Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 8 contracts
Samples: Purchase and Sale Agreement (Midlantic Office Trust, Inc.), Purchase and Sale Agreement (Midlantic Office Trust, Inc.), Purchase and Sale Agreement (Midlantic Office Trust, Inc.)
Tenant Estoppel Certificates. Subject to the terms of this Paragraph 3(d)(i), receipt by Buyer prior to Closing of tenant estoppel certificates addressed to Buyer and its successors, assigns and lenders, executed by Tenants (awhich must include the “Required Tenants”, as hereinafter defined) Seller agrees from with respect to such Tenants’ Leases, and after receipt dated no earlier than February 20, 2019, representing at least seventy percent (70%) of the Assumption Approval occupied area of the Improvements (the “Required Estoppel Percentage”), substantially in the form attached hereto as Exhibit E, in the form required pursuant to such Tenant’s Lease or in a form that contains the information required to be estopped to by the Tenant pursuant to its Lease (the “Tenant Estoppel Certificates”). Seller shall use reasonable efforts (but without obligation to incur any cost or expense or institute any legal action) to obtain and deliver such Tenant Estoppel Certificates from all Tenants. Seller shall provide copies to Buyer of all Tenant Estoppel Certificates executed by Tenants, and all responses or responsive drafts submitted by all Tenants following the request from such Tenant for the Tenant Estoppel Certificate. If any Tenant Estoppel Certificate (whether executed by a Tenant or submitted in revised draft form from any tenant), or any response from a Tenant following a request for a Tenant Estoppel Certificate, includes material adverse disclosures that were not previously disclosed in the applicable Lease, this Agreement or any other document delivered or made available to Buyer prior to the expiration of the Due Diligence Period (each, a “Noncomplying Tenant Estoppel Certificate”), then Buyer shall have the right to object to such Noncomplying Tenant Estoppel Certificate, in which case such Noncomplying Tenant Estoppel Certificate shall not count toward satisfaction of the condition precedent to Buyer’s obligation to proceed to Closing set forth in Section 9.1 and provided this Agreement is in full force and effect, Paragraph 3(d)(i). If Buyer fails to deliver written notice to Seller setting forth Buyer’s objections to any Noncomplying Tenant Estoppel Certificate within five two (52) business days after being requested by Purchaser Buyer’s receipt thereof (which may be submitted to do so, to deliver to all tenants of the Property a request for an estoppel certificate Buyer in either the form of EXHIBIT D attached heretoproposed to be executed by such Tenant or as executed by such Tenant, which form and which, notwithstanding Paragraph 20, may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"Buyer via electronic mail), Seller agrees then Buyer shall be conclusively deemed to use good faith efforts to obtain have approved such Noncomplying Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 4 contracts
Samples: Purchase and Sale Agreement and Joint Escrow Instructions, Purchase and Sale Agreement and Joint Escrow Instructions, Purchase and Sale Agreement and Joint Escrow Instructions
Tenant Estoppel Certificates. The Owners shall request, or shall cause the Partnership to request, and Cedar shall have received estoppel certificates certified to the Partnership and dated not more than thirty (a30) Seller agrees days prior to the Closing Date ("Tenant Estoppel Certificates") duly executed by (i) each Major Tenant and (ii) such other Tenants so that Tenant Estoppel Certificates shall have been received from and after receipt Tenants occupying, in the aggregate (including the space demised to Major Tenants), at least 80% of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants rentable square footage of the Property a request for an estoppel certificate in (the form of foregoing condition, the "Estoppel Condition"). "Major Tenants" mean those Tenants set forth on EXHIBIT D attached L annexed hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it Tenant Estoppel Certificates shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of and substantially upon the terms set forth on EXHIBIT D or M annexed hereto. The Owners shall deliver the original executed Tenant Estoppel Certificates to Cedar as and when the same shall be delivered to the Owners, but in the form required by a tenant's Lease, dated not earlier no event later than ten (10) business days Business Days prior to the Closing Date. If any Tenant Estoppel Certificate shall have been modified or qualified in any fashion that, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupyingindividually or in connection with other Tenant Estoppel Certificates, reveals facts, conditions or circumstances which result or may result in a material adverse change in the aggregate, not less than 75% of the rentable area financial condition of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants are inconsistent in order to do so. Notwithstanding any material respect with the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% representations of the rentable area of Owners set forth in Section 4.1 above, then Cedar may disapprove the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property same (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinaftersuch disapproved Tenant Estoppel Certificates, the "SELLER'S ESTOPPEL CERTIFICATEUnacceptable Certificates") and by notice delivered to the statements Owners promptly following Cedar's receipt of Seller contained therein such Unacceptable Certificate, and, for purposes of establishing whether the Estoppel Condition has been satisfied, any Unacceptable Certificates shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatebe deemed not to have been received.
Appears in 2 contracts
Samples: Recapitalization Agreement (Cedar Shopping Centers Inc), Recapitalization Agreement (Cedar Shopping Centers Inc)
Tenant Estoppel Certificates. (a) On or before the Estoppel Delivery Deadline, Seller agrees shall deliver to Buyer a fully completed and executed estoppel certificate from and after receipt each of the Assumption Approval Tenants (each, a “Tenant Estoppel Certificate”), each of which shall be dated effective no earlier than thirty (30) Calendar Days prior to the Closing Date. Each Tenant Estoppel Certificate shall be duly executed by the applicable Tenant thereof and each guarantor of the applicable Lease, if any. Each Tenant Estoppel Certificate shall contain substantially the same terms and be in substantially the same form and substance as set forth the form of certificate attached hereto as Exhibit “I,” and incorporated by reference herein; provided, however, that if (i) a form of estoppel certificate is attached to or otherwise prescribed in Section 9.1 an applicable Lease, (ii) if the applicable Lease provides that a particular form of estoppel certificate be used; or (iii) the Tenant is a national tenant that customarily issues its own form of estoppel certificate, such form shall be deemed to be acceptable to Buyer (so long as, in the case of clause (i) only, it is accompanied by a Landlord Estoppel Certificate and, in the case of clause (ii) only, such form contains, at a minimum, the amount of rental payments, the square footage covered by the Lease, a statement as to such Tenant’s knowledge of any existing defaults, a statement that the Tenant has unconditionally accepted the leased premises and provided this Agreement commenced paying rent as of a specified date, a statement concerning the formula or methodology for calculating Tenant’s proportionate share of CAM, insurance, taxes and other reimbursements, the expiration date of the Lease, the existence of any renewal, expansion, or first refusal rights, the amount of any security deposit, a definitive list of any remaining obligations to be performed by the Landlord and commercially reasonable subordination, non-disturbance and attornment provisions). Notwithstanding the foregoing, nothing contained herein shall limit Buyer’s right to review and approve or disapprove of all matters relating to the Leases (including the form of estoppels prescribed therein) during the Due Diligence Period. In the event Seller is in full force able to obtain Tenant Estoppel Certificates from: (I) all of the Major Tenants; and effect(II) Tenants representing the Minimum Tenant Square Footage Requirement, within five (5) business days after being requested by Purchaser on or before the Estoppel Delivery Deadline, but Seller is not able to do soobtain Tenant Estoppel Certificates from all of the Tenants, to then Seller shall deliver to all tenants of Buyer, prior to the Property Estoppel Delivery Deadline, a request for an landlord estoppel certificate in the form of EXHIBIT D Exhibit “J,” attached heretohereto and incorporated herein by reference (each, a “Landlord Estoppel Certificate”), with respect to each Lease for which form may be revised a Tenant Estoppel Certificate has not been obtained in lieu of the Tenant Estoppel Certificate for such Lease. If Seller has not timely delivered a Tenant Estoppel Certificate from those Tenants representing the Minimum Tenant Square Footage Requirement, or alternatively, if so requested by Seller has timely delivered a Tenant Estoppel Certificate from those Tenants representing the Existing Lender. The parties agree thatMinimum Tenant Square Footage Requirement, subject but has not provided a Tenant Estoppel Certificate nor provided a Landlord Estoppel Certificate to Buyer with respect to any remaining Lease before the Estoppel Delivery Deadline, then the provisions of subparagraph (bSection 8.5(a) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificategovern.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Excel Trust, Inc.), Purchase and Sale Agreement (Excel Trust, Inc.)
