Common use of TENANT ESTOPPEL CERTIFICATE Clause in Contracts

TENANT ESTOPPEL CERTIFICATE. Within ten (10) business days following a request in writing by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be substantially in the form of Exhibit E, attached hereto (or such other commercially reasonable form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other factual information regarding the Premises of this Lease reasonably requested by Landlord or Landlord's mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. At any time during the Lease Term, Landlord may require Tenant to provide Landlord with a current financial statement and financial statements of the two (2) years prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Notwithstanding the foregoing, for any year during which (i) stock in the entity which constitutes Tenant under this Lease (as opposed to an entity that controls Tenant or is otherwise an affiliate of Tenant) is publicly traded on NASDAQ or a national stock exchange, and (ii) Tenant has its own, separate and distinct 10K and 10Q filing requirements (as opposed joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise affiliates of Tenant), then Tenant's obligation to provide Landlord with a copy of its financial statements for any such year shall be deemed satisfied. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate (or provide written comments to any proposed certificate delivered by Landlord) within a two (2) business day period following the receipt of Landlord’s second written request therefor shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.

TENANT ESTOPPEL CERTIFICATE. Within ten Tenant shall at any time during the term of this Lease, within fifteen (1015) business days following a request in writing by of written notice from Landlord, Tenant shall execute, acknowledge execute and deliver to Landlord an estoppel certificatea statement in writing certifying that this Lease is unmodified and in full force and effect or, whichif modified, as submitted stating the nature of such modification. Tenant’s statement shall include other reasonable details requested by Landlord, such as the date to which rent and other charges are paid, Tenant’s knowledge concerning any uncured defaults with respect to Landlord’s obligations under this Lease and the nature of such defaults if they are claimed, and such other matters as Landlord may reasonably request. Any such statement may be relied upon conclusively by any purchaser or lender having an interest in the Premises. Tenant’s failure to deliver such statements within such time shall be substantially conclusive upon the Tenant that this Lease is in full force and effect, except as and to the form of Exhibit Eextent any modification has been represented by Landlord, attached hereto and that there are no uncured defaults in Landlord’s performance, and that not more than one (1) month’s rent has been paid in advance. In addition, within fifteen (15) days after written request from Tenant, Landlord shall deliver to Tenant an estoppel certificate stating that (a) this Lease is in full force and effect and has not be modified, supplemented or amended in any way (or such other commercially reasonable form as may be required by any prospective mortgagee or purchaser specifying the date of the Projectagreement so affecting this Lease); (b) to Landlord’s actual knowledge, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other factual information regarding the Premises Tenant is not in breach of this Lease reasonably requested by Landlord or (or, if so, a description of each such breach); (c) this Lease represents the entire agreement between the parties with respect to the Premises; (d) the date to which rent has been paid, (e) the unexpired term of this Lease, and (f) it is intended that any Landlord's mortgagee or prospective mortgagee. Any such certificate ’s statement may be relied upon by any a prospective mortgagee purchaser or purchaser lender of all or any portion of the Project. At any time during the Lease Term, Landlord may require Tenant to provide Landlord with a current financial statement and financial statements of the two (2) years prior to the current financial statement year. Such statements shall be prepared investor in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Notwithstanding the foregoing, for any year during which (i) stock in the entity which constitutes Tenant under this Lease (as opposed to an entity that controls Tenant or is otherwise an affiliate of Tenant) is publicly traded on NASDAQ or a national stock exchange, and (ii) Tenant has its own, separate and distinct 10K and 10Q filing requirements (as opposed joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise affiliates of Tenant), then Tenant's obligation to provide Landlord with a copy of its financial statements for any such year shall be deemed satisfied. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate (or provide written comments to any proposed certificate delivered by Landlord) within a two (2) business day period following the receipt of Landlord’s second written request therefor shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.

