Common use of Future Operations Clause in Contracts

Future Operations. From the Effective Date until Closing or earlier termination of this Agreement: (a) Seller shall comply with the obligations of the landlord under the Leases which Seller is required to carry out and perform prior to the Closing. (b) Seller shall maintain its existing or comparable casualty and liability insurance with respect to the Property; (c) Seller shall operate and maintain the Property substantially in accordance with its past practices; (d) Promptly upon Seller’s execution thereof, but in no event later than three (3) business days prior to the Approval Date, Seller shall provide to Purchaser a copy of any new contract, or any amendment or modification to any existing Contract entered into by Seller during the Due Diligence Period. Between the Approval Date and Closing, Seller will enter into only those Contracts which Seller believes are necessary to carry out its obligations under Paragraph 13(b) hereof and which shall be cancelable on not more than thirty (30) days’ written notice or without the payment of any termination or other similar fee. If Seller enters into any such Contract after the Approval Date, Seller shall provide prompt notice thereof to Purchaser and unless Purchaser, within five (5) business days after such Seller’s notice, notifies Seller of Purchaser’s intention not to assume such Contract, the Contract shall be assumed by Purchaser at Closing pursuant to Paragraph 5. (e) (i) Promptly upon Seller’s execution thereof, but in no event later than three (3) business days prior to the Approval Date, Seller shall provide to Purchaser a copy of any new Lease, or of any amendment or modification to any existing Lease listed on Exhibit “H” attached hereto, entered into by Seller during the Due Diligence Period. Between the Approval Date and Closing, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned Seller shall not: (A) execute any new Lease affecting the Property, or any part thereof; (B) amend any existing Lease listed on Exhibit “H” attached hereto; or (C) terminate or accept the surrender of any Lease; provided, however, that Seller is authorized to accept the termination of any Lease at the end of its existing term and to expand, extend or renew any Lease pursuant to expansion, extension or renewal options contained therein. (ii) With respect to any request for consent pursuant to Paragraph 13(d)(i), if Purchaser: (A) shall fail either to consent or to expressly withhold its consent by a notice to Seller which specifically states the reasonable basis for Purchaser’s objection within five (5) business days after Purchaser’s receipt of such request; or (B) unreasonably refuses to grant its consent, then Purchaser shall be deemed to have consented to such request. (iii) Seller shall make good faith efforts to obtain and deliver to Purchaser, on or before Closing (with estoppel certificates to be sent to Purchaser promptly as they are received) estoppel certificates dated no more than forty-five (45) days prior to the Closing Date [without taking into account any extension of the original Closing Date (x) of thirty (30) or fewer days as elsewhere provided, or (y) due to Purchaser’s failure to close in a timely manner] from: (A) A&P, Planet Fitness, Walgreens, Rite Aid, Petco (at both the Kinnelon Real Property and Midland Park Real Property), Kings, CVS and Tuesday Morning (the “Major Tenants”), substantially in the form attached hereto as Exhibit “F” or on such Major Tenants’ form in accordance with the terms of their respective Leases; (B) from all tenants occupying a minimum of 4,000 square feet of gross leasable area; and (C) other tenants leasing at least seventy-five (75%) percent of the remaining square footage of the buildings constituting the Real Property (measured by gross leasable square footage of space occupied by tenants) substantially in the form attached hereto as Exhibit “F” or the form required by the terms of their Lease (the estoppels set forth in (B) and (C) being the “Required In-Line Tenants”). Seller shall request an estoppel certificate from each tenant in accordance with the terms of the applicable Lease, but Seller shall not be obligated to expend any funds (other than nominal printing and delivery costs) in connection with obtaining any such tenant estoppel certificates, and the failure of Seller to obtain any such tenant estoppel certificates shall not be a breach or default hereunder. Purchaser shall be allowed to assist Seller in obtaining estoppel certificates and Seller shall cooperate reasonably with Purchaser in seeking to obtain the same. As of the scheduled Closing Date, if the Required In-Line Tenants have not signed and delivered estoppel certificates which, in each case (x) do not contain any information that materially contradicts any representation or warranty of Seller made herein, or the terms of the applicable Lease, and (y) do not disclose a material default on the part of the landlord or the tenant under the applicable Lease) (the “Estoppel Requirement”), then Seller shall execute and deliver a certificate to Purchaser covering such Required In-Line Tenants for which tenant estoppel certificates meeting such requirements have not been signed and delivered (subject to the limitations as hereinafter provided) sufficient (taken together with the tenant estoppel certificates) to satisfy