Tenant Estoppel Certificates. (a) On or before the Estoppel Delivery Deadline, Seller agrees shall use commercially reasonable efforts to deliver to Buyer a fully completed and executed estoppel certificate from and after receipt each of the Assumption Approval Tenants (each, a “Tenant Estoppel Certificate”), each of which shall be dated effective no earlier than thirty (30) Calendar Days prior to the date of delivery. To be accepted by Buyer, each Tenant Estoppel Certificate must be duly executed by the applicable Tenant of the applicable Lease, and, except as provided below, must contain substantially the same terms and be in substantially the same form and substance as the form of certificate attached hereto as Exhibit I and incorporated by reference herein; provided, however, that if (i) a form of estoppel certificate is attached to or otherwise prescribed in an applicable Lease, or (ii) the applicable Lease provides that a particular form of estoppel certificate be used, then such form (but not the content) shall be deemed to be acceptable to Buyer; provided, however, that Buyer shall have the right to review and approve or disapprove of all matters relating to the Leases and the forms of estoppel prescribed therein during the Investigation Period in accordance with the procedures set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, 4.1 hereof. Seller shall also use commercially reasonable efforts to deliver to all tenants Buyer Tenant Estoppel Certificates duly executed by the guarantors of the Property Leases, as applicable. Buyer acknowledges that Tenant Estoppel Certificates may be appropriately modified for Tenants that are not yet open, ground leases and other relevant facts regarding each Lease, provided such modified Tenant Estoppel Certificates shall be subject to Buyer’s review and approval in accordance with the provisions of this Section 5.1(h). In the event Seller is unable to obtain Tenant Estoppel Certificates from: (1) all of the Major Tenants; and (2) Shop Tenants representing the Minimum Tenant Square Footage Requirement, on or before the Estoppel Delivery Deadline, then Buyer, as its sole remedy, shall have the right to terminate this Agreement and the Escrow in accordance with the provisions of Section 8.5(a) hereof. In the event Seller is able to obtain Tenant Estoppel Certificates from: (I) all of the Major Tenants; and (II) Shop Tenants representing the Minimum Tenant Square Footage Requirement, on or before the Estoppel Delivery Deadline, but Seller is not able to obtain Tenant Estoppel Certificates from all of the other Shop Tenants, then Seller shall deliver to Buyer, prior to the Estoppel Delivery Deadline, a request for an landlord estoppel certificate in the form of EXHIBIT D Exhibit “J,” attached heretohereto and incorporated herein by reference (each, a “Landlord Estoppel Certificate”), with respect to each Shop Tenant Lease for which form may be revised a Tenant Estoppel Certificate has not been obtained in lieu of the Tenant Estoppel Certificate for such Lease. If Seller has not timely delivered a Tenant Estoppel Certificate from those Shop Tenants representing the Minimum Tenant Square Footage Requirement, or alternatively, if so requested by Seller has timely delivered a Tenant Estoppel Certificate from those Shop Tenants representing the Existing Lender. The parties agree thatMinimum Tenant Square Footage Requirement, subject but has not provided a Tenant Estoppel Certificate nor provided a Landlord Estoppel Certificate to Buyer with respect to any remaining Lease before the Estoppel Delivery Deadline, then the provisions of subparagraph (bSection 8.5(a) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificategovern.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Excel Trust, Inc.), Purchase and Sale Agreement (Excel Trust, Inc.)
Tenant Estoppel Certificates. On or before the Estoppel Delivery Deadline, Seller shall deliver to Buyer a fully completed and executed estoppel certificate from each of the Tenants (aeach, a “Tenant Estoppel Certificate”), each of which shall be dated effective no earlier than thirty (30) Calendar Days prior to the Closing Date. Seller agrees from that each Tenant Estoppel Certificate shall contain the same terms and after receipt be in the same form and substance as the form of certificate attached hereto as Exhibit “H” and incorporated herein by reference, and shall otherwise be in form and substance satisfactory to Buyer. Each Tenant Estoppel Certificate shall be duly executed by the applicable Tenant thereof and each guarantor of the Assumption Approval as set forth in Section 9.1 and provided this Agreement applicable Lease, if any. In the event Seller is in full force and effectable to obtain Tenant Estoppel Certificates from those Tenants representing the Minimum Tenant Square Footage Requirement on or before the Estoppel Delivery Deadline, within five (5) business days after being requested by Purchaser but Seller is not able to do soobtain Tenant Estoppel Certificates from all of the Tenants, to then Seller shall deliver to all tenants of Buyer, prior to the Property Estoppel Delivery Deadline, a request for an landlord estoppel certificate in the form of EXHIBIT D Exhibit “I,” attached heretohereto and incorporated herein by reference (each, a “Landlord Estoppel Certificate”), with respect to each Lease for which form a Tenant Estoppel Certificate has not been obtained in lieu of the Tenant Estoppel Certificate for such Lease. If Seller has not timely delivered a Tenant Estoppel Certificate from those Tenants representing the Minimum Tenant Square Footage Requirement, or alternatively, if Seller has timely delivered a Tenant Estoppel Certificate from those representing the Minimum Tenant Square Footage Requirement, but has not provided a Tenant Estoppel Certificate nor provided a Landlord Estoppel Certificate to Buyer with respect to any remaining Leases before the Estoppel Delivery Deadline, then, in such a case, Buyer may exercise one of the following options on or before the Closing Date: (1) waive the requirement to receive the Estoppel Certificates which Seller failed to deliver, continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement; provided the Scheduled Closing Date shall automatically be revised if so requested by extended to the Existing Lender. The parties agree that, subject Extended Closing Date; or (2) terminate this Agreement and the Escrow pursuant to the provisions of subparagraph (bSection 8.5(a) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% hereof. Upon Buyer’s receipt of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafterEstoppel Certificates, the "SELLER'S ESTOPPEL CERTIFICATE"provisions set forth in Sections 5.1(g)(i) and the statements of Seller contained therein (ii) shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateapply.
