Common use of Estoppels Clause in Contracts

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.

Estoppels. Estoppels Buyer shall have received from Seller, no later than ten (substantially 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 form and content as provided in Exhibit Tenant Estoppelthe aggregate, at least seventy-five percent (75%) from tenants 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 than similar agreement affecting the multi-family Individual Property, so long as (i) as hereinafter set forth. Buyer has a reasonable basis for requesting such estoppel, (ii) Buyer has provided written notice to Seller agrees to deliver copies of tenant estoppels to Buyer such request prior to Closing if, as, the expiration of the Due Diligence Period and when received (iii) such estoppels are limited in scope to monetary obligations due and payable by Seller. Seller covenants to use commercially reasonable efforts to obtain In all cases, the estoppels from tenants occupying not less shall be on forms provided by (or otherwise reasonably approved by) Buyer dated no earlier than fifty percent thirty (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 (1430) 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, 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 shall, for a period of up to ninety within three (903) days following before the ClosingClosing 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 cooperate with acceptable estoppel certificate prior to the Closing Date, Buyer in attempting shall have the right to terminate this Agreement and to obtain estoppel certificates from tenants who a refund of the Deposit without any further action required by any Party, and neither Party shall have not theretofore furnished any further obligation to the sameother.

Estoppels. Estoppels (a) Seller shall send estoppel certificates (each, an "ESTOPPEL CERTIFICATE") in the form attached hereto as EXHIBIT G (the "FORM TENANT ESTOPPEL CERTIFICATE") to each Tenant occupying space at the Property on the Effective Date. It shall be a condition precedent to Purchaser's obligation to purchase the Property pursuant to this Agreement that Seller provide to Purchaser, prior to Closing, Estoppel Certificates executed by the Major Tenants and all other Tenants (all Tenants which are not Major Tenants are herein referred to as the "OTHER TENANTS"). An Estoppel Certificate executed by any Tenant shall satisfy the condition set forth immediately above in this Section 7.2(a) if it is in substantially in the form and content as provided in Exhibit Tenant Estoppel) from tenants of the Property (other than Form Tenant Estoppel Certificate as 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 same may be relieved modified as necessary to reflect any factual inconsistencies with the statements set forth therein which are necessary to make such certificates accurate and excused complete as of its obligation such date, provided such modifications are not inconsistent with the relevant Lease and any other representations made herein by Seller with respect to deliver such missing estoppelsLease, and this condition to Closing provided, however, that an Estoppel Certificate executed by any Tenant shall be deemed satisfiedto satisfy the condition of this Section 7.2(a) so long as it is in the form or contains such specified information as the applicable Lease requires such Tenant to provide and/or contains the qualification by such Tenant of any statement as being to its knowledge or as being subject to any similar qualification. If any modification made to the Form Tenant Estoppel Certificate discloses a material default by Seller under a Lease or materially and adversely affects the net income of the Property, or (y) Buyer shall deem then Purchaser may terminate this Agreement terminatedby written notice to Seller and receive the prompt return of the Xxxxxxx Money Deposit from the Escrow Agent, together with the interest earned thereon, whereupon Purchaser and Seller will have no further rights or obligations under this Agreement, except with respect to the Deposit Termination Surviving Obligations; provided, however, that if such modification discloses a default by Seller under this Agreement, then Purchaser shall be paid entitled to Buyerall of its remedies under Section 13.1; but provided further that if such modification discloses a default under this Agreement by Seller that can be cured by the expenditure or payment of money, then Purchaser will not have the right to terminate this Agreement as a result thereof so long as Purchaser receives a credit at Closing in the amount required to cure such default. In addition, if Seller shall reasonably cooperate is unable to deliver Estoppel Certificates to Purchaser for any Major Tenants at Closing, then Purchaser may terminate this Agreement by written notice to Seller and receive the prompt return of the Xxxxxxx Money Deposit from the Escrow Agent, together with Buyer in attempting to obtain from tenants such subordinationthe interest earned thereon, non-disturbance whereupon Purchaser and attornment agreements as required by Buyer's lender in order to facilitate receipt of as many of such agreements as reasonably possible prior Seller will have no further rights or obligations under this Agreement, except with respect 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 sameTermination Surviving Obligations.