TENANT ESTOPPEL CERTIFICATE. Within ten twenty (1020) business days following after receipt of a request in writing by from Landlord, Tenant shall execute, acknowledge and deliver to Landlord an estoppel certificatecertificate or other statement (each, which, as submitted by Landlord, shall a “Tenant Estoppel Certificate”) to be substantially in the form of Exhibit E, attached hereto (or such other commercially reasonable form as may be required by furnished to any prospective mortgagee or purchaser of the ProjectPremises or to any prospective lender, which Tenant Estoppel Certificate shall include such commercially reasonable provisions as are customarily requested by purchasers or lenders, including, without limitation, any or all of the following matters, to the extent each may be true: that the Lease is in effect and not subject to any rental offsets, claims, or defenses to its enforcement; the commencement and expiration dates of the Lease term and any portion thereof), indicating therein remaining unexercised Extension Periods; that Tenant is paying rent on a current basis; that any exceptions thereto improvements required to be furnished under the Lease have been completed in all respects; that may exist at the Lease constitutes the entire agreement between Tenant and Landlord relating to the Premises; that time, and shall also contain any other factual information regarding Tenant has accepted the Premises and is in possession thereof; that the Lease has not been modified, altered, or amended except in specified respects by specified instruments; that Tenant has no notice of this Lease any prior assignment, hypothecation, or pledge of rents or the Lease; and such other matters as reasonably requested by Landlord or Landlord's mortgagee or prospective mortgagee. Any such certificate may be relied requested. Tenant shall also, upon by request of Landlord, certify and agree for the benefit of any prospective mortgagee Lender, that Tenant will not look to such Lender: as being liable for any act or purchaser omission of all or Landlord; as being obligated to cure any portion defaults of the Project. At any time during Landlord under the Lease Term, Landlord may require Tenant to provide Landlord with a current financial statement and financial statements of the two (2) years which occurred prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted accounting principles andtime Lender, if such is the normal practice of Tenantits successors or assigns, shall be audited by an independent certified public accountant. Notwithstanding the foregoing, for any year during which (i) stock acquired Landlord’s interest in the entity which constitutes Premises by foreclosure or otherwise, as being bound by any payment of rent or Additional Rent by Tenant to Landlord for more than one (1) month in advance; or as being bound by Landlord to any amendment or modification of the Lease without Xxxxxx’s written consent. Failure to deliver the documents required under this Lease (as opposed to an entity that controls Tenant or is otherwise an affiliate of Tenant) is publicly traded on NASDAQ or a national stock exchange, and (ii) Tenant has its own, separate and distinct 10K and 10Q filing requirements (as opposed joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise affiliates of Tenant), then Tenant's obligation to provide Landlord with a copy of its financial statements for any such year shall be deemed satisfied. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate (or provide written comments to any proposed certificate delivered by Landlord) within a two (2) business day Article 19 in the time period following the receipt of Landlord’s second written request therefor required shall constitute an acceptance Event of Default without the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exceptionneed for any notice or cure period.

TENANT ESTOPPEL CERTIFICATE. Within ten Tenant agrees that, from time to time --------------------------- upon not less than fifteen (1015) business days following a days' prior request in writing by Landlord, Tenant shall execute, acknowledge execute and deliver to Landlord an estoppel certificatea written certificate certifying that the following items are true and correct (or if not true and correct, whichthe reasons therefor): (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, a description of such modifications and that this Lease as submitted modified is in full force and effect); (b) the dates to which Rent has been paid; (c) that Tenant is in possession of the Premises, if that is the case; (d) that Landlord is not in default under this Lease, or, if Tenant believes Landlord is in default, the nature thereof in detail; (e) that Tenant has no off-sets or defenses to the performance of its obligations under this Lease (or if Tenant believes there are any off-sets or defenses, a full and complete explanation thereof); (f) that the Premises have been completed in accordance with the terms and provisions hereof, that Tenant has accepted the Premises and the condition thereof and of all improvements thereto and has no claims against Landlord or any other party with respect thereto; and (g) such additional matters as may be requested by Landlord, shall be substantially in the form of Exhibit E, attached hereto (or such other commercially reasonable form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto it being agreed that may exist at that time, and shall also contain any other factual information regarding the Premises of this Lease reasonably requested by Landlord or Landlord's mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee purchaser, mortgagee, or purchaser of all other person having or any portion of the Project. At any time during the Lease Term, Landlord may require Tenant to provide Landlord with a current financial statement and financial statements of the two (2) years prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by acquiring an independent certified public accountant. Notwithstanding the foregoing, for any year during which (i) stock interest in the entity which constitutes Tenant under this Lease (as opposed to an entity that controls Tenant or is otherwise an affiliate of Tenant) is publicly traded on NASDAQ or a national stock exchange, and (ii) Tenant has its own, separate and distinct 10K and 10Q filing requirements (as opposed joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise affiliates of Tenant), then Tenant's obligation to provide Landlord with a copy of its financial statements for any such year shall be deemed satisfiedPremises. Failure The failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate to Landlord a statement in accordance with the provisions of this section within said fifteen (or provide written comments to any proposed certificate delivered by Landlord15) within a two (2) business day period following the receipt of Landlord’s second written request therefor shall constitute an acceptance of the Premises and an acknowledgment by Tenant which may be relied on by any person who would be entitled to rely upon any such statement, that statements included in the estoppel certificate are such statement as submitted by Landlord is true and correct, without exceptioncorrect provided that Landlord has also sent a second ten (10) day notice requesting such statement.