Appears in 2 contracts
Samples: Purchase and Contribution Agreement and Joint Escrow Instructions (Pacific Office Properties Trust, Inc.), Purchase and Sale Agreement and Joint Escrow Instructions (Pacific Office Properties Trust, Inc.)
Tenant Estoppel Certificates. Seller shall have delivered to Purchaser Tenant Estoppel Certificates from (aA) Seller agrees from and after receipt each of the Assumption Approval as set forth following tenants: The Goodyear Tire & Rubber Company, Sybase, Inc., WellPoint, Inc. (which WellPoint, Inc. Tenant Estoppel Certificate shall include an acknowledgement by WellPoint, Inc., in Section 9.1 a form approved by Purchaser, that WellPoint, Inc.’s right of first refusal and/or right of first offer to purchase the Property leased by WellPoint, Inc. has terminated by its terms) and provided this Agreement is Northrop Grumman Information Technology, Inc. (collectively, the “Prime Tenants”), and (B) the tenants of single tenant buildings and tenants of more than 25,000 square feet in full force and effectmulti-tenanted buildings, within five in all cases not leased to the Prime Tenants, for those Properties which represent not less than seventy percent (570%) business days after being requested by Purchaser to do so, to deliver of the Purchase Price allocated to all tenants portions of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject not leased to the provisions of subparagraph Prime Tenants (bcollectively, the “Non-Prime Tenants”) below(this item 7.2.2(4)(B) is referred to herein as, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"“Estoppel Requirement”), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at to the extent the Estoppel Requirement has not been satisfied on or prior to the Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of Date (the rentable area of the Property“Estoppel Shortfall”), Seller may iStar shall execute and deliver deliver, and Purchaser agrees to Purchaseraccept, at Closing, its own certificate estoppel certificates (“Seller Estoppels”) with respect to tenants occupying up the Estoppel Shortfall, subject to an additional 15% of the rentable area of the Property (substantially Seller Estoppel Cap, in the form attached hereto as Exhibit I, in which event such Seller Estoppels together with the Tenant Estoppel Certificates shall satisfy the Estoppel Requirement; provided, however, that (i) the Seller Estoppels shall not be subject to the “basket” or “cap” provisions with respect to Seller’s liability set forth in Section 9.3, (ii) the Seller Estoppels shall not represent more than twenty (20%) percent of EXHIBIT D the Estoppel Requirement (the “Seller Estoppel Cap”) and (iii) a Seller Estoppel shall in no event eliminate the need for Seller to deliver a ROFO Acknowledgment from all tenant from which a ROFO Acknowledgment otherwise is required. A response from a tenant which materially contradicts the information set forth in such tenant’s Lease or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates Exhibits attached hereto or in the representations of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements set forth herein shall not constitute a Tenant Estoppel Certificate for purposes of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.this Section 7.2.2(4);
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Istar Financial Inc), Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either Tenant Estoppel Certificates substantially in the form of EXHIBIT D Exhibit G (or, if a tenant’s Lease specifies or contemplates another form of tenant estoppel certificate, then such other specified or contemplated form) executed by (a) each of BAE Systems North America, L-3 Communications TMA Corporation, Northrop Grumman Corporation, Comptek Research, Inc., and Xxxx X. XxXxxxxx Associates (the “Major Tenants”) and (b) tenants (including the Major Tenants) occupying not less than eighty percent (80%) of the rentable square feet in the form required Improvements leased to tenants including the Major Tenants. Seller shall use commercially reasonable efforts to obtain, but shall not be obligated to expend any funds (other than copying, postage and related charges) 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. If, despite using commercially reasonable efforts, Seller is unable to obtain the tenant estoppel certificates referred to in this Section 7.3.7, then Purchaser’s sole remedies and recourses shall be limited to either (a) waiving the requirement for the tenant estoppel certificate(s) in question and proceeding to Closing without reduction of the Purchase Price or (b) terminating this Agreement by a tenant's Leasewritten notification to Seller at Closing, in which event this Agreement shall be terminated as provided for in Section 10.2. If Purchaser extends the Closing Date pursuant to either Section 7.1.1, Section 7.1.2 or Section 7.1.3, the tenant estoppel certificates obtained by Seller may be dated not earlier more than ten (10) business 30 days prior to the Closing Date. In such event, Seller will use reasonable efforts to obtain updated tenant estoppel certificates from the Tenants upon the request of Purchaser, but the failure to receive an updated tenant estoppel certificate from any or all Tenants shall not in any way be deemed a failure of this condition to close and will not give Purchaser a right to terminate this Agreement so long as Seller has previously delivered to Purchaser no later than five (5) business days before Closing from tenants the estoppels required under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatethis Section 7.3.7.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Investment Trust Ii Inc)
Tenant Estoppel Certificates. (a) Seller agrees from shall endeavor to secure and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to Buyer by the Closing Date estoppel certificates for all tenants of Leases consistent with the Property a request for an estoppel certificate information in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either Rent Rolls and substantially in the form of EXHIBIT attached hereto as Exhibit D or in such form as may be required under the form required by a tenant's Leaseapplicable Leases. Buyer may terminate this Agreement upon two (2) business days written notice to Seller if, dated not earlier no less than ten three (103) business days prior to the Closing Date, Seller fails to deliver to Buyer estoppel certificates substantially in the form attached hereto as Exhibit D or such form as may be delivered to Purchaser no later than five required under any particular Lease (5“Tenant Estoppel Certificates”), executed by (i) business days before Closing from all tenants under Leases leasing 15,000 rentable square feet or more of the Real Property, and (ii) the remaining tenants under the Leases occupying, in the aggregate, not less than 75% so that all of the Estoppel Certificates cover at least seventy-five percent (75%) of the leased rentable floor area of the PropertyReal Property and meeting the requirements set forth in this section, including all with no changes other than de minimus changes reasonably approved by Buyer and not disclosing the existence of any default under the Leases referenced to therein or any information inconsistent with the Rent Rolls (collectively, the “Tenant Estoppel Condition”). Seller shall prepare, or cause to be prepared, and deliver to Buyer for review and approval, no later than one (1) Business Day after the expiration of the Due Diligence Period, the estoppel certificates Seller intends to deliver to the tenants occupying at least a full floor or more of space based on the form attached hereto as Exhibit D (a "TENANT ESTOPPEL"the “Prepared Estoppels”), and Seller agrees shall remit, or cause to use good faith efforts be remitted, the Prepared Estoppels to obtain such Tenant Estoppelsall the tenants of the Property for signature within one (1) Business Day following Buyer’s notice to Seller that Buyer has approved the Prepared Estoppels (which notice shall set forth any required corrections). If Buyer fails to notify Seller of its approval of, provided howeveror any changes to, the Prepared Estoppels it receives from Seller for approval within two (2) Business Days following Buyer’s receipt of the same, Seller shall not be obligated forward such Prepared Estoppels to pay all the tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially without Buyer’s prior approval. Seller will provide Buyer with any proposed changes to the Tenant Estoppel Certificates and the executed Tenant Estoppel Certificates promptly upon receipt thereof by Seller for Buyer’s review and approval, which approval shall not be unreasonably withheld, conditioned, or delayed and shall be deemed given if Buyer fails to respond within five days after Buyer’s receipt of the Tenant Estoppel Certificate in question. Seller agrees that upon the request of Buyer, Seller shall deliver to tenants of the Property the form of EXHIBIT D or in the form subordination, non-disturbance and attornment agreement required by Buyer’s lender (“SNDAs”) as completed by Buyer or its lender and shall request that such tenants execute and return the SNDAs prior to Closing; provided, however, that it shall not be a tenant's Lease, appropriately modified condition to reflect Closing that they are certificates of Seller deliver to Buyer the executed SNDAs and made Seller’s failure to Seller's knowledge; hereinafter, deliver the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of executed SNDAs to Buyer shall not constitute a default by Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateunder this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement and Escrow Instructions (KBS Real Estate Investment Trust II, Inc.)
