Common use of TENANT ESTOPPEL CERTIFICATE Clause in Contracts

TENANT ESTOPPEL CERTIFICATE. Seller agrees to submit or cause its property manager to submit to the lessee under the Lease (the “Lessee”) a request for the Lessee to execute and deliver a tenant estoppel certificate to Purchaser with respect to the Lease in the form attached hereto as Exhibit 4.5. It shall be a condition precedent to Purchaser’s Closing obligations that Purchaser receive a tenant estoppel certificate from the Lessee (the “Required Estoppel”) on the form of the estoppel certificate attached as Exhibit 4.5. If on or before the Closing Date Purchaser does not receive the Required Estoppel executed by the Lessee without any changes other than the attachment of a punchlist of repairs to be made, Seller may extend the Closing Date up to fourteen (14) days to allow Seller to obtain the Required Estoppel. If Seller fails to remedy any items on any such punchlist before Closing, Purchaser shall receive a credit against the Purchase Price at Closing for the cost of remedying such items in an amount as reasonably agreed by Purchaser and Seller, and Seller shall not be responsible for the remedying of such items. Furthermore, if Purchaser does not receive the Required Estoppel on or before the expiration of such fourteen (14) day period, if applicable, Purchaser may either (i) terminate this Agreement in a writing delivered to Seller on or before the Closing Date or the end of such fourteen (14) day period, if applicable, in which event the Deposit shall be returned to Purchaser and neither party shall have any further obligations hereunder other than those which expressly survive the Closing or earlier termination of this Agreement, or (ii) waive the foregoing condition precedent and proceed to Closing. If Purchaser shall not have terminated this Agreement under this Section 4.5 prior to the Closing Date, Purchaser shall be deemed for all purposes to be satisfied with the responses to Seller’s requests for such tenant estoppel certificate and the form and substance of such tenant estoppel certificate and shall have no further right to terminate this Agreement based on the response or lack thereof with respect to any tenant estoppel certificate.

TENANT ESTOPPEL CERTIFICATE. Seller agrees to submit or cause its property manager to submit Receipt by Buyer prior to the lessee under expiration of the Lease (the “Lessee”) a request for the Lessee to execute and deliver Due Diligence Period of a tenant estoppel certificate addressed to Purchaser Buyer, executed by ULA with respect to the Lease as of a date which is dated after the Effective Date, substantially in the form attached hereto as Exhibit 4.5. It shall be a condition precedent to Purchaser’s Closing obligations G (the “ULA Estoppel”); provided, however, that Purchaser receive a if the form of tenant estoppel certificate from attached hereto requests information in addition to or different than that required to be given pursuant to the Lessee (the “Required Estoppel”) on ULA Lease, this condition will be satisfied if ULA executes an estoppel certificate in the form of required pursuant to the estoppel certificate attached as Exhibit 4.5ULA Lease. If on Seller shall use reasonable efforts (but without obligation to incur any cost or before the Closing Date Purchaser does not receive the Required Estoppel executed by the Lessee without expense or institute any changes other than the attachment of a punchlist of repairs to be made, Seller may extend the Closing Date up to fourteen (14legal action) days to allow Seller to obtain and deliver the Required ULA Estoppel. If Seller fails Any modifications to remedy any items on any such punchlist before Closingthe ULA Estoppel shall be subject to the approval of Buyer, Purchaser shall receive a credit against the Purchase Price at Closing for the cost of remedying such items in an amount as reasonably agreed by Purchaser and Seller, and Seller which approval shall not be responsible for unreasonably withheld or delayed. If Buyer fails to deliver written notice to Seller setting forth Buyer’s reasonable objections to any such modification to the remedying ULA Estoppel within five (5) business days after Buyer’s receipt of such itemsmodified ULA Estoppel (which may be submitted to Buyer in either the form proposed to be executed by ULA or as executed by ULA), then Buyer shall be conclusively deemed to have approved such modifications. Furthermore, if Purchaser does not receive In the Required event the ULA Estoppel on or before the expiration of such fourteen is received by Buyer more than two (142) day period, if applicable, Purchaser may either (i) terminate this Agreement in a writing delivered business days prior to Seller on or before the Closing Date or the end of such fourteen (14) day periodthe Due Diligence Period, if applicable, in which event the Deposit unless Buyer shall be returned to Purchaser and neither party shall have any further obligations hereunder other than those which expressly survive the Closing or earlier termination of this Agreement, or (ii) waive the foregoing condition precedent and proceed to Closing. If Purchaser shall not have terminated this Agreement under this Section 4.5 in writing prior to the Closing Dateend of the Due Diligence Period, Purchaser Buyer shall be deemed for all purposes to be satisfied with have approved (or waived) this condition as of the responses to Seller’s requests for such tenant estoppel certificate and expiration of the form and substance of such tenant estoppel certificate and shall have no further right to terminate this Agreement based on the response or lack thereof with respect to any tenant estoppel certificateDue Diligence Period.