TENANT ESTOPPEL CERTIFICATE. Within ten (10) business days following a request in writing by Landlord, Tenant shall execute, acknowledge and deliver to Landlord Receipt of an estoppel certificatecertificate (the “Tenant Estoppel Certificate”) executed by Acushnet Company, whicha Delaware corporation (the “Tenant”), the sole tenant occupying space at the Property, dated no earlier than thirty (30) days prior to the Closing, shall be a condition precedent to Purchaser’s obligation to purchase the Property hereunder. Seller shall use commercially reasonable efforts (and, as submitted by Landlordused in this Agreement, commercially reasonable efforts shall not be deemed to include any obligation to institute legal proceedings, deliver notices of default or to expend any monies) to obtain such Tenant Estoppel Certificate, which shall be substantially in the form of Exhibit E, attached hereto as Exhibit B, as modified to make the statements contained therein factually correct (which form is the form of estoppel certificate attached to the Lease). If the Tenant Estoppel Certificate (i) discloses adverse economic terms against the Landlord that were not disclosed in writing to Purchaser prior to the date of this Agreement, (ii) alleges a material default of either party under the Lease, (iii) discloses a material dispute between Seller and Tenant, (iv) fails to confirm that the Lease is in full force and effect or (v) includes material changes from the form attached hereto as Exhibit B, and such other commercially reasonable form as may be required by any prospective mortgagee or purchaser matters have not been disclosed to Purchaser prior to the expiration of the ProjectDue Diligence Period, and, in each case, are not cured or any portion thereof)satisfied by Seller prior to the Closing, indicating therein any exceptions thereto then the Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Prior to delivering the Tenant Estoppel Certificate to Tenant for execution, Seller shall prepare and deliver the same to Purchaser for Purchaser’s reasonable approval. If Purchaser fails to notify Seller in writing of Purchaser’s approval or reasonable disapproval (with detailed proposed revisions that may exist at that time, and shall also contain any other factual information regarding the Premises of this Lease reasonably requested by Landlord or Landlord's mortgagee or prospective mortgagee. Any such certificate may will be relied upon by any prospective mortgagee or purchaser of all or any portion acceptable to Purchaser) of the Project. At any time during Tenant Estoppel Certificate submitted by Seller by the Lease Term, Landlord may require Tenant to provide Landlord with a current financial statement and financial statements of the date which is two (2) years prior Business Days after the date of Purchaser’s receipt of the Tenant Estoppel Certificate, Purchaser shall be deemed to have approved the Tenant Estoppel Certificate for submittal to Tenant. Once the Tenant Estoppel Certificate has been executed by Tenant, Seller shall submit Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificate received by Purchaser shall be deemed acceptable unless Purchaser objects to the current financial statement yearTenant Estoppel Certificate not later than three (3) Business Days following actual receipt. Such statements The failure of Seller to deliver the Tenant Estoppel Certificate shall not be prepared a breach or default by Seller under this Agreement, and shall only be a failure of a condition to Closing for Purchaser’s benefit, in accordance with generally accepted accounting principles andwhich event Purchaser’s sole recourse hereunder in the event of any such failure shall be, if such is the normal practice of Tenantin Purchaser’s sole and absolute discretion, shall be audited by an independent certified public accountant. Notwithstanding the foregoing, for any year during which to either (i) stock in waive receipt of the entity which constitutes Tenant under this Lease (as opposed Estoppel Certificate and proceed to an entity that controls Tenant the Closing on the Scheduled Closing Date, or is otherwise an affiliate of Tenant) is publicly traded on NASDAQ or a national stock exchange, and (ii) Tenant has to terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its ownsole discretion, separate and distinct 10K and 10Q filing requirements (as opposed joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise affiliates of Tenant)shall have the right, then Tenant's obligation upon written notice to provide Landlord with a copy of its financial statements for any such year shall be deemed satisfied. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate (or provide written comments to any proposed certificate delivered by Landlord) within a Purchaser at least two (2) business day period following Business Days prior to the receipt of Landlord’s second written request therefor Scheduled Closing Date, to adjourn the Scheduled Closing Date for up to thirty (30) days to deliver the Tenant Estoppel Certificate. If Seller delivers to Purchaser the Tenant Estoppel Certificate less than five (5) days prior to the Scheduled Closing Date, then the Scheduled Closing Date shall constitute an acceptance of be automatically extended such that the Premises and an acknowledgment by Scheduled Closing Date shall be the date that is five (5) days after the date on which Seller delivers to Purchaser the Tenant that statements included in the estoppel certificate are true and correct, without exceptionEstoppel Certificate.