Tenant Estoppel Certificates. Seller will make commercially reasonable efforts to deliver to Purchaser tenant estoppel certificates executed by all Tenants within the Property dated after the Effective Date but no earlier than thirty (a30) Seller agrees from and after receipt days prior to Closing in the form of the Assumption Approval as set forth tenant estoppel certificate attached to such Tenant Lease or if no form is so attached, then in Section 9.1 the form of Exhibit “D” attached hereto (collectively, the “Tenant Estoppels”). The Tenant Estoppels must be joined in by any guarantor and provided this Agreement is be completed to reflect the terms of the applicable Tenant Lease and must not, unless expressly waived by Purchaser in full force writing, disclose any material defaults or other matters reasonably unacceptable to Purchaser. The completed form of the Tenant Estoppels must be prepared by Seller and effectsubmitted to Purchaser, for Purchaser’s review and reasonable approval, prior to delivery to the Tenants. Purchaser shall deliver any comments to the completed Tenant Estoppel Certificates within three (3) business days following receipt thereof, failing which such completed Tenant Estoppel Certificates shall be deemed approved. Purchaser will respond to Seller in writing within five (5) business days after being requested by of the date Seller submits a signed Tenant Estoppel to Purchaser for review and approval of whether Purchaser approves the Tenant Estoppel and the specific reasons for withholding approval if approval is not granted. If Purchaser fails to do sorespond within such five (5) day period, then Purchaser will be deemed to have approved the Tenant Estoppel at issue. If Seller is unable, for any reason, to deliver to all tenants Purchaser Tenant Estoppels that are either in material compliance with the Rent Roll and the applicable prescribed form for such Tenant Estoppel or are approved or deemed approved by Purchaser in accordance with this Section 7.02 covering (a) the HEB Lease and the Tenant Leases with High Five and the Tenants under any Tenant Leases covering any of the Property Pad Sites (each a request for an estoppel certificate in “Major Tenant” and collectively, the form of EXHIBIT D attached hereto“Major Tenants”), which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph and (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75at least 85% of the net rentable area square footage of all Tenants in the Property, including all tenants occupying at least a full floor the Major Tenants, under existing Tenant Leases (the “Tenant Estoppels Requirement”) on or more before the second (2nd) business day prior to the scheduled Closing Date, then Purchaser, as Purchaser’s sole and exclusive remedy, shall have the right to either: (i) terminate this Agreement, in which event the Xxxxxxx Money will be refunded to Purchaser and neither Party shall have any further rights, remedies or obligations under this Agreement except obligations and rights that expressly survive any termination of space this Agreement; or (a "TENANT ESTOPPEL")ii) waive the Tenant Estoppels Requirement and proceed with the Closing. Purchaser must exercise option (i) or option (ii) of the immediately preceding sentence by written notice to Seller on or before the scheduled Closing Date. If Purchaser fails to exercise such option on or before the scheduled Closing Date, Seller agrees then Purchaser will be deemed to use good faith efforts to obtain such Tenant Estoppelshave exercised option (ii) set forth above. If, provided however, Seller provides Purchaser with Tenant Estoppels that satisfies the Tenant Estoppels Requirement on or before the scheduled Closing Date, then this Condition Precedent will be satisfied. Each party shall not be obligated entitled to pay tenants extend the Outside Completion Date for up to fifteen (15) days, if necessary, in order to do so. Notwithstanding satisfy the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially Requirement in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive which event the Closing until Date will be extended for the earlier same number of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatedays.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Stratus Properties Inc)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Midlantic Office Trust, Inc.)
Tenant Estoppel Certificates. (a) Seller agrees shall, at its sole cost and expense, use commercially reasonable efforts to obtain, from and after receipt each of the Assumption Approval as set forth in Section 9.1 Opia Restaurant and provided this Agreement is in full force and effectXxxxxxx Xxxx Tenants, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an written estoppel certificate statement in the form of EXHIBIT D attached hereto, which form may be revised if so requested by hereto as Exhibit “W” (the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease“Tenant Estoppels”), dated not no earlier than ten the date that is thirty (1030) business days prior to the Closing Date, be delivered Date that was scheduled at the time that the Tenant Estoppels were requested. If Seller is unable to Purchaser no later than five obtain all of the Tenant Estoppels by the Closing Date or if either of the Tenant Estoppels contain statements or information that is reasonably unacceptable to Buyer and Seller elects not to cure or cannot within a reasonable time (5not to exceed 10 Business Days after notice by Buyer thereof) business days before Closing from tenants under cure any of the Leases occupying, unacceptable information contained in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, Buyer may elect to either (1) terminate this Agreement by giving written notice to Seller and Escrow Agent within two (2) Business Days of receipt of such Tenant Estoppel, in which event the Deposit shall be paid to Buyer, and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (2) waive Seller’s obligation hereunder to deliver all of the Tenant Estoppels, and the Closing shall occur as herein provided howeverwithout any reduction of or credit against the Purchase Price. If Buyer does not exercise its right to proceed under clause (1) of the preceding sentence within the two (2) Business Day period mentioned therein, Buyer shall be deemed to have elected to proceed under clause (2) of the preceding sentence. Buyer acknowledges (i) that the Tenant Estoppel from Opia may list an obligation on behalf of the tenant to obtain certain permits to use its space and notices of default from Seller in connection therewith and (ii) that such information shall not be obligated deemed to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% be reasonably unacceptable for purposes of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatethis Section 3.6.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Apple REIT Eight, Inc.)