TENANT ESTOPPEL CERTIFICATE. Seller agrees Upon request, and within fifteen (15) Business Days written notice given by or on behalf of Landlord, Tenant shall execute and deliver to submit Landlord, as appropriate, a Tenant Estoppel Certificate which: (a) certifies that this Lease is unmodified and in full force and effect (or cause its property manager if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications); (b) states whether Tenant has taken possession of the Premises; (c) states whether Tenant has sublet all or any part of the Premises or assigned this Lease in whole or in part; (d) states whether any rent abatements exist under this Lease and the dates to submit which the rent has been paid by Tenant; (e) states whether or not, to the lessee best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying the nature of such default; (f) if any improvements are required to be performed by Landlord under this Lease, stating that all such work has been satisfactorily completed or, if not, providing a list of items excepted; (g) states the Lease Commencement Date, the rent commencement date and the scheduled expiration date of the Term; (h) states whether any security deposit has been posted; and (i) states the “Lessee”) a request for the Lessee address to which notices to Tenant are to be sent, it being intended that any such statement delivered pursuant hereto may be relied upon by others with whom Landlord may be dealing. Tenant’s failure to execute and deliver a tenant estoppel certificate to Purchaser with respect to the Lease in the form attached hereto as Exhibit 4.5. It shall be a condition precedent to PurchaserTenant Estoppel Certificate within fifteen (15) Business Days following demand shall, if such failure continues for five (5) days following Tenant’s Closing obligations that Purchaser receive a tenant estoppel certificate from the Lessee (the “Required Estoppel”) on the form of the estoppel certificate attached as Exhibit 4.5. If on or before the Closing Date Purchaser does not receive the Required Estoppel executed by the Lessee without any changes other than the attachment receipt of a punchlist second demand from Landlord, constitute an Event of repairs to be made, Seller may extend the Closing Date up to fourteen (14) days to allow Seller to obtain the Required Estoppel. If Seller fails to remedy any items on any such punchlist before Closing, Purchaser shall receive a credit against the Purchase Price at Closing for the cost of remedying such items in an amount as reasonably agreed by Purchaser and Seller, and Seller shall not be responsible for the remedying of such items. Furthermore, if Purchaser does not receive the Required Estoppel on or before the expiration of such fourteen (14) day period, if applicable, Purchaser may either (i) terminate this Agreement in a writing delivered to Seller on or before the Closing Date or the end of such fourteen (14) day period, if applicable, in which event the Deposit shall be returned to Purchaser and neither party shall have any further obligations hereunder other than those which expressly survive the Closing or earlier termination of this Agreement, or (ii) waive the foregoing condition precedent and proceed to Closing. If Purchaser shall not have terminated this Agreement under this Section 4.5 prior to the Closing Date, Purchaser shall be deemed for all purposes to be satisfied with the responses to Seller’s requests for such tenant estoppel certificate and the form and substance of such tenant estoppel certificate and shall have no further right to terminate this Agreement based on the response or lack thereof with respect to any tenant estoppel certificateDefault.