the Estoppel Requirement, which certificate shall be dated the Closing Date, and which shall be subject to the same limitations on liability and survivability set forth in Paragraph 7(c) hereof as apply to the representations and warranties made by Seller, except the Claims Floor shall not apply to any Seller’s certificate, the Survival Period with respect to claims against Seller for common area maintenance charge-related and real estate tax-related errors or omissions in any Seller’s certificate(s) shall end on June 30, 2015, and the Claims Cap with respect to Seller’s certificates shall be Six Hundred Thousand ($600,000.00) Dollars, which cap is inclusive of the Five Hundred Thousand ($500,000.00) Dollar cap set forth in Paragraph 7(c). Notwithstanding anything herein to the contrary, (I) a Seller’s certificate may be given by Seller for no more than forty (40%) percent of the Required In-Line Tenants, and (II) Purchaser shall have no obligation to accept a Seller’s certificate in lieu of an estoppel certificate from any Major Tenant. A Seller’s certificate delivered in lieu of a tenant estoppel certificate shall be deemed revoked, null and void, if Seller subsequently delivers to Purchaser, within ninety (90) days after Closing, a tenant estoppel certificate covering the Lease to which Seller’s certificate pertains, which contains substantially the same information as such Seller’s certificate and without materially contradicting any information in such Seller’s certificate. In the event that all of the estoppel delivery requirements set forth in this Paragraph 13 are not satisfied by the scheduled Closing Date, taking into account Seller’s certificates to the extent allowable hereunder, Seller shall have the option to extend Closing for up to thirty (30) days to satisfy all such estoppel delivery requirements. In the event the Estoppel Requirement is not met by the scheduled Closing Date (or extended date should Seller elect to extend as aforesaid), taking into account Seller’s certificates to the extent allowable hereunder, then Seller will not be in default by reason thereof, and Purchaser, as its sole option, shall be entitled to terminate this Agreement by notice to Seller given within five (5) business days after the scheduled Closing Date or extended date; provided, however, if the Estoppel Requirement is met at any time prior to the giving of such termination notice by Purchaser as aforesaid, Purchaser shall have no right to terminate this Agreement. If Purchaser timely terminates this Agreement pursuant to this Paragraph 13(d), the Deposit shall be returned to Purchaser and neither party shall have any further obligations or liability hereunder, except for the Surviving Obligations.

Future Operations. From the Effective Date date of this Agreement until the Closing or earlier termination of this Agreement: (a) Seller shall comply with the obligations of the landlord under the Leases which Seller is required to carry out and perform prior to the Closing. (b) Seller shall maintain its existing or comparable casualty and liability insurance with respect to the Property; (c) : Seller shall operate and maintain the Property substantially in accordance with its past practices; (d) Promptly upon Seller’s execution thereof, but in no event later than three (3) business days prior past practices with respect to the Approval DateProperty, Seller shall provide to Purchaser a copy of any new contract, or any amendment or modification to any existing Contract entered into by Seller during the Due Diligence Period. Between the Approval Date normal wear and Closing, tear excepted; Seller will enter into only those Contracts which Seller believes are necessary to carry out its perform all of Seller’s obligations under Paragraph 13(b) hereof and which shall be cancelable on not more than thirty (30) days’ written notice or without the payment of any termination or other similar feeContracts. If Seller enters into any such Contract after the Approval Date, Seller shall provide prompt notice thereof to Purchaser and unless Purchaser, within five (5) business days after such Seller’s notice, notifies Seller of Purchaser’s intention not to assume such Contract, the Contract shall be assumed by Purchaser at Closing pursuant to Paragraph 5. (e) (i) Promptly upon Seller’s execution thereof, but in no event later than three (3) business days prior to the Approval Date, Seller shall provide to Purchaser a copy of any new Lease, or of any amendment or modification to any existing Lease listed on Exhibit “H” attached hereto, entered into by Seller during the Due Diligence Period. Between the Approval Date and Closingwill not, without the prior written consent of Purchaser, modify, enter into, or renew any Contract which consent shall cannot be cancelled upon thirty (30) days prior written notice. From and after the Effective Date until the Closing or earlier termination of this Agreement, Seller will not lease any space in the Improvements except upon the prior written approval of Purchaser (such approval not to be unreasonably withheld, delayed withheld or conditioned Seller shall not: (A) execute any new Lease affecting the Property, or any part thereof; (B) amend any existing Lease listed on Exhibit “H” attached hereto; or (C) terminate or accept the surrender of any Leasedelayed); provided, however, that this limitation upon Seller is authorized shall not apply with respect to accept the termination lease renewals, lease extensions, rights of any Lease at the end of its existing term and to expandfirst refusal or offer, extend or renew any Lease options pursuant to expansion, extension or renewal options contained therein. rights granted under leases existing as of the Effective Date. All costs and expenses incurred and paid by Seller under (i) any new lease entered into after the Effective Date and (ii) With respect to any request extension, renewal or modification of an existing lease entered into after the Effective Date, shall be paid by Purchaser in accordance with Section 6.6(b) of this Agreement. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for consent pursuant to Paragraph 13(d)(i)tenant improvements, if Purchaser: (A) shall fail either to consent or to expressly withhold its consent by a leasing commissions, capital improvements, and reasonable attorney’s fees. If Purchaser does not deliver written notice to Seller of its approval or disapproval of any matters for which specifically states the reasonable basis for Seller seeks Purchaser’s objection approval as set forth above within five (5) business days after Purchaser’s receipt of Seller’s request for such request; or (B) unreasonably refuses to grant its consentapproval, then Purchaser shall be deemed to have consented approved such matters and to such request. (iii) Seller shall make good faith efforts have agreed to obtain and deliver to Purchaser, on or before Closing (with estoppel certificates to be sent to Purchaser promptly as they are received) estoppel certificates dated no more than forty-five (45) days prior to the Closing Date [without taking into account any extension of the original Closing Date (x) of thirty (30) or fewer days as elsewhere provided, or (y) due to Purchaser’s failure to close in a timely manner] from: (A) A&P, Planet Fitness, Walgreens, Rite Aid, Petco (at both the Kinnelon Real Property and Midland Park Real Property), Kings, CVS and Tuesday Morning (the “Major Tenants”), substantially in the form attached hereto as Exhibit “F” or on such Major Tenants’ form in accordance with the terms of their respective Leases; (B) from assume all tenants occupying a minimum of 4,000 square feet of gross leasable area; and (C) other tenants leasing at least seventy-five (75%) percent of the remaining square footage of the buildings constituting the Real Property (measured by gross leasable square footage of space occupied by tenants) substantially in the form attached hereto as Exhibit “F” or the form required by the terms of their Lease (the estoppels set forth in (B) and (C) being the “Required In-Line Tenants”). Seller shall request an estoppel certificate from each tenant in accordance with the terms of the applicable Lease, but Seller shall not be obligated to expend any funds (other than nominal printing and delivery costs) in connection with obtaining any such tenant estoppel certificates, and the failure of Seller to obtain any such tenant estoppel certificates shall not be a breach or default hereunder. Purchaser shall be allowed to assist Seller in obtaining estoppel certificates and Seller shall cooperate reasonably with Purchaser in seeking to obtain the same. As of the scheduled Closing Date, if the Required In-Line Tenants have not signed and delivered estoppel certificates which, in each case (x) do not contain any information that materially contradicts any representation or warranty of Seller made herein, or the terms of the applicable Lease, and (y) do not disclose a material default on the part of the landlord or the tenant under the applicable Lease) (the “Estoppel Requirement”), then Seller shall execute and deliver a certificate to Purchaser covering such Required In-Line Tenants for which tenant estoppel certificates meeting such requirements have not been signed and delivered (subject to the limitations as hereinafter provided) sufficient (taken together with the tenant estoppel certificates) to satisfy the Estoppel Requirement, which certificate shall be dated the Closing Date, and which shall be subject to the same limitations on liability and survivability set forth in Paragraph 7(c) hereof as apply to the representations and warranties made by Seller, except the Claims Floor shall not apply to any Seller’s certificate, the Survival Period obligations with respect to claims against Seller for common area maintenance charge-related and real estate tax-related errors or omissions in any Seller’s certificate(s) shall end on June 30, 2015, and the Claims Cap with respect to Seller’s certificates shall be Six Hundred Thousand ($600,000.00) Dollars, which cap is inclusive of the Five Hundred Thousand ($500,000.00) Dollar cap set forth in Paragraph 7(c). Notwithstanding anything herein to the contrary, (I) a Seller’s certificate may be given by Seller for no more than forty (40%) percent of the Required In-Line Tenants, and (II) Purchaser shall have no obligation to accept a Seller’s certificate in lieu of an estoppel certificate from any Major Tenant. A Seller’s certificate delivered in lieu of a tenant estoppel certificate shall be deemed revoked, null and void, if Seller subsequently delivers to Purchaser, within ninety (90) days after Closing, a tenant estoppel certificate covering the Lease to which Seller’s certificate pertains, which contains