Tenant Estoppel Certificates. Purchaser’s obligations under this Agreement are further conditioned upon Purchaser receiving Conforming Tenant Estoppel Certificates, as hereinafter defined, not less than two (a2) Seller agrees business days prior to the Closing from: (i) Kanbay Incorporated; (ii) AHI International Corporation; and (iii) International Housewares Association (collectively defined as the “Major Tenants”); together with Conforming Tenant Estoppels from and after receipt such additional Tenants to cause the total of Conforming Tenant Estoppels to comprise at least seventy-five percent (75%) of the Assumption Approval space in the Improvements that is subject to Leases as set forth of the Closing Date (the “Leased Space”) (hereinafter collectively referred to as the “Minimum Required Estoppels”) addressed to Purchaser. In the event Seller is unable to obtain the Minimum Required Estoppels from a sufficient number of Tenants, other than the Major Tenants, then Seller may, but shall not be so obligated, substitute Conforming Landlord Estoppel Certificates, as hereinafter defined, for any Tenants leasing under the Leases for up to ten percent (10%) of the Leased Space. Such substituted Conforming Landlord Estoppel Certificates shall be counted for all purposes in Section 9.1 determining whether Seller has achieved the Minimum Required Estoppels. As used in this Agreement, the term “Conforming Tenant Estoppel Certificate” means: (i) any Tenant Estoppel Certificate that is dated within sixty (60) days of the Closing Date and provided this Agreement delivered to Purchaser in the form of said Exhibit L, which does not contain any modification or addition that is materially adverse to Purchaser, which does not reveal any default under the affected Lease or condition which with notice and the passage of time would constitute a default or which does not contain any matters that are inconsistent with such Tenant’s Lease; or (ii) any Tenant Estoppel Certificate that is dated within sixty (60) days of the Closing Date in full force a form containing the information which a tenant is required to address in an estoppel certificate as required by such tenant’s Lease, which does not contain any information or assertion that is materially adverse to Purchaser, which does not reveal any default under the affected Lease or condition which with notice and effectthe passage of time would constitute a default, or which does not contain any matters that are inconsistent with such Tenant’s Lease. A “Conforming Landlord Estoppel Certificate” means a certificate executed and delivered by Seller at the Closing which contains the same information with respect to any affected Leases as would the applicable Conforming Tenant Estoppel Certificate, and which does not contain any modification or addition that is materially adverse to Purchaser, which does not reveal any default under the affected Lease or condition which with notice and the passage of time would constitute a default, or which does not contain any matters that are inconsistent with such Tenant’s Lease. Any Tenant Estoppel Certificate which is not a Conforming Tenant Estoppel Certificate or a Conforming Landlord Estoppel Certificate, but which is not expressly disapproved by Purchaser in writing within five two (52) business days after being requested by Purchaser to do soreceipt thereof, will also constitute a Conforming Tenant Estoppel Certificate. If Seller fails to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject Minimum Required Estoppels at or prior to the provisions of subparagraph date that is two (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (102) business days prior to the Closing Date, then Purchaser shall have the right to extend the Closing Date for an additional two (2) days for each day the delivery of the Minimum Required Estoppels are delayed. If Seller fails to deliver the Minimum Required Estoppels by March 31, 2007, Purchaser’s sole and exclusive remedy with respect to such failure will be delivered to terminate this Agreement, in which case the Exxxxxx Money will be refunded in full to Purchaser and thereupon this Agreement will be null and void and of no further force and effect whatsoever, except for the terms of this Agreement which expressly survive termination of this Agreement by Purchaser. In the event Seller delivers any Conforming Landlord Estoppel Certificates and later than five (5) business days before Closing from tenants under obtains a Conforming Estoppel Certificate with respect to the Leases occupyingsame Lease, in the aggregate, not less than 75% then upon delivery of the rentable area of the Property, including all tenants occupying at least a full floor Conforming Tenant Estoppel Certificate to Purchaser (whether before or more of space (a "TENANT ESTOPPEL"after Closing), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not will be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels automatically and fully released and discharged from tenants occupying at least 60% of the rentable area of the Property, Seller may execute any and deliver to Purchaser, at Closing, its own certificate all liability then or thereafter arising with respect to tenants occupying up the Conforming Landlord Estoppel Certificate with respect to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required matters that are so covered by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Conforming Tenant Estoppel Certificate.
Appears in 1 contract
Tenant Estoppel Certificates. That Seller shall have obtained acceptable executed tenant estoppel certificates (athe “Tenant Estoppel Certificates”) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached heretowith respect to all Leases. In order to be acceptable, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it such Tenant Estoppel Certificates shall be a condition addressed to Purchaser's obligation Buyer, Buyer’s lender (if the identity of such lender is timely provided to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's LeaseSeller), and their respective successor and assigns, shall be dated not earlier more than ten thirty (1030) business days prior to the Scheduled Closing DateDate (as defined in Section 9.1 herein), and shall be in substantially the same form as is attached hereto as Exhibits X-0, X-0, X-0, and H-4 (with tenants filling in the applicable blanks and attaching the applicable exhibits) or such other form as may be proscribed for particular tenant(s) in their respective Leases. A Tenant Estoppel Certificate shall be deemed acceptable even if a tenant revises the form Tenant Estoppel Certificate so long as such tenant revisions do not allege any material default on the part of the landlord, do not disclose any material disputes under the applicable Lease, and do not contain information that is materially different than the information contained in the copies of Leases delivered to Purchaser Buyer or contained in Seller’s representations expressly made in this Agreement. Seller shall diligently and in good faith endeavor to obtain and deliver such Tenant Estoppel Certificates to Buyer, provided that Seller shall have no later than five (5) business days before Closing from tenants under obligation to make any payment or to institute any action or proceeding against any tenant in order to obtain the Leases occupyingTenant Estoppel Certificates, in the aggregateand Seller shall have no liability to Buyer if any Tenant Estoppel Certificates are not obtained, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use notwithstanding Seller’s good faith efforts to obtain such Tenant Estoppels, provided howeversame. For purposes of this Section 8.1.1, Seller shall not be obligated deemed to pay tenants in order have used “good faith” efforts to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute obtain and deliver to PurchaserPurchaser the Tenant Estoppel Certificates if Seller delivers the applicable form of such Tenant Estoppel Certificates to the tenants and thereafter make reasonable, at Closingperiodic inquiries (which inquiries may be verbal, its own certificate with respect to tenants occupying up to an additional 15% written, or by email) regarding the status of the rentable area tenant’s review and delivery of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's such Tenant Estoppel CertificateCertificates.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Cole Corporate Income Trust, Inc.)