TENANT ESTOPPEL CERTIFICATE. Following the execution of this Agreement, Seller agrees covenants to submit use commercially reasonable efforts to obtain an estoppel from the sole tenant at the Property, CitiCorp North America, Inc., such estoppel to be in the form of Exhibit "H" attached hereto. In the event that Seller is unable to obtain such estoppel certificate then Buyer may elect not to close the subject purchase transaction and may elect to terminate this Agreement provided Buyer gives written notice of termination to Seller on or cause its property manager to submit prior to the lessee under earlier of (i) two (2) business days following the Lease (the “Lessee”) a request for the Lessee date Seller notifies Buyer Seller will not be able to execute and deliver a tenant obtain an estoppel certificate to Purchaser with respect to the Lease in the form attached hereto as Exhibit 4.5. It shall be a condition precedent to Purchaser’s Closing obligations that Purchaser receive a tenant estoppel certificate from the Lessee (the “Required Estoppel”) on the form of the estoppel certificate attached as Exhibit 4.5. If on or before the Closing Date Purchaser does not receive the Required Estoppel executed by the Lessee without any changes other than the attachment of a punchlist of repairs to be made, Seller may extend the Closing Date up to fourteen (14) days to allow Seller to obtain the Required Estoppel. If Seller fails to remedy any items on any such punchlist before Closing, Purchaser shall receive a credit against the Purchase Price at Closing for the cost of remedying such items in an amount as reasonably agreed by Purchaser and Seller, and Seller shall not be responsible for the remedying of such items. Furthermore, if Purchaser does not receive the Required Estoppel on or before the expiration of such fourteen (14) day period, if applicable, Purchaser may either (i) terminate this Agreement in a writing delivered to Seller on or before the Closing Date or the end of such fourteen (14) day period, if applicable, in which event the Deposit shall be returned to Purchaser and neither party shall have any further obligations hereunder other than those which expressly survive the Closing or earlier termination of this Agreement, EXHIBIT "H" or (ii) waive the foregoing condition precedent and proceed to date of the Closing. If Purchaser Buyer acknowledges, however, that Seller's failure to obtain such estoppel certificate shall not have terminated constitute an event of default by Seller hereunder and, even if Buyer shall terminate this Agreement under as provided above in this Section 4.5 prior to the Closing DateSection, Purchaser Seller shall be deemed for entitled to retain the Deposit (and all purposes to be satisfied with interest earned thereon) in the responses to Seller’s requests for such tenant estoppel certificate and the form and substance of such tenant estoppel certificate and shall have no further right event that Buyer elects to terminate this Agreement based on and not to close the response or lack thereof subject purchase hereunder as a result of Seller's inability to obtain such tenant estoppel. Buyer further acknowledges that the form of Tenant estoppel attached hereto, at Buyer's request, is broader in scope than the estoppel obligation set forth in the CitiGroup Lease. The parties hereto have executed this Agreement as of the date first written above. SELLER: MARTEL OFFICE BUILDINGS I, XXX, a Delaware limited liability company By: ------------------------------------- D. Andrew Beal Sole Manager BUYER: HARVARD PROPERTY TRUST, LLC, a Delaware limited liability company d/b/a Behringer Harvard Funds By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- JOINDER OF THE TITLE COMPANY The Title Company joins in the execution of this Agreement for the sole purpose of acknowledging the Title Company's receipt of an executed copy of this Agreement. REPUBLIC TITLE OF TEXAS, INC. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- JOINDER OF THE BROKER The Broker(s) join in the execution of this Agreement for the sole purpose of evidencing its agreement with respect the provisions of Section 6.1 hereto. CUSHMAN & WAKEFIELD OF TEXXX, XXX. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- EXHIBIT "A" TO PURCHASE AND SALE AGREEMENT THE LAND [TO BE INSERTED] EXHIBIT "B" TO PURCHASE AND SALE AGREEMENT SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER STATE OF TEXAS SS. SS. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DALLAS SS. THAT MARTEL OFFICE BUILDINGS I, XXX, a Delaware limited liability company ("Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to any tenant estoppel certificate.it paid by HARVARD PROPERTY TRUST, LLC, a Delaware limited liability company d/b/a Behringer Harvard Funds ("Grantee"), the receipt and sufficiency of which are hereby acknowledged and confessed by Grantor, has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does hereby GRANT, BARGAIN, SELL and CONVEY unto Grantee:

TENANT ESTOPPEL CERTIFICATE. Seller agrees to submit or cause its property manager to submit to the lessee under the Lease (the “Lessee”) a request for the Lessee to execute shall obtain and deliver to Purchaser a tenant estoppel certificate to Purchaser with respect to certificate, substantially one of the Lease in the form forms attached hereto as Exhibit 4.5. It EXHIBIT F and EXHIBIT F-l, from (i) each Major Tenant and (ii) eighty percent (80%) of the remaining tenants under the remaining Leases (each of the foregoing a "REQUIRED TENANT ESTOPPEL CERTIFICATE"); provided, however, that within fifteen (15) days of the Effective Date, Purchaser shall designate one of the two forms as the form on which such tenant estoppel certificates shall be a condition precedent obtained and Seller shall be permitted to Purchaser’s Closing obligations that Purchaser receive a tenant estoppel certificate from the Lessee (the “Required Estoppel”) on the form of the estoppel certificate attached as Exhibit 4.5. If on or before the Closing Date Purchaser does not receive the Required Estoppel executed by the Lessee without any changes other than the attachment of a punchlist of repairs to be made, Seller may extend the Closing Date up to fourteen (14) by the corresponding number of days to allow Seller in order to obtain the Required EstoppelTenant Estoppel Certificates. If Additionally, to the extent requested, Seller fails shall deliver to remedy the applicable Tenants and use reasonable efforts to obtain and deliver to PURCHASE AND SALE AGREEMENT (XXXXX XXXX) DALLAS/200403 Purchaser any items on subordination, non-disturbance and attornment agreement requested by Purchaser's lender. If, for any reason, Seller does not obtain any Required Tenant Estoppel Certificate, other than one for a Major Tenant, then Seller may, if it so elects, provide a Seller Estoppel Certificate similar to the Required Tenant Estoppel Certificate for the applicable tenant instead of furnishing such punchlist before Required Tenant Estoppel Certificate at Closing; provided, however, that Seller shall continue to use commercially reasonable efforts to obtain the applicable Required Tenant Estoppel Certificate through the Closing Date. In the event that Seller believes that a Required Tenant Estoppel Certificate is not obtainable with commercially reasonable efforts and does not elect to provide a Seller Estoppel Certificate, if permitted above, for the applicable tenant at Closing, the Purchaser shall receive a credit against the Purchase Price at Closing for the cost of remedying such items in an amount may, as reasonably agreed by Purchaser its sole and Sellerexclusive remedy, and Seller shall not be responsible for the remedying of such items. Furthermore, if Purchaser does not receive the Required Estoppel on or before the expiration of such fourteen (14) day period, if applicable, Purchaser may either (i) terminate this Agreement in a writing delivered to Seller on waive the defect or before shortcoming and close the Closing Date or the end of such fourteen (14) day period, if applicable, in which event the Deposit shall be returned to Purchaser and neither party shall have any further obligations hereunder other than those which expressly survive the Closing or earlier termination of transaction contemplated by this Agreement, or (ii) waive terminate this Agreement, whereupon the foregoing condition precedent Contract Deposit shall be delivered to Purchaser and proceed to Closingneither Seller nor Purchaser will have any further rights or obligations under this Agreement, except for Purchaser's indemnity, repair and other obligations that by their terms survive the termination of this Agreement. If Notwithstanding the foregoing, if Seller notifies Purchaser, in writing, that it believes that a Required Tenant Estoppel Certificate is not obtainable with commercially reasonable efforts, and that it will not furnish a Seller Estoppel Certificate for such tenant, as the case may be, and Purchaser shall does not have terminated terminate this Agreement under this Section 4.5 prior to the Closing Datewithin five (5) days after its receipt of said notice, Purchaser shall be deemed for all purposes to be satisfied with the responses by giving written notice to Seller’s requests for such tenant estoppel certificate and the form and substance of such tenant estoppel certificate and , then Purchaser shall have no further right to terminate this Agreement based on the response or lack thereof with respect to any tenant estoppel certificatefor such failure.

TENANT ESTOPPEL CERTIFICATE. Seller agrees shall use commercially reasonable efforts to submit receive estoppel certificates from all the tenants of the Real Property. As used in this Agreement, “commercially reasonable efforts” shall not include any obligation to institute or threaten legal proceedings, to declare or threaten to declare any person in default, to incur any liabilities, to expend any monies, or to cause its property manager any other person to submit to do any of the lessee under the Lease (the “Lessee”) a request for the Lessee to execute and deliver a tenant foregoing. Each estoppel certificate to Purchaser with respect to the Lease shall be substantially in the form attached hereto as Exhibit 4.5. It shall be a condition precedent E (or if Seller, after using commercially reasonable efforts to Purchaser’s Closing obligations that Purchaser receive a tenant estoppel certificate from the Lessee (the “Required Estoppel”) on the form of the estoppel certificate attached as Exhibit 4.5. If on or before the Closing Date Purchaser does not receive the Required Estoppel executed by the Lessee without any changes other than the attachment of a punchlist of repairs to be madeobtain certificates in such form, Seller may extend the Closing Date up to fourteen (14) days to allow Seller is unable to obtain the Required Estoppelsame, then in the form, if any, prescribed in or permitted by the applicable Lease); provided, however, that any provisions of the applicable estoppel certificates respecting defaults, defenses, disputes, environmental matters, claims, offsets, credits, abatements, concessions and recaptures against rent and other charges may be limited to the actual knowledge of the applicable tenant. Buyer’s failure to object to any estoppel certificate (or any information or provision therein) by written notice to Seller given within five (5) business days after Buyer’s receipt thereof (but not later than the Closing Date) shall be deemed to constitute Buyer’s acceptance and approval thereof. If Seller fails an estoppel certificate (or a combination of estoppel certificates) will have a Material