Estoppels. Estoppels It will be a condition to Closing that Seller obtain from each Major Tenant (substantially other than MBRK, which is a Tenant at the Monticello Property) and, to the extent required to bring the aggregate rented square footage covered to no less than 75% of the aggregate rented square footage of the buildings located at each Project (which aggregate rented square footage shall not include the area covered by the Lease referenced above in this Section 7.2), other Tenants, an executed estoppel certificate in the form, or limited to the substance, prescribed by each Major Tenant's or, as applicable, other Tenant's Lease, executed by the applicable Tenant to be effective as of a date not earlier than twenty (20) days prior to the Scheduled Closing Date, provided that, without abrogating the generality of the foregoing, Purchaser acknowledges that an estoppel certificate from Xxxxxxx X. Xxxxx Enterprises, Inc. that otherwise complies with the requirements of this Section 7.2 but shows such tenant to be in arrears in rent payments shall be an acceptable estoppel certificate hereunder. Notwithstanding the foregoing, Seller agrees to request, no later than ten (10) days after the expiration of the Evaluation Period, that each Major Tenant and other Tenant in such buildings execute an estoppel certificate in the form annexed hereto as EXHIBIT H, and content Seller shall use good faith efforts to obtain same. Seller shall not be in default of its obligations hereunder if any Major Tenant or other Tenant fails to deliver an estoppel certificate, or delivers an estoppel certificate which is not in accordance with this Agreement. If Seller delivers an estoppel certificate that is required to be delivered pursuant to this Agreement, but that is not in accordance with this Agreement, unless such requirement is waived in writing by Purchaser, the Scheduled Closing Date shall be extended as provided in Exhibit Section 9.2(b) or Section 9.2(c), as applicable, to obtain from such Tenant Estoppelan estoppel certificate that is in accordance with this Agreement. If the Scheduled Closing Date is extended under any of Sections 9.2(b) from tenants or 9.2(c), and, by reason of such extension, any estoppel certificate that is required hereunder has an effective date that is more than thirty-five (35) days before 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 Extended Closing if, asDate, and when received by Seller. if the Senior Lender requires an updated estoppel certificate, then Seller covenants to use shall make commercially reasonable efforts to obtain updated replacement estoppels from tenants occupying not less than fifty percent (50%) of the gross rentable square feet leased of each Individual Property. In the event but, if 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 is unable to obtain the sameone or more updated estoppels after having made such efforts, 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 satisfy its obligation to deliver such missing estoppelsestoppels from Tenants other than Major Tenants (and with respect to Major Tenants if approved by the Senior Lender) by providing an estoppel certificate in the form, or having the substance, prescribed by the Lease for each such Tenant, and this condition covering the time period between the date of the estoppel certificate previously obtained from such Tenant until the date to which the Scheduled Closing shall be deemed satisfiedDate has been extended, or (y) Buyer shall deem this Agreement terminated, which Purchaser agrees to accept as a valid and the Deposit shall be paid to Buyerbinding estoppel certificate. 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 Each Friday prior to the Closing Date. FurthermoreClosing, Seller shall, for shall send to Purchaser a period copy of up to ninety (90) days following each estoppel certificate received by Seller during the Closing, reasonably cooperate with Buyer in attempting to obtain estoppel certificates from tenants who have not theretofore furnished the sameprevious week.