Tenant Estoppel Certificates. (a) Seller agrees from shall make commercially reasonable efforts to obtain and deliver to Purchaser promptly after receipt by Seller, but not later than three (3) business days prior to the Closing Date (the "ESTOPPEL RETURN DATE"), tenant estoppel certificates from all tenants under the Leases substantially in the form of EXHIBIT D attached hereto or such other form as is required or permitted by the applicable Lease; provided, Purchaser agrees to accept estoppel certificates from tenants which are governmental or quasi-governmental entities in the forms required by such tenants. An executed tenant estoppel certificate in the form required or permitted by the preceding sentence is herein referred to as a "TENANT ESTOPPEL". Notwithstanding anything contained herein to the contrary, it shall be a condition precedent to the obligation of Purchaser to consummate the transaction that is the subject of this Agreement that Seller deliver to Purchaser, on or before the Estoppel Return Date (i) Tenant Estoppels executed by each of the Assumption Approval tenants denoted on EXHIBIT F as being "REQUIRED MAJOR TENANTS"; and (ii) Tenant Estoppels executed by each of the tenants denoted on EXHIBIT F as being "OTHER MAJOR TENANTS", provided, however, that in lieu of furnishing to Purchaser a Tenant Estoppel from one or more of the Other Major Tenants, Seller may, at Seller's sole option, execute and deliver to Purchaser a certificate as to the matters set forth in Section 9.1 EXHIBIT D hereto (the foregoing condition being herein referred to as the "TENANT ESTOPPEL CONDITION"). If Seller is unable to satisfy the Tenant Estoppel Condition on or before the Estoppel Return Date, then Purchaser may, not later than the Closing, elect (in a written notice directed to Seller) one of the following: (1) to waive the Tenant Estoppel Condition, or (2) to extend the Closing Date for up to twenty-one (21) days to allow Seller more time to satisfy the Tenant Estoppel Condition. If Purchaser elects to extend the Closing Date pursuant to clause (2) of the preceding sentence and provided the Tenant Estoppel Condition is still not fulfilled on or before the expiration of the twenty-one (21) day extension period, then Purchaser may elect the option set forth in clause (1) of the preceding sentence or Purchaser may elect to terminate this Agreement is Agreement, in full force which event all of the Deposit shall be returned to Purchaser. The failure of Seller to obtain any Tenant Estoppel (or the refusal of Seller to correct any claimed default by landlord under a Lease) shall not be and effect, within shall not be deemed to be a breach of or default under this Agreement. Within five (5) business days after being requested by Purchaser the Effective Date, the parties shall agree on the information to do so, to deliver to all tenants of be inserted into the Property a request for an form tenant estoppel certificate in the form of EXHIBIT D attached heretofor each tenant under a Lease, which form so that such certificates may be revised if so requested by the Existing Lenderprovided to said tenants. The parties agree that, subject Seller shall deliver each Tenant Estoppel to the provisions of subparagraph (b) below, it Purchaser promptly following Seller's receipt thereof. Seller shall be a condition to Purchaser's have no obligation to close under this Agreement that an estoppel certificate either substantially amend any Lease or to provide any concession, service or payment, reimbursement or other consideration to any tenant in the form of EXHIBIT D or in the form required by a tenantconnection with Seller's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Behringer Harvard Reit I Inc)
Tenant Estoppel Certificates. Seller shall use commercially reasonable efforts (aat no cost to Seller other than amounts for incidental expenses) to obtain and deliver to Purchaser prior to Closing a written Tenant Estoppel Certificate signed by each tenant under the Leases; provided that delivery of such signed Tenant Estoppel Certificates shall be a condition of Closing only to the extent set forth in Section 6.1(c) hereof; and in no event shall the inability or failure of Seller agrees to obtain and deliver any of said Tenant Estoppel Certificates (Seller having used its good faith efforts as set forth above as to the tenants under the Leases) be a default of Seller hereunder. In the event Seller has obtained Tenant Estoppel Certificates from the Critical Tenants by the Closing Date, but Seller has not obtained a Tenant Estoppel Certificate from the tenant under the Cxxxxx Lease or the Lighthouse Lease (Seller having used commercial reasonable efforts to obtain the same), Seller shall have the right, at its election, to either (i) postpone Closing for up to thirty (30) days to pursue said outstanding Tenant Estoppel Certificate or (ii) make a written representation and after receipt warranty to Purchaser at Closing in the certificate to be delivered pursuant to Section 5.1(o) of this Agreement with respect to the Assumption Approval matters set forth on Exhibit M attached hereto; provided, however, (y) Seller's liability for such representation and warranty shall be limited as set forth in Section 9.1 Sections 11.3 and provided 11.4 of this Agreement is in full Agreement, and (z) such representation and warranty will become null and void and of no further force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised effect if so requested by the Existing Lender. The parties agree that, subject and to the provisions extent, at any time after the delivery of subparagraph (b) belowsuch certificate, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered Seller receives and delivers to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such said outstanding Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Ix Lp)
Tenant Estoppel Certificates. (a) Seller agrees from shall use commercially reasonable efforts to obtain and after receipt of deliver to Purchaser, on or before the Assumption Approval as set forth in Section 9.1 and provided this Agreement date which is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, “clean” Tenant Estoppel Certificates in the form attached hereto as Exhibit “H” or as may be delivered required by tenant’s lease, executed by each Tenant. The “clean” Tenant Estoppel Certificate shall not contain any material discrepancies from the Rent Roll, Leases, or Seller’s representations hereunder, nor, asserting a default by landlord under such Leases or assert a right to an abatement, counter-claim or offset by such tenant. Tenant Estoppel Certificates shall be dated no more than thirty (30) days prior to Closing. The delivery of the executed Tenant Estoppel Certificates pursuant to this Section 4.3(e) shall be an express condition precedent to Purchaser’s obligation to close the purchase and sale transaction under this Agreement. In the event that Seller is unable to obtain and deliver to Purchaser no later than the written Tenant Estoppel Certificates on or before the date which is five (5) business days before prior to the Closing from tenants under Date, the Leases occupying, in Seller may elect to extend the aggregate, Closing Date for a period not less than 75% to exceed ten (10) days for the sole purpose of Seller’s delivery of the rentable area Tenant Estoppel Certificates. In no event shall the inability or failure of Seller to obtain and deliver the Tenant Estoppel Certificates (Seller having used commercially reasonable efforts as set forth above) be a default of Seller hereunder. In the event all of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property have not delivered Tenant Estoppel Certificates prior to the extended Closing Date, Purchaser’s sole and exclusive remedy shall be to terminate this Agreement on or before the extended Closing Date, receive back the Xxxxxxx Money and receive a reimbursement from Seller for its actual, out of pocket third party costs and expenses incurred by Purchaser in connection with this Agreement and its inspections of the Property in an amount not to exceed Thirty Thousand and No/100 Dollars (substantially in $30,000.00) or to waive the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant requirement for whom Seller delivered a Seller's any further Tenant Estoppel CertificateCertificates.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Xiii L P)
Tenant Estoppel Certificates. (a) Seller agrees shall use commercially reasonable efforts to obtain estoppel certificates directly from each and after receipt every tenant of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing LenderProject. The parties agree that, subject to the provisions of subparagraph (b) below, it It shall be a condition to Purchaser's of Buyer’s obligation to close under this Agreement title hereunder that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than at least five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided howeverClosing, Seller shall have delivered executed and currently dated (no earlier than thirty (30) days prior to the scheduled Closing Date) estoppel certificates in material conformance with the form attached hereto as Exhibit 8.1(a)-Tenant Estoppel Certificate from (i) each Major Tenant (defined below), and (ii) from tenants whose leases together with the leases of the Major Tenants represent at least eighty-two and one half percent (82½ %) of the aggregate rental revenue of the Project determined on an annualized basis. Notwithstanding the immediately preceding sentence, Seller may deliver a Seller’s estoppel certificate (“Seller Estoppel”) in the form attached hereto as Exhibit 8.1(b)-Seller Estoppel Certificate for any tenant (other than any Major Tenant) not providing an estoppel certificate directly, provided that Seller Estoppels may not be obligated delivered for leases representing more than five percent (5%) of the aggregate rental revenue of the Project such that the sum of the amount of the aggregate rental revenue of the Project covered by estoppel certificates delivered by Tenants