substantially the same information as such Seller’s certificate and without materially contradicting any information in such Seller’s certificate. In the event that all of the estoppel delivery requirements set forth in this Paragraph 13 are not satisfied by the scheduled Closing Date, taking into account Seller’s certificates to the extent allowable hereunder, Seller shall have the option to extend Closing for up to thirty (30) days to satisfy all such estoppel delivery requirements. In the event the Estoppel Requirement is not met by the scheduled Closing Date (or extended date should Seller elect to extend as aforesaid), taking into account Seller’s certificates to the extent allowable hereunder, then Seller will not be in default by reason thereof, and Purchaser, as its sole option, shall be entitled to terminate this Agreement by notice to Seller given within five (5) business days after the scheduled Closing Date or extended date; provided, however, if the Estoppel Requirement is met at any time prior to the giving of such termination notice by Purchaser as aforesaid, Purchaser shall have no right to terminate this Agreement. If Purchaser timely terminates this Agreement pursuant to this Paragraph 13(d), the Deposit shall be returned to Purchaser and neither party shall have any further obligations or liability hereunder, except for the Surviving Obligationsthereto.

Future Operations. (a) From the Effective Date date of this Agreement until the Closing or earlier termination of this Agreement: : (ai) Seller shall comply with the obligations of the landlord under the Leases which Seller is required to carry out and perform prior to the Closing. (b) Seller shall maintain its existing or comparable casualty and liability insurance with respect to the Property; (c) Seller shall operate will keep and maintain the Property in substantially in accordance with its past practices; condition as of the date of this Agreement; and (dii) Promptly upon Seller’s execution thereof, but in no event later than three (3) business days prior to the Approval Date, Seller shall provide to Purchaser a copy of any new contract, or any amendment or modification to any existing Contract entered into by Seller during the Due Diligence Period. Between the Approval Date and Closing, Seller will enter into only those Contracts which Seller believes are necessary to carry out its obligations under Paragraph 13(b) hereof and which shall be cancelable on not more than thirty (30) days’ written notice or without the payment of any termination or other similar fee. If Seller enters into any such Contract after the Approval Date, Seller shall provide prompt notice thereof to Purchaser and unless Purchaser, within five (5) business days after such Seller’s notice, notifies Seller of Purchaser’s intention not to assume such Contract, the Contract shall be assumed by Purchaser at Closing pursuant to Paragraph 5. (e) (i) Promptly upon Seller’s execution thereof, but in no event later than three (3) business days prior to the Approval Date, Seller shall provide to Purchaser a copy of any new Lease, or of any amendment or modification to any existing Lease listed on Exhibit “H” attached hereto, entered into by Seller during the Due Diligence Period. Between the Approval Date and Closingnot, without the prior written consent of Purchaser, modify, enter into, or renew any Contract which consent shall cannot be cancelled upon thirty (30) days prior written notice. (b) From the Effective Date until the Closing or earlier termination of this Agreement, Seller will not lease any space in the Improvements except upon the prior written approval of Purchaser (such approval not to be unreasonably withheld, delayed withheld or conditioned Seller shall not: (A) execute any new Lease affecting the Property, or any part thereof; (B) amend any existing Lease listed on Exhibit “H” attached hereto; or (C) terminate or accept the surrender of any Leasedelayed); provided, however, that this limitation upon Seller is authorized shall not apply with respect to accept the termination lease renewals, lease extensions, rights of any Lease at the end of its existing term and to expandfirst refusal or offer, extend or renew any Lease options pursuant to expansion, extension or renewal options contained therein. rights granted under leases existing as of the Effective Date. All costs and expenses incurred and paid by Seller under (i) any new lease entered into after the Effective Date and (ii) With respect to any request extension, renewal or modification of an existing lease entered into after the Effective Date, shall be paid by Purchaser in accordance with Section 6.3(f) of this Agreement. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for consent pursuant to Paragraph 13(d)(i)tenant improvements, if Purchaser: (A) shall fail either to consent or to expressly withhold its consent by a leasing commissions, capital improvements, and reasonable attorney's fees. If Purchaser does not deliver written notice to Seller of its approval or disapproval of any matters for which specifically states the reasonable basis for Seller seeks Purchaser’s objection 's approval as set forth above within five (5) business days after Purchaser’s 's receipt of Seller's request for such request; or (B) unreasonably refuses to grant its consentapproval, then Purchaser shall be deemed to have consented approved such matters and to such request. (iii) Seller shall make good faith efforts have agreed to obtain and deliver to Purchaser, on or before Closing (with estoppel certificates to be sent to Purchaser promptly as they are received) estoppel certificates dated no more than forty-five (45) days prior to the Closing Date [without taking into account any extension of the original Closing Date (x) of thirty (30) or fewer days as elsewhere provided, or (y) due to Purchaser’s failure to close in a timely manner] from: (A) A&P, Planet Fitness, Walgreens, Rite Aid, Petco (at both the Kinnelon Real Property and Midland Park Real Property), Kings, CVS and Tuesday Morning (the “Major Tenants”), substantially in the form attached hereto as Exhibit “F” or on such Major Tenants’ form in accordance with the terms of their respective Leases; (B) from assume all tenants occupying a minimum of 4,000 square feet of gross leasable area; and (C) other tenants leasing at least seventy-five (75%) percent of the remaining square footage of the buildings constituting the Real Property (measured by gross leasable square footage of space occupied by tenants) substantially in the form attached hereto as Exhibit “F” or the form required by the terms of their Lease (the estoppels set forth in (B) and (C) being the “Required In-Line Tenants”). Seller shall request an estoppel certificate from each tenant in accordance with the terms of the applicable Lease, but Seller shall not be obligated to expend any funds (other than nominal printing and delivery costs) in connection with obtaining any such tenant estoppel certificates, and the failure of Seller to obtain any such tenant estoppel certificates shall not be a breach or default hereunder. Purchaser shall be allowed to assist Seller in obtaining estoppel certificates and Seller shall cooperate reasonably with Purchaser in seeking to obtain the same. As of the scheduled Closing Date, if the Required In-Line Tenants have not signed and delivered estoppel certificates which, in each case (x) do not contain any information that materially contradicts any representation or warranty of Seller made herein, or the terms of the applicable Lease, and (y) do not disclose a material default on the part of the landlord or the tenant under the applicable Lease) (the “Estoppel Requirement”), then Seller shall execute and deliver a certificate to Purchaser covering such Required In-Line Tenants for which tenant estoppel certificates meeting such requirements have not been signed and delivered (subject to the limitations as hereinafter provided) sufficient (taken together with the tenant estoppel certificates) to satisfy the Estoppel Requirement, which certificate shall be dated the Closing Date, and which shall be subject to the same limitations on liability and survivability set forth in Paragraph 7(c) hereof as apply to the representations and warranties made by Seller, except the Claims Floor shall not apply to any Seller’s certificate, the Survival Period obligations with respect to claims against Seller for common area maintenance charge-related and real estate tax-related errors or omissions in any Seller’s certificate(s) shall end on June 30, 2015, and the Claims Cap with respect to Seller’s certificates shall be Six Hundred Thousand ($600,000.00) Dollars, which cap is inclusive of the Five Hundred Thousand ($500,000.00) Dollar cap set forth in Paragraph 7(c). Notwithstanding anything herein to the contrary, (I) a Seller’s certificate may be given by Seller for no more than forty (40%) percent of the Required In-Line Tenants, and (II) Purchaser shall have no obligation to accept a Seller’s certificate in lieu of an estoppel certificate from any Major Tenant. A Seller’s certificate delivered in lieu of a tenant estoppel certificate shall be deemed revoked, null and void, if Seller subsequently delivers to Purchaser, within ninety (90) days after Closing, a tenant estoppel certificate covering the Lease to which Seller’s certificate pertains, which contains substantially the same information as such Seller’s certificate and without materially contradicting any information in such Seller’s certificate. In the event that all of the estoppel delivery requirements set forth in this Paragraph 13 are not satisfied by the scheduled Closing Date, taking into account Seller’s certificates to the extent allowable hereunder, Seller shall have the option to extend Closing for up to thirty (30) days to satisfy all such estoppel delivery requirements. In the event the Estoppel Requirement is not met by the scheduled Closing Date (or extended date should Seller elect to extend as aforesaid), taking into account Seller’s certificates to the extent allowable hereunder, then Seller will not be in default by reason thereof, and Purchaser, as its sole option, shall be entitled to terminate this Agreement by notice to Seller given within five (5) business days after the scheduled Closing Date or extended date; provided, however, if the Estoppel Requirement is met at any time prior to the giving of such termination notice by Purchaser as aforesaid, Purchaser shall have no right to terminate this Agreement. If Purchaser timely terminates this Agreement pursuant to this Paragraph 13(d), the Deposit shall be returned to Purchaser and neither party shall have any further obligations or liability hereunder, except for the Surviving Obligationsthereto.