Estoppels. Estoppels Within three (3) business days following the Effective Date, Seller shall deliver to Buyer for its review and approval an estoppel certificate substantially in the form attached hereto as Exhibit B (or in such other forms as are received from Tenants pursuant to the terms of their respective Leases) as modified to reflect the terms of the particular Lease, to be submitted to each Tenant of the leased space at the Property. Buyer shall within five (5) business days after receipt of such forms provide Seller with any specific concerns arising as a result of Buyer’s review of the Leases, and content promptly after Seller revises such estoppel letters to address such concerns, Seller shall submit such revised estoppel letters (the “Required Lease Estoppel Letter”) to such tenants for execution and delivery to Buyer. No later than three (3) days after receipt from a tenant, Seller shall deliver such tenant’s estoppel letter to Buyer. All estoppel letters shall be dated not more than thirty (30) days prior to the date of Closing. Seller shall deliver to Buyer no later than three (3) days prior to Closing, the Required Lease Estoppel Letter from (i) all of the major tenants (defined as provided in Exhibit Tenant EstoppelATI Physical Therapy, X’Xxxxxx Auto Parts, Jewel-Osco and Chase Bank) from and (ii) at least 50% of the remaining tenants of the Property (other than the multi-family Individual Property) as hereinafter set forthmeasured by rentable square footage. If 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 is unable to obtain estoppels from tenants occupying and deliver sufficient tenant estoppel letters as required under this Section 8.k, or if the letters received contain material default or material exceptions, then Seller will not less than fifty percent (50%) of be in default by reason thereof, but Buyer may, by notice given to Seller before 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 aforesaidClosing, Buyer, at its sole discretion, may elect (Ii) to accept such estoppels as have been obtained waive said conditions and deem this requirement proceed with the Closing, but with a right to cure any breach of Closing satisfiedany representation and warranty caused thereby, or (ii) to extend terminate this Agreement and receive a refund of the Closing Date for a period Xxxxxxx Money or return 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 ’s Letter of its obligation to deliver such missing estoppels, and this condition to Closing shall be deemed satisfiedCredit, or (yiii) if the material default or material exception is with respect to uncompleted landlord’s work relating to a leased premises, unpaid allowances related to tenant improvements or tenants’ initial move-in to such premises or any unpaid lease improvements and such amounts are not then due and owing, to require Seller to escrow sufficient funds to discharge the same including in the case of a dispute which Seller seeks to contest in good faith, at least 100% of the amount necessary to satisfy the claim. If Buyer shall deem LEGAL02/38577646v9 elects to terminate this Agreement terminatedAgreement, 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 neither party will have any further rights or obligations hereunder except 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 sameexpressly set forth herein.

Estoppels. Estoppels (substantially in form and content If Purchaser has elected to designate the Estoppel Condition 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 a condition to Closing if, asin accordance with Section 4.5.2, 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 if Seller has not obtained delivered the required estoppels in a timely fashion as aforesaid, Buyer, Estoppels to Purchaser 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 shallshall have the right, upon written notice to Purchaser on or prior to the Closing Date, to extend the Closing for a period of up to ninety sixty (9060) days following days, so long as Seller is continuing to pursue, in good faith and with due diligence, the Closingreturn of the Estoppels as duly executed by the applicable tenants, reasonably cooperate and, upon delivery to Purchaser of the executed Estoppels, the Estoppel Condition shall be satisfied and the parties shall proceed to Closing no later than five (5) Business Days thereafter. If Purchaser has elected to designate the Estoppel Condition as a condition to Closing in accordance with Buyer Section 4.5.2, and if Seller has not delivered the Estoppels to Purchaser at or prior to Closing (as it may be extended pursuant to the preceding sentence), Purchaser shall have the right to waive such condition and proceed to Closing or, upon written notice thereof to Seller on or prior to the Closing Date, to terminate this Agreement and thereupon to receive an immediate refund of the Deposit, and neither party shall thereafter have any further liability or obligation hereunder except for such liabilities and obligations that are expressly stated herein to survive termination of this Agreement. Notwithstanding anything in attempting this Agreement to obtain estoppel certificates the contrary, if the information set forth in any Estoppel is modified by the tenant executing such Estoppel such that it deviates from tenants who have the form attached hereto as Exhibit J-1 or J-2 (as applicable), such Estoppel nevertheless shall be deemed sufficient for purposes of satisfying the Estoppel Condition under Section 4.5.2 or this Section 7.2.5 (as applicable), provided that such deviations do not theretofore furnished materially adversely alter the sameinformation set forth in the Estoppel.

