Estoppels. Buyer shall have received from Seller, no later than ten (10) days prior to the Closing, estoppel certificates from (a) all Tenants occupying 5,000 (based on a per suite or cumulative basis) rentable square feet or more (each, a “Major Tenant”), (b) other Tenants sufficient so that Seller has delivered estoppel certificates from Tenants representing, in the aggregate, at least seventy-five percent (75%) of the occupied square footage of the Property (including the Major Tenants), and (c) from any party or declarant to a reciprocal easement agreement, easement agreement, declaration of covenants, conditions or restrictions other similar agreement affecting the Property, so long as (i) Buyer has a reasonable basis for requesting such estoppel, (ii) Buyer has provided written notice to Seller of such request prior to the expiration of the Due Diligence Period and (iii) such estoppels are limited in scope to monetary obligations due and payable by Seller. In all cases, the estoppels shall be on forms provided by (or otherwise reasonably approved by) Buyer dated no earlier than thirty (30) days prior to the Closing Date. The matters certified in the estoppel certificates and any modifications to the estoppel certificate forms shall be subject to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) days before the Closing Date of Buyer’s approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of any estoppel certificate, and Seller is unable to deliver, in Buyer’s good faith business judgment, a reasonably acceptable estoppel certificate prior to the Closing Date, Buyer shall have the right to terminate this Agreement and to obtain a refund of the Deposit without any further action required by any Party, and neither Party shall have any further obligation to the other.
Estoppels. It will be a condition to Closing that Seller obtain from each Major Tenant an executed estoppel certificate in the form, or limited to the substance, prescribed by each Major Tenant’s Lease. Notwithstanding the foregoing, Seller agrees to request that each Major Tenant and other Tenants in the buildings and any REA Party execute an estoppel certificate in the form reasonably requested by Purchaser and annexed hereto as Exhibit G or such form as reasonably required by Purchaser’s lenders if such form is provided to Seller at least five (5) days prior to the end of the Evaluation Period. No later than five (5) Business Days after the end of the Evaluation Period, Seller will request each Major Tenant and other Tenants in the buildings and any REA Party to execute an estoppel certificate in the form of Exhibit G or such form as reasonably required by Purchaser’s lenders if such form is provided to Seller at least five (5) days prior to the end of the Evaluation Period and use good faith efforts to obtain same. Seller shall not be in default of its obligations hereunder if any Major Tenant or other Tenant or REA Party fails to deliver an estoppel certificate, or delivers an estoppel certificate which is not in accordance with this Agreement.
Estoppels. (a) Within ten Business Days following request from Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord a statement executed and acknowledged by Tenant, in form satisfactory to Landlord, (i) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and 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 paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent then payable, (iii) stating whether or not, to the best of Tenant’s knowledge, Landlord is in default 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, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 may be relied upon by any purchaser or owner of the Real Property or the Buildings, or all or any portion of Landlord’s interest in the Real Property or the Buildings or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereof.
Estoppels. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppels described in Section 5.4.2 and the estoppels described in Section 5.4.3.
Estoppels. Either party will within 10 days after notice from the other execute, acknowledge and deliver to the other party a certificate certifying whether or not this lease has been modified and is in full force and effect; whether there are any modifications or alleged breaches by the other party; the dates to which rent has been paid in advance, and the amount of any security deposit or prepaid rent; and any other facts that may reasonably be requested. Failure to deliver the certificate within the specified time shall be conclusive upon the party of whom the certificate was requested that the lease is in full force and effect and has not been modified except as may be represented by the party requesting the certificate. If requested by the holder of any encumbrance, or any ground lessor, Tenant will agree to give such holder or lessor notice of and an opportunity to cure any default by Landlord under this lease.