TENANT ESTOPPEL CERTIFICATE. Within ten Tenant agrees to furnish periodically, within twenty (1020) business days following a after written request in writing therefor by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be substantially in the form of Exhibit E, attached hereto (any Mortgagee or such other commercially reasonable form as may be required by any prospective mortgagee or purchaser of the ProjectLandlord’s interest, or any portion thereof), indicating therein any exceptions thereto that a certificate signed by Tenant (which may exist at that time, require a true and shall also contain any other factual information regarding the Premises correct copy of this Lease reasonably requested and any and all amendments hereto to be attached) certifying (to the extent same is true) that this Lease is in full force and effect and unmodified (or setting forth any modifications to this Lease); whether or not the Term has commenced and the amount of Monthly Rent then payable by Tenant under this Lease; that no Rental under this Lease has been paid more than sixty (60) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate); that Tenant, as of the date of such certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rentals or other charges due or to become due hereunder except as set forth in such certificate; and that Tenant has no knowledge of any default by Landlord or Landlord's mortgagee or prospective mortgageethen existing under this Lease. To the extent that any of the foregoing assertions would not be true, Tenant’s certificate shall describe in reasonable detail the circumstances (including without limitation, the status of any claim of Tenant under Section 4.03 of this Lease) that then may make such assertions untrue. Any such certificate may be relied upon by any Landlord and prospective mortgagee purchaser or purchaser Mortgagee of all the Landlord Property or any portion of the Project. At any time during the Lease Term, Landlord may require Tenant to provide Landlord with a current financial statement and financial statements of the two (2) years prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Notwithstanding the foregoing, for any year during which (i) stock in the entity which constitutes Tenant under this Lease (as opposed to an entity that controls Tenant or is otherwise an affiliate of Tenant) is publicly traded on NASDAQ or a national stock exchange, and (ii) Tenant has its own, separate and distinct 10K and 10Q filing requirements (as opposed joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise affiliates of Tenant), then Tenant's obligation to provide Landlord with a copy of its financial statements for any such year shall be deemed satisfied. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate (or provide written comments to any proposed certificate delivered by Landlord) within a two (2) business day period following the receipt of Landlord’s second written request therefor shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exceptionpart thereof.

TENANT ESTOPPEL CERTIFICATE. Within ten At anytime, upon the written request of Landlord or any Mortgagee, Tenant, within twenty (1020) business days following a request in writing by Landlordof the date of such written request, Tenant shall execute, acknowledge agrees to execute and deliver to Landlord an estoppel certificateand/or such Mortgagee, whichwithout charge and in a form satisfactory to Landlord and/or such Mortgagee, a written statement: (a) ratifying this Lease; (b) confirming the commencement and expiration dates of the Term of this Lease; (c) certifying that Tenant is in occupancy of the Leased Premises and that the Lease is in full force and effect and has not been modified, assigned, subleased, supplemented, or amended except by such writings as submitted shall be stated; (d) certifying that all conditions and agreements under this Lease to be satisfied or performed by Landlord have been satisfied and performed except as shall be stated; (e) certifying that Landlord is not in default under the Lease and there are no defenses, set-offs, recoupments, and/or counterclaims against the enforcement of this Lease by Landlord, or stating the defaults, defenses, set-offs, recoupments, and/or counterclaims, claimed by Tenant; (f) reciting the amount of advance Rent, if any, paid by Tenant and the date to which such Rent has been paid; (g) reciting the amount of security deposited with Landlord, if any; and (h) containing any other information which Landlord or the Mortgagee shall be substantially in the form require. The failure of Exhibit ETenant to execute, attached hereto (or such other commercially reasonable form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that timeacknowledge, and shall also contain deliver to Landlord and/or any other factual information regarding Mortgagee a statement in accordance with the Premises provisions of this Lease reasonably requested Paragraph within the period set forth herein shall constitute an acknowledgment by Landlord or Landlord's mortgagee or prospective mortgagee. Any such certificate Tenant which may be relied upon by any prospective mortgagee person holding or purchaser of all intending to acquire any interest whatsoever in the Property or any portion the Leased Premises, that this Lease has not been assigned, amended, changed, or modified, is in full force and effect, and that the Rent has been duly and fully paid not beyond the respective due dates immediately preceding the date of the Projectrequest for such statement. At Such failure shall also constitute as to any time during persons entitled to rely on such statements a waiver of any defaults by Landlord or defenses, set-offs, recoupments, or counterclaims against the enforcement of this Lease Term, by Landlord which may require Tenant to provide Landlord with a current financial statement and financial statements of the two (2) years exist prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Notwithstanding the foregoing, for any year during which (i) stock in the entity which constitutes Tenant under this Lease (as opposed to an entity that controls Tenant or is otherwise an affiliate of Tenant) is publicly traded on NASDAQ or a national stock exchange, and (ii) Tenant has its own, separate and distinct 10K and 10Q filing requirements (as opposed joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise affiliates of Tenant), then Tenant's obligation to provide Landlord with a copy of its financial statements for any such year shall be deemed satisfied. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate (or provide written comments to any proposed certificate delivered by Landlord) within a two (2) business day period following the receipt of Landlord’s second written request therefor shall constitute an acceptance date of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exceptionwritten request.