Future Operations. From the Effective Date until the Closing or earlier termination of this Agreement: (a) Seller shall comply with the obligations of the landlord under the Leases which Seller is required to carry out and perform prior to the Closing. (b) Seller shall maintain its existing or comparable casualty and liability insurance with respect to the Property; (c) Seller shall operate operate, manage, lease, repair and maintain the Property substantially in accordance with its past practices;Seller’s current and customary practices with respect to the Property as of the Effective Date, normal wear and tear excepted, including, without limitation, perform when due all of Seller’s obligations under all applicable laws in the ordinary course of business and maintain fire and extended coverage insurance on the Property which is at least equivalent in all material respects to the insurance policies covering the Property as of the Effective Date; and (db) Promptly upon Seller will perform all of Seller’s execution thereof, but obligations under the Leases and the Contracts. Purchaser shall notify Seller in no event later than three (3) business days writing prior to the Approval Date, Seller shall provide to Purchaser a copy expiration of any new contract, or any amendment or modification to any existing Contract entered into by Seller during the Due Diligence Period. Between the Approval Date and Period which Contracts, if any, Purchaser elects to assume at Closing, Seller will enter into only those provided that any Contracts which Seller believes are necessary to carry out its obligations under Paragraph 13(brunning with the Property that cannot be terminated with sixty (60) hereof and which shall be cancelable on not more than thirty (30) days’ written days or less notice without fee or without the payment of any termination or other similar fee. If Seller enters into any such Contract after the Approval Date, Seller shall provide prompt notice thereof to Purchaser and unless Purchaser, within five (5) business days after such Seller’s notice, notifies Seller of Purchaser’s intention not to assume such Contract, the Contract penalty shall be assumed by Purchaser. If Purchaser at Closing pursuant does not exercise its right to Paragraph 5. (e) (i) Promptly upon Seller’s execution thereofterminate this Agreement on or before the expiration of the Approval Period, but in no event later than three (3) business days prior then Seller shall give notice of termination to the applicable vendors on all Contracts that Purchaser does not wish to assume, except those Contracts running with the Property that cannot be terminated with sixty (60) day or less notice without fee or penalty, which shall then be assumed by Purchaser. After the expiration of the Approval DatePeriod, Seller shall provide to Purchaser a copy of any new Lease, or of any amendment or modification to any existing Lease listed on Exhibit “H” attached hereto, entered into by Seller during the Due Diligence Period. Between the Approval Date and Closingwill not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed conditioned or conditioned Seller shall not: (A) execute any new Lease affecting the Propertydelayed, or any part thereof; (B) amend any existing Lease listed on Exhibit “H” attached hereto; or (C) terminate or accept the surrender of any Lease; providedmodify, howeverenter into, that Seller is authorized to accept the termination of any Lease at the end of its existing term and to expand, extend or renew any Lease pursuant to expansion, extension or renewal options contained therein. (ii) With respect to any request for consent pursuant to Paragraph 13(d)(i), if Purchaser: (A) shall fail either to consent or to expressly withhold its consent by a notice to Seller Contract which specifically states the reasonable basis for Purchaser’s objection within five (5) business days after Purchaser’s receipt of such request; or (B) unreasonably refuses to grant its consent, then Purchaser shall be deemed to have consented to such request. (iii) Seller shall make good faith efforts to obtain and deliver to Purchaser, on or before Closing (with estoppel certificates to be sent to Purchaser promptly as they are received) estoppel certificates dated no more than forty-five (45) days prior to the Closing Date [without taking into account any extension of the original Closing Date (x) of thirty (30) or fewer days as elsewhere provided, or (y) due to Purchaser’s failure to close in a timely manner] from: (A) A&P, Planet Fitness, Walgreens, Rite Aid, Petco (at both the Kinnelon Real Property and Midland Park Real Property), Kings, CVS and Tuesday Morning (the “Major Tenants”), substantially