Estoppels. Sellers and Buyer hereby acknowledge that Sellers will not obtain, and Buyer’s obligation to close shall not be conditioned upon receipt of, estoppel certificates for tenants occupying the Properties that are included in the First Closing. With respect to the Second Closing and the Bay Park Closing, Seller shall endeavor to obtain and deliver to Buyer no later than two (2) business days prior to the applicable Closing estoppel certificates from all Major Tenants (the “Tenant Estoppel Certificates”). Sellers’ failure to obtain the Tenant Estoppel Certificates described in the preceding sentence by the applicable Closing shall not be a default under this Agreement. Buyer’s receipt of Tenant Estoppel Certificates that are executed by Major Tenants and that do not indicate a material tenant default that arose after the Merger Date or material and substantiated landlord default that arose after the Merger Date shall be deemed satisfactory to Buyer and shall satisfy this condition to closing. As used herein, the phrase “material tenant default” shall mean a delinquency in the payment of two (2) or more months’ base rent and additional rent, or another default by tenant, the cost of which would be equal to or greater than the amount of two (2) or more months’ base rent and additional rent. Furthermore, as used herein, the phrase “material and substantiated landlord default” shall mean a default as to which there is substantiated evidence of landlord’s default. If a Tenant Estoppel Certificate alleges a material tenant default that arose after the Merger Date, then the applicable Seller may choose to either (i) negotiate a lower Purchase Price for the Property with Buyer on or before the scheduled Closing date, or (ii) remove the Property at which the tenant is located from the applicable Closing, and the Purchase Price shall be reduced accordingly. If a Tenant Estoppel Certificate alleges a material and substantiated landlord default based on events that occurred after the Merger Date, then the applicable Seller may choose to either (x) cure the material and substantiated landlord default (and may extend the date of the applicable Closing for up to thirty (30) days to effectuate such a cure), or (y) post a cash deposit or letter of credit with Buyer in an amount reasonably approved by Buyer to cover the cost of curing the material and substantiated landlord default, and, regardless of whether the applicable Seller chooses the action pursuant to the foregoing clau...
Estoppels. Seller shall have delivered to Buyer, with respect to each Real Property Lease and each Easement, a Landlord Estoppel Certificate in the form of Exhibit O, executed by an authorized officer of the landlord under such Real Property Lease and/or each Easement;]48
Estoppels. Each of the Parties shall, upon the written request of any other Party, promptly execute and deliver to the other Parties a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Party’s knowledge, any uncured defaults on the part of the other Party or Parties, specifying such defaults if any exist. Any such statement may be relied upon by third parties.
Estoppels. Each Member shall, upon not less than fifteen (15) days written notice from any Member, execute and deliver to such other Member a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Member's knowledge, any uncured defaults on the part of the other Member, specifying such defaults if any are claimed. Any such statement may be relied upon by third parties.
Estoppels. (a) It will be a condition to Purchaser’s obligation to close that Purchaser obtain from the Major Tenants and other Tenants leasing space which when added to the Major Tenants aggregates at least 80% of the aggregate square footage of the Improvements, executed estoppel certificates, with no material modifications from the estoppel certificate form attached hereto as Exhibit D-2; provided, however, (i) to the extent any Tenant Lease has a form estoppel attached, Purchaser will exercise commercially reasonable efforts to obtain an estoppel certificate for such Tenant in the form completed as provided below, or in a form as close thereto as reasonably possible, but in any event an estoppel certificate executed by a Tenant with the issues addressed in the form attached to its Tenant Lease in a manner consistent with such Tenant Lease shall satisfy the requirement of this Section 7.2(a), (ii) Purchaser will not unreasonably withhold approval of any estoppel certificate as modified by a Tenant and delivered to Purchaser, provided that the information included in such estoppel is not inconsistent with the Tenant Lease or the information included in the estoppel form completed for such Tenant pursuant to the below provisions of this Section 7.2(a) or such estoppel does not reveal any matters adverse to the Property or the landlord, and (iii) Purchaser shall not object to the deletion of any language which is italicized in Exhibit D-2 and/or the addition of any language which is double-bracketed and bolded in Exhibit D-2. In addition, simultaneously herewith Seller has delivered to Purchaser copies of estoppel certificates executed by Tenants within the four (4) months immediately prior to the Effective Date. If a Tenant executes an estoppel certificate in the form of its previously-executed estoppel, then, provided that the information included in such estoppel is updated through the date of the new estoppel and does not reveal any new matters adverse to the Property or the landlord, Purchaser shall not object to such estoppel. Within thirty (30) Business Days after the Effective Date, Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit D-2 and containing the information contemplated thereby, for all Tenants. Within ten (10) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller or (ii) setting forth in detail al...