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 shall have delivered to Buyer prior to the Closing ifDate, asTenant estoppels, executed within sixty (60) days of the Closing Date and in the form of Exhibit "E-3" without any material exceptions noted thereon by the applicable Tenant except for Permitted Estoppel Exceptions (as defined below) ("Tenant Estoppels") from (i) each of the Tenants leasing more than 3500 square feet of net rentable area in the Property on or before the Effective Date, and when received by Seller. Seller covenants to use commercially reasonable efforts to obtain estoppels from tenants occupying (ii) Tenants leasing, in the aggregate, not less than fifty eighty-five percent (5085%) of total leased space in the gross rentable square feet Property (it being understood and agreed that Leases entered into after the Effective Date and approved or deemed approved by Buyer shall be deemed to have approved Tenant Estoppels); provided, however, that, with respect to one or more particular premises in the Property, Seller may, in lieu of delivering to Buyer a Tenant Estoppel to meet such condition, deliver a "Seller's Estoppel" with respect to such leased space, in the form of each Individual Property. In Exhibit "E-4" attached hereto, subject only to Permitted Estoppel Exceptions, in the event that Seller has does not obtained obtain such estoppel from a Tenant prior to the required estoppels Closing Date; provided, further, however, that in a timely fashion as aforesaid, the event that Seller obtains any such Tenant Estoppel after the Closing Date and delivers the same to Buyer, at its sole discretionthen Seller's Estoppel shall be of no further force and effect with respect to the Lease covered by such Tenant Estoppel delivered after the Closing Date, may elect if and to the extent that the Tenant Estoppel is consistent with the previously delivered Seller's Estoppel. As used herein, "Permitted Estoppel Exceptions" means information (Ii) to accept consistent with the Lease of the Tenant, or inconsistent with such estoppels as have been obtained and deem this requirement of Closing satisfiedLease in an immaterial respect, or (ii) made available to extend Buyer during the Closing Date for a period of fourteen (14) days Investigation Period 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 connection with Buyer's sole and absolute discretion, (x) Seller may be relieved and excused review of its obligation materials pursuant 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 sameSection 5 above.

Estoppels. Estoppels No later than three (3) business days prior to the --------- Closing Date, Seller shall have delivered to Buyer estoppel certificates ("Estoppels") substantially in the form of Exhibit D attached hereto and content as provided in Exhibit Tenant Estoppel) incorporated herein, from GenRad, Inc., Ornetix Network Products ("Ornetix"), PC-tel, Inc., County of Santa Xxxxx and VLSI Technology, Inc. and from such additional tenants of the Property under Leases (other excluding Buyer) such that the Estoppels cover no less than seventy percent (70%) of the multioccupied square footage of the Building (excluding square footage leased by Buyer). If Seller has not delivered such Estoppels on or before the Closing Date, Buyer shall notify Seller in writing as to the status of such Estoppels, and Seller may, but shall not be obligated to, execute a Seller estoppel or estoppels ("Seller Estoppel") in the form of Exhibit E attached hereto and incorporated herein, certifying as to the status of any Lease for which an Estoppel has not been received, and Buyer shall accept a Seller Estoppel in lieu of Estoppels from tenants, to the extent necessary to satisfy the percentage closing condition described above. Notwithstanding the foregoing, (a) Seller shall be required to deliver a Seller Estoppel for Ornetix if Ornetix does not furnish an Estoppel, and (b) Seller shall not be permitted to furnish, and Buyer need not accept, a Seller Estoppel for GenRad, Inc., PC-family Individual Property) as hereinafter set forthtel, Inc., County of Santa Xxxxx or VLSI Technology, Inc. (collectively, the "Required Tenants"). Seller agrees to deliver copies of tenant estoppels to Buyer prior to Closing if, as, and when received by Seller. Seller covenants to shall use commercially reasonable efforts to obtain estoppels Estoppels from all tenants occupying not less than fifty percent (50%) of the gross rentable square feet leased Property but shall be under no obligation to execute any Seller Estoppel (except with respect to Ornetix). The failure to obtain Estoppels from any of each Individual Propertythe Required Tenants or to provide the Estoppels in the percentage required above shall not constitute a default by Seller hereunder, but shall only constitute a failure of a closing condition entitling Buyer to terminate the Agreement and receive a refund of the Deposit. In Notwithstanding anything to the event contrary stated in this