in the form attached hereto as Exhibit “F” or on such Major Tenants’ form in accordance with the terms of their respective Leases; (B) from all tenants occupying a minimum of 4,000 square feet of gross leasable area; and (C) other tenants leasing at least seventy-five (75%) percent of the remaining square footage of the buildings constituting the Real Property (measured by gross leasable square footage of space occupied by tenants) substantially in the form attached hereto as Exhibit “F” or the form required by the terms of their Lease (the estoppels set forth in (B) and (C) being the “Required In-Line Tenants”). Seller shall request an estoppel certificate from each tenant in accordance with the terms of the applicable Lease, but Seller shall cannot be obligated to expend any funds (other than nominal printing and delivery costs) in connection with obtaining any such tenant estoppel certificates, and the failure of Seller to obtain any such tenant estoppel certificates shall not be a breach or default hereunder. Purchaser shall be allowed to assist Seller in obtaining estoppel certificates and Seller shall cooperate reasonably with Purchaser in seeking to obtain the same. As of the scheduled Closing Date, if the Required In-Line Tenants have not signed and delivered estoppel certificates which, in each case (x) do not contain any information that materially contradicts any representation or warranty of Seller made herein, or the terms of the applicable Lease, and (y) do not disclose a material default on the part of the landlord or the tenant under the applicable Lease) (the “Estoppel Requirement”), then Seller shall execute and deliver a certificate to Purchaser covering such Required In-Line Tenants for which tenant estoppel certificates meeting such requirements have not been signed and delivered (subject to the limitations as hereinafter provided) sufficient (taken together with the tenant estoppel certificates) to satisfy the Estoppel Requirement, which certificate shall be dated the Closing Date, and which shall be subject to the same limitations on liability and survivability set forth in Paragraph 7(c) hereof as apply to the representations and warranties made by Seller, except the Claims Floor shall not apply to any Seller’s certificate, the Survival Period with respect to claims against Seller for common area maintenance charge-related and real estate tax-related errors or omissions in any Seller’s certificate(s) shall end on June 30, 2015, and the Claims Cap with respect to Seller’s certificates shall be Six Hundred Thousand ($600,000.00) Dollars, which cap is inclusive of the Five Hundred Thousand ($500,000.00) Dollar cap set forth in Paragraph 7(c). Notwithstanding anything herein to the contrary, (I) a Seller’s certificate may be given by Seller for no more than forty (40%) percent of the Required In-Line Tenants, and (II) Purchaser shall have no obligation to accept a Seller’s certificate in lieu of an estoppel certificate from any Major Tenant. A Seller’s certificate delivered in lieu of a tenant estoppel certificate shall be deemed revoked, null and void, if Seller subsequently delivers to Purchaser, within ninety (90) days after Closing, a tenant estoppel certificate covering the Lease to which Seller’s certificate pertains, which contains substantially the same information as such Seller’s certificate and without materially contradicting any information in such Seller’s certificate. In the event that all of the estoppel delivery requirements set forth in this Paragraph 13 are not satisfied by the scheduled Closing Date, taking into account Seller’s certificates to the extent allowable hereunder, Seller shall have the option to extend Closing for up to cancelled upon thirty (30) days to satisfy all such estoppel delivery requirements. In the event the Estoppel Requirement is not met by the scheduled Closing Date (or extended date should Seller elect to extend as aforesaid), taking into account Seller’s certificates to the extent allowable hereunder, then Seller will not be in default by reason thereof, and Purchaser, as its sole option, shall be entitled to terminate this Agreement by notice to Seller given within five (5) business days after the scheduled Closing Date or extended date; provided, however, if the Estoppel Requirement is met at any time prior to the giving of such termination notice by Purchaser as aforesaid, Purchaser shall have no right to terminate this Agreement. If Purchaser timely terminates this Agreement pursuant to this Paragraph 13(d), the Deposit shall be returned to Purchaser and neither party shall have any further obligations or liability hereunder, except for the Surviving Obligationswritten notice.