. In the event that, after the Closing, Seller delivers to Purchaser a tenant estoppel certificate from a tenant for whom Seller executed a Seller's Estoppel at the Closing and such tenant estoppel certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel with respect to such tenant's Lease. In no event shall Seller be obligated to deliver updates to any of the tenant estoppel certificates. Seller will deliver Purchaser copies of the signed tenant estoppels promptly following Seller's receipt and, if Purchaser fails to deliver a written objection notice to Seller within two (2) business days following the date of delivery, such signed tenant estoppels will be deemed approved by Purchaser.
Estoppels Estoppels (substantially in form and content as provided in Exhibit Tenant Estoppel) from tenants of the Property (other than the multi-family Individual Property) as hereinafter set forth. Seller agrees to deliver copies of tenant estoppels to Buyer prior to Closing if, as, and when received by Seller. Seller covenants to use commercially reasonable efforts to obtain estoppels from tenants occupying not less than fifty percent (50%) of the gross rentable square feet leased of each Individual Property. In the event Seller has not obtained the required estoppels in a timely fashion as aforesaid, Buyer, at its sole discretion, may elect (I) to accept such estoppels as have been obtained and deem this requirement of Closing satisfied, or (ii) to extend the Closing Date for a period of fourteen (14) days in order to facilitate obtaining further estoppels. If and to the extent Seller has not, after its good faith efforts to obtain the same, obtained an estoppel from those tenants as required aforesaid, during said fourteen (14) day extension, in Buyer's sole and absolute discretion, (x) Seller may be relieved and excused of its obligation to deliver such missing estoppels, and this condition to Closing shall be deemed satisfied, or (y) Buyer shall deem this Agreement terminated, and the Deposit shall be paid to Buyer. Seller shall reasonably cooperate with Buyer in attempting to obtain from tenants such subordination, non-disturbance and attornment agreements as required by Buyer's lender in order to facilitate receipt of as many of such agreements as reasonably possible prior to the Closing Date. Furthermore, Seller shall, for a period of up to ninety (90) days following the Closing, reasonably cooperate with Buyer in attempting to obtain estoppel certificates from tenants who have not theretofore furnished the same.
Estoppel Certificates and Financial Statements Tenant shall, not more than twice in any twelve (12) month period, upon the written request of Landlord, execute, acknowledge and deliver to Landlord or its designee a written statement stating: (a) the date this Lease was executed and the date it expires; (b) the date Tenant entered into occupancy of the Premises; (c) the amount of monthly Base Rent and Additional Rent and the date to which such Base Rent and Additional Rent have been paid; and (d) certifying that (1) this Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way (or specifying the date of the agreement so affecting this Lease); (2) to the best of Tenant’s knowledge, Landlord is not in breach of this Lease (or, if so, a description of each such breach) and that no event, omission or condition has occurred which would result, with the giving of notice or the passage of time, in a breach of this Lease by Landlord; (3) this Lease represents the entire agreement between the parties with respect to the Premises; (4) all required contributions by Landlord to Tenant on account of Tenant Improvements have been received or stating the amount of contributions outstanding; (5) on the date of execution, to the best of Tenant’s knowledge, there exist no defenses or offsets which the Tenant has against the enforcement of this Lease by the Landlord; (6) no Base Rent, Additional Rent or other sums payable under this Lease have been paid in advance except for Base Rent and Additional Rent for the then current month; (7) no security has been deposited with Landlord (or, if so, the amount of such security); (8) it is intended that any Tenant’s statement may be relied upon by a prospective purchaser or mortgagee of Landlord’s interest or an assignee of any such mortgagee; and (9) such other information as may be reasonably requested by Landlord. If Tenant fails to respond within ten (10) Business Days of its receipt of a written request by Landlord as provided in this paragraph, such shall be a breach of this Lease and Tenant shall be deemed to have admitted the accuracy of any information supplied by Landlord to a prospective purchaser, mortgagee or assignee. In addition, as long as Tenant is not a publicly traded corporation or company, Tenant shall, from time to time, upon the written request of Landlord, deliver to or cause to be delivered to Landlord or its designee then current financial statements (including a statement of operations and balance sheet and statement of cash flows) certified as accurate by a certified public accountant and prepared in conformance with generally accepted accounting principles for (i) Tenant, (ii) any entity which owns a controlling interest in Tenant, (iii) any entity the controlling interest of which is owned by Tenant, and (iv) any successor entity to Tenant by merger or operation of law.
Estoppel Letters Borrower covenants to provide Agent, within ten (10) days after request, an estoppel letter stating (i) the balance of the Obligations, (ii) whether Borrower has any defenses to payment of the Obligations, and (iii) the nature of any defenses to payment of the Obligations. Such balance as presented for confirmation and the nonexistence of defenses shall be presumed if Borrower fails to respond to such a request within the required period.
Lease Estoppels With respect to each Mortgage Loan secured by retail, office or industrial properties, the Mortgage Loan Seller requested the related Mortgagor to obtain estoppels from each commercial tenant with respect to the Certified Rent Roll (except for tenants for whom the related lease income was excluded from the Mortgage Loan Seller’s underwriting). With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related Mortgage Loan (or such longer period as Mortgage Loan Seller may deem reasonable and appropriate based on Mortgage Loan Seller’s practices in connection with the origination of similar commercial and multifamily loans intended for securitization), and to Mortgage Loan Seller’s knowledge, based solely on the related estoppel, (x) the related lease is in full force and effect and (y) there exists no material default under such lease, either by the lessee thereunder or by the lessor subject, in each case, to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.

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