and covered by the Seller’s estoppels shall be at least equal to pay tenants eighty-two and one half percent (82½ %) of the aggregate rental revenue of the Project determined on an annualized basis, in order which case the required tenant estoppels will be deemed to do sohave been obtained. “Major Tenants” means each of the following: (i) Xxxxxxx & Xxxxxxxx, (ii) Combined Insurance, (iii) Xxxxx Xxxxxx Communications, (iv) Monitor Company, and (v) Bankers Insurance. Executed estoppel certificates received by Buyer and currently dated (no earlier than forty-five (45) days prior to the scheduled Closing Date) shall be deemed acceptable unless Buyer objects to such estoppel certificate upon the earlier of: (i) five (5) business days of actual receipt or (ii) Closing. Notwithstanding the foregoing, if at Closing a tenant’s lease provides for a different standard for an estoppel certificate, delivery of an estoppel in compliance therewith by Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate shall be deemed compliance herewith with respect to tenants occupying up to an additional 15% of such tenant estoppel. Buyer further hereby agrees that knowledge qualifications by the rentable area of the Property tenant regarding landlord’s actions under subsections (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE"g) and the statements of Seller contained therein (h) shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from be deemed acceptable modifications to a tenant for whom Seller delivered a Seller's Estoppel Certificateestoppel certificate.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Parkway Properties Inc)
Tenant Estoppel Certificates. (a) Seller agrees from Tenant estoppel certificates for the benefit of Purchaser and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effectits lenders, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form delivered by the applicable tenant to Bank of EXHIBIT D or America, N.A. in the form required by 2013 (or, if a tenant's Lease’s Lease specifies or contemplates another form of tenant estoppel certificate, dated not earlier than ten then such other specified or contemplated form), executed by (10a) business days prior to the Closing DateWal-Mart Stores Texas, be delivered to Purchaser no later than five LP, (5b) business days before Closing from Walgreen Co., (c) all tenants under the Leases occupyingexceeding 5,000 square feet, in the aggregate, and (d) other tenants occupying not less than 7585% of the rentable leased square foot area in the Improvements (including the space leased to Wal-Mart Stores Texas, LP, Walgreen Co. and all tenants exceeding 5,000 square feet). Seller shall prepare the initial drafts of such estoppel certificates and submit the same to Purchaser, on or before May 20, 2013, for its review and approval, which approval shall be granted or denied within three (3) Business Days after receipt thereof, such approval not to be unreasonably withheld, conditioned or delayed. In the event Purchaser shall fail to notify Seller within such three (3) Business Day period of the Propertyrejection of any of the same, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), the same shall be deemed approved by Purchaser for delivery to the tenants. Seller agrees to use good faith commercially reasonable efforts to obtain such Tenant Estoppelstenant estoppel certificates from each tenant to which space in the Improvements is leased, provided however, but Seller shall not be obligated to pay expend any funds 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. Seller shall deliver via e-mail to Purchaser executed estoppels it receives from the tenants in order within two (2) Business Days after receipt thereof. Executed estoppels shall be deemed acceptable to do soPurchaser and shall apply toward the number of estoppels required above if such estoppel is dated not earlier than the date sixty (60) days prior to Closing and the applicable tenant does not allege any default by the landlord under its Lease and confirms the material business terms of its Lease. Notwithstanding anything herein to the foregoingcontrary, if Seller is unable to deliver the number of estoppel certificates referred to in the first sentence of this Section 7.3.7 in form acceptable to Purchaser, as provided in the preceding sentence, then Seller may, at its sole election, extend the Closing Date to two Business Days after Seller delivers such Tenant Estoppels from tenants occupying at least 60% tenant estoppel certificates (but in no event shall the Closing Date be so extended for more than sixteen (16) days). Notwithstanding anything herein to the contrary, if Seller remains unable to deliver such estoppel certificates by the extended Closing Date, then Purchaser’s sole remedies and recourses shall be limited to either (1) waive the requirement for the tenant estoppel certificate(s) in question and proceed to Closing without reduction of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after ClosingPurchase Price, or (b2) terminate this Agreement by immediate notification to Seller, in which event the date Exxxxxx Money shall be immediately returned to Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateand the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)
Tenant Estoppel Certificates. Seller shall use commercially reasonable efforts to (a) prepare, or cause to be prepared, and deliver to Purchaser for review and approval, within three (3) Business Days following the date hereof, the estoppel certificates in substantially the form of Exhibit D attached hereto (each, a “Tenant Estoppel Certificate”, and collectively, the “Tenant Estoppel Certificates”), and (b) remit, or cause to be remitted, the Tenant Estoppel Certificates to the tenants identified on Exhibit C attached hereto and made a part hereof (collectively, the “Required Tenants”) for signature within two (2) Business Days following Purchaser’s written notice to Seller agrees that Purchaser has approved the Tenant Estoppel Certificates (which notice shall set forth any required corrections). If Purchaser fails to notify Seller of its approval of, or any changes to, the Tenant Estoppel Certificates it receives from and after Seller for approval within two (2) Business Days following Purchaser’s receipt of the Assumption Approval same, Seller may forward such Tenant Estoppel Certificates to the tenants without Purchaser’s prior approval. Subject to the further provisions of this Section 4.3, receipt of Tenant Estoppel Certificates substantially in the form prescribed above or as set forth in Section 9.1 provided below (i) from the Required Tenants and provided this Agreement is in full force (ii) from a sufficient number of other tenants occupying space at the Property such that Tenant Estoppel Certificates (x) shall have been received pursuant to clauses (i) and effect, within five (5ii) business days after being requested by Purchaser hereof with respect to do so, to deliver to all tenants not less than eighty percent (80%) of the total net rentable square footage of the Property covered by the Leases in effect as of the Scheduled Closing Date, (y) not disclosing the existence of any material uncured default under the leases referred to therein and (z) confirming the information contained in the Tenant Estoppel Certificate delivered to Purchaser for approval, shall be a request for an estoppel certificate condition precedent to Purchaser’s obligation to purchase the Property hereunder. Seller shall promptly, following receipt of the same, deliver copies of the completed Tenant Estoppel Certificates to Purchaser. Seller shall use commercially reasonable efforts (and, as used 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 executed Tenant Estoppel Certificates. Notwithstanding the foregoing, any Tenant Estoppel Certificate that is in the form, if any, prescribed in the applicable lease or other operative document or that is in any form which does not materially vary from the representations made in the form of EXHIBIT Tenant Estoppel Certificate in Exhibit D attached hereto(as modified to make the statement contained therein factually correct) shall be deemed to be a satisfactory Tenant Estoppel Certificate for all purposes under this Agreement, which form may be revised if so requested provided that such Tenant Estoppel Certificate does not disclose any material uncured default under the leases referred to therein and, to the extent required by the Existing Lenderterms of such tenant’s lease, confirms the information contained in the Tenant Estoppel Certificate delivered to Purchaser for approval. The parties agree thatSeller agrees that upon its receipt of a form subordination, subject non-disturbance and attornment agreement (an “SNDA”) from Purchaser or its lender, Seller shall promptly send such SNDAs to the provisions of subparagraph tenants, and shall use commercially reasonable efforts (b) belowand, it as used in this Agreement, commercially reasonable efforts shall not be a condition deemed to Purchaser's include any obligation to close under this Agreement that an estoppel certificate either substantially in institute legal proceedings, deliver notices of default or to expend any monies) to obtain the form of EXHIBIT D or in SNDAs, signed by the form required by a tenant's Leasetenants, dated not earlier than ten (10) business days prior to the Closing Date; provided, be delivered to however, that Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% acknowledges and agrees that receipt of any or all of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller SNDAs shall not be obligated a condition precedent to pay tenants in order Purchaser’s obligation to do sopurchase the Property. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% the delivery of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially SNDA by Xxx Xxxxxx LLP in the form of EXHIBIT D or in Exhibit M attached hereto shall be a condition precedent to Purchaser’s obligation to consummate the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatetransactions contemplated hereby.