Section 3.3, if the provisions of any Lease allow a tenant to submit a tenant estoppel certificate which contains different or less information than provided for in Exhibit D, and such tenant furnishes such an estoppel certificate based on the requirements of its Lease, such estoppel shall be deemed sufficient for the purposes hereof notwithstanding the fact that it may not be in the form of Exhibit D. Seller's liability under any Seller has not obtained Estoppel shall terminate as of the required estoppels in a timely fashion as aforesaidearlier to occur of (i) the ninetieth (90th) day following the Closing (or the one hundred eightieth (180th) day, Buyerwith respect to Ornetix), at its sole discretion, may elect (I) to accept such estoppels as have been obtained and deem this requirement of Closing satisfied, or (ii) the date on which Seller delivers to extend Buyer the Closing Date for a period of fourteen (14) days in order to facilitate obtaining further estoppelsEstoppel from the relevant tenant. If and to the extent that Buyer's lender requires tenant estoppel certificates from a greater number of tenants or in a different form than is required under this Section 3.3, satisfaction of such lender requirements shall not be a condition to Buyer's obligation to perform its obligations under this Agreement and Seller has notshall have no obligation to comply with such lender requirements. Additionally, after once Estoppels are delivered to Buyer, Seller shall have no obligation to update any Estoppel nor shall any such updating be a condition to Buyer's obligation to perform its good faith efforts to obtain obligations under this Agreement. Buyer shall have the same, obtained an estoppel from those tenants as required aforesaid, during said fourteen (14) day extensionoption, in its sole discretion, at any time prior to Closing, to terminate this Agreement by written notice thereof to Seller, if (i) the requisite Estoppels as set forth above are not delivered to Buyer by such time or (ii) any such requisite Estoppel reflects a material and adverse deviation from matters shown on the Rent Roll (as defined in Section 9.1(j) of this Agreement); provided, however, that Buyer shall first provide written notice to Seller of any such material adverse deviation or of Buyer's sole and absolute discretion, (x) Seller may be relieved and excused of its obligation intention to terminate due to failure to deliver the requisite Estoppels (either, an "Estoppel Deficiency") together with a copy of the relevant Estoppel(s) and upon receipt of such missing estoppelsnotice Seller shall have the right, at its option, to attempt to cure or reconcile such Estoppel Deficiency and this condition to the Closing shall be deemed satisfiedextended for five (5) business days to allow Seller to accomplish such cure or reconciliation. If Seller is unable to effect a cure or reconciliation or elects not to cure or reconcile (or not to continue attempts to cure or reconcile) and Buyer elects to terminate this Agreement pursuant to its aforesaid right, the Deposit and all interest earned accrued thereon shall be returned to Buyer and neither party shall have any further liability under this Agreement except for those which expressly survive such termination. For purposes hereof, the term "material adverse deviation" shall mean (a) a deviation or deviations from the state of facts set forth in the Rent Roll which is not refuted by written evidence in Seller's possession or control, or (yb) Buyer shall deem this Agreement terminateda claim of a landlord default which has been made in accordance with a tenant's lease; and which deviation or claim, and if true, would, in the Deposit shall be paid aggregate, result in a reduction in the net income from the Property (either by virtue of a reduction in the reported rental stream or an increase in landlord liability) of more than $50,000.00. In respect to Buyer. Seller shall reasonably cooperate with Buyer deviations from the Rent Roll which result in attempting to obtain from tenants such subordination, non-disturbance and attornment agreements as required by Buyer's lender in order to facilitate receipt a net income reduction of as many of such agreements as reasonably possible prior to the Closing Date. Furthermore$50,000.00 or less, Seller shall, at its option, either cure or reconcile such deviations as provided above or provide Buyer with a credit against the Purchase Price for the amount of any uncured or unreconciled deviation at Closing. A "material adverse deviation" shall also include a period deviation or deviations from the stated expiration dates of up to ninety (90) Leases the result of which is that tenants occupying at least 10,000 square feet of space claim that the expiration dates of their Leases are at least 180 days following later than the Closing, reasonably cooperate with Buyer dates set forth in attempting to obtain estoppel certificates from tenants who have not theretofore furnished the sameRent Roll.