Adverse Effect, then notwithstanding anything to remedy any items on any such punchlist before Closingthe contrary herein, Purchaser Buyer shall have the right to terminate the Agreement and receive a credit against refund of the Purchase Price at Closing for the cost of remedying such items in an amount as reasonably agreed by Purchaser and Seller, and Seller shall not be responsible for the remedying of such items. Furthermore, if Purchaser does not receive the Required Estoppel on or before the expiration of such fourteen (14) day period, if applicable, Purchaser may either (i) terminate this Agreement in a writing delivered to Seller on or before the Closing Date or the end of such fourteen (14) day period, if applicableDeposit, in which event the Deposit shall be returned to Purchaser and event, neither party shall have any further rights or obligations hereunder other than except for those which obligations that expressly survive termination. Notwithstanding anything herein to the contrary, Seller’s failure to obtain such estoppel certificates shall in no event be deemed a default by Seller hereunder or a failed condition that will entitle Buyer to terminate the Agreement and receive a refund of the Deposit, but in the event that Seller fails to obtain an estoppel certificate for any Lease on or before the Outside Closing Date then, subject to the limitations of Section 16.4 hereof, Seller shall indemnify Buyer and hold Buyer harmless from any and all costs, losses, damages or earlier termination expenses of this Agreement, any kind or (ii) waive the foregoing condition precedent and proceed nature arising out of or resulting from any defaults by Seller that exist pursuant to Closing. If Purchaser shall not have terminated this Agreement under this Section 4.5 prior to such Lease as of the Closing Date, Purchaser . Such indemnification obligation shall be deemed for all purposes to be satisfied with survive the responses to Seller’s requests for such tenant estoppel certificate and the form and substance of such tenant estoppel certificate and shall have no further right to terminate this Agreement based on the response or lack thereof with respect to any tenant estoppel certificateClosing.

TENANT ESTOPPEL CERTIFICATE. Seller agrees to submit or cause its property manager to submit Receipt by Buyer prior to the lessee under the Lease (the “Lessee”) a request for the Lessee to execute and deliver Closing Date of a tenant estoppel certificate addressed to Purchaser Buyer, executed by Tenant with respect to the Lease as of a date which is dated after the Effective Date, substantially in the form attached hereto as Exhibit 4.5. It shall be a condition precedent to Purchaser’s Closing obligations that Purchaser receive a tenant estoppel certificate from the Lessee G (the “Required Tenant Estoppel”). Seller shall submit the requested form of Tenant Estoppel to the Tenant within three (3) business days after Buyer delivers the Deposit to Escrow Holder and thereafter shall use reasonable efforts (but without obligation to incur any cost or expense or institute any legal action) to obtain and deliver the Tenant Estoppel. Any modifications to the Tenant Estoppel shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld or delayed, provided, however, that so long as Tenant makes no other modifications inconsistent with the terms on the form of the estoppel certificate attached hereto as Exhibit 4.5G, the deletion by Tenant of any or all of paragraphs 5, 8, 11, 12 or 13 on such form shall not require the approval of Buyer. If on or before Buyer fails to deliver written notice to Seller setting forth Buyer’s reasonable objections to any such modification to the Closing Date Purchaser does not receive Tenant Estoppel within five (5) business days after Buyer’s receipt of such modified Tenant Estoppel (which may be submitted to Buyer in either the Required Estoppel form proposed to be executed by Tenant or as executed by Tenant), then Buyer shall be conclusively deemed to have approved such modifications. In the Lessee without any changes other event the Tenant Estoppel is received by Buyer more than the attachment of a punchlist of repairs two (2) business days prior to be made, Seller may extend the Closing Date up to fourteen (14) days to allow Seller to obtain the Required Estoppel. If Seller fails to remedy any items on any such punchlist before Closing, Purchaser shall receive a credit against the Purchase Price at Closing for the cost of remedying such items in an amount as reasonably agreed by Purchaser and Seller, and Seller shall not be responsible for the remedying of such items. Furthermore, if Purchaser does not receive the Required Estoppel on or before the expiration of such fourteen (14) day period, if applicable, Purchaser may either (i) terminate this Agreement in a writing delivered to Seller on or before the Closing Date or the end of such fourteen (14) day periodthe Due Diligence Period, if applicable, in which event the Deposit unless Buyer shall be returned to Purchaser and neither party shall have any further obligations hereunder other than those which expressly survive the Closing or earlier termination of this Agreement, or (ii) waive the foregoing condition precedent and proceed to Closing. If Purchaser shall not have terminated this Agreement under this Section 4.5 in writing prior to the Closing Dateend of the Due Diligence Period, Purchaser Buyer shall be deemed for all purposes to be satisfied with have approved (or waived) this condition as of the responses to Seller’s requests for such tenant estoppel certificate and expiration of the form and substance of such tenant estoppel certificate and shall have no further right to terminate this Agreement based on the response or lack thereof with respect to any tenant estoppel certificateDue Diligence Period.