Appears in 1 contract
Samples: Contract of Sale (KBS Real Estate Investment Trust II, Inc.)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within At least five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered Seller shall cause tenants of one hundred percent (100%), by area, of the leased space in the Property (with the exception of Purchaser) under Leases and New Leases to furnish to Purchaser no later than five a signed estoppel certificate (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a hereinafter called "TENANT ESTOPPELEstoppel Certificate"), confirming the following information with respect to its Lease: (a) the date, time, amount of rent payable, and renewal options (if any) available under the Lease; (b) that the tenant is in occupancy and that the Lease is in full force and effect and has not been modified or amended, except as expressly noted therein; (c) that all obligations of the lessor of an inducement nature under the Lease have been performed to the tenant's satisfaction; (d) that, to the best of the tenant's knowledge, no defaults exist under the terms of the Lease; and (e) that the person signing said Estoppel Certificate has full power and authority to do so and to bind the tenant thereby, or otherwise in the form, if any, which said tenant is required to deliver by the provisions of its Lease. Seller agrees to use make a diligent, good faith efforts effort to obtain said Estoppel Certificates. If Seller is unable to obtain such Tenant Estoppelsan Estoppel Certificate from any tenant, provided howeverSeller, at its option, may, in lieu thereof, prepare such an Estoppel Certificate for said tenant and certify to Purchaser that, to the best of Seller's knowledge, the same is true, correct and complete in all respects. Such an Estoppel Certificate, so certified by Seller, shall be equivalent to such an Estoppel Certificate signed by the tenant for all purposes hereof, unless Purchaser thereafter receives such an Estoppel Certificate from the tenant, in which event said latter Estoppel Certificate shall supersede the former in all respects. If any such Estoppel Certificate is inconsistent with the Rent Roll in any material respect, or if it indicates that Seller is in default or has not performed some duty of an inducement nature under the Lease described therein, Seller shall have the right, but not be obligated the obligation, on or before the Closing Date, to pay tenants resolve said inconsistency, to cure said default and/or to perform said obligation. If Seller does so resolve, cure or perform the same, Purchaser shall purchase this Property in order accordance with the terms hereof. If Seller fails to do so. Notwithstanding so obtain or certify such Estoppel Certificates, to resolve any such inconsistency, to cure any such default or to perform any such obligation, on or before the foregoingClosing Date, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% Purchaser may, by written notice to Seller, elect either (i) to purchase the Property anyway, in accordance with the provisions hereof, without any reduction or abatement of the rentable area of Purchase Price, notwithstanding said failure, and without any continuing obligation upon Seller to obtain, certify, resolve, cure or perform the Propertysame, Seller may execute or (ii) to, as its sole and deliver exclusive remedy therefor, terminate this Agreement by written notice to Seller, in which event all Earnest Money (and all interxxx xxxned thereon) shall be paid to Purchaser, at Closingand this Agreement shall be deemed to be null, its own certificate with respect void, terminated and of no further force or effect, except as herein to tenants occupying up the contrary expressly provided. If Purchaser fails to an additional 15% of the rentable area of the Property so elect either said option (substantially in the form of EXHIBIT D i) or in the form required by a tenant's Leasesaid option (ii), appropriately modified Purchaser shall be deemed to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of have elected said option (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatei).
Appears in 1 contract
Tenant Estoppel Certificates. (a) Seller agrees from shall endeavor to secure and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser Buyer no later than five (5) business days before prior to the Closing from tenants under Date (the “Tenant Estoppel Deadline”), estoppel certificates (each, a “Tenant Estoppel Certificate”) for all Leases occupying, consistent with the information in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute Rent Rolls and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT attached hereto as Exhibit D or in such form as may be required under the form required applicable Leases. It shall be a condition precedent to Buyer’s Closing obligations that by a tenant's Leasethe Tenant Estoppel Deadline, appropriately modified to reflect that they are certificates Buyer receives Tenant Estoppel Certificates from (i) Union Bank, Yoka & Xxxxx, and Regus (collectively, “Major Tenants”), and (ii) together with the Major Tenants, such additional tenants which occupy at least seventy-five percent (75%) of Seller the leased rental floor area of the Real Property and made to Seller's knowledge; hereinaftermeeting the foregoing requirements (collectively, the "SELLER'S ESTOPPEL CERTIFICATE"“Required Estoppels”). Prior to distributing the Tenant Estoppel Certificates to tenants, Seller shall deliver to Buyer drafts of the completed Tenant Estoppel Certificates for Buyer’s review and approval, not to be unreasonably withheld. Buyer shall review such drafts and deliver to Seller any reasonably requested revisions thereto within two (2) business days after receipt thereof. Buyer’s failure to reasonably grant approval or provide reasonably requested revisions within two (2) business days of Seller’s delivery of the draft Tenant Estoppel Certificates shall be deemed approval by Buyer. Seller will provide Buyer with the executed Tenant Estoppel Certificates promptly upon receipt thereof by Seller. Buyer shall be deemed to have approved an executed Tenant Estoppel Certificate unless it notifies Seller in writing of its disapproval of the same within three (3) business days following its receipt of the same. If Buyer does not receive the Required Estoppels by the Tenant Estoppel Deadline, then either Seller or Buyer may elect to extend the Closing Date for up to fourteen (14) days to allow Seller to obtain the Required Estoppels by delivering written notice to the other party by 5:00 p.m. (California time) on the business day immediately following the Tenant Estoppel Deadline. If Buyer does not receive the Required Estoppels on or before the expiration of such fourteen (14) day extension period, if applicable, Buyer may either (i) terminate this Agreement in writing delivered to Seller on or before the Closing Date, in which event the Deposit shall be returned to Buyer and the statements of Seller contained therein neither party shall have any further obligations hereunder other than those which expressly survive the Closing until the or earlier termination of (a) one hundred and eighty (180) days after Closingthis Agreement, or (bii) waive the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateforegoing condition precedent and proceed to Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement and Escrow Instructions (KBS Real Estate Investment Trust II, Inc.)
Tenant Estoppel Certificates. Receipt of estoppel certificates (a"Tenant Estoppel Certificates") Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier more than ten (10) business 60 days prior to the Closing DateDate from (i) the anchor tenants listed on Exhibit "C" attached hereto and made a part hereof (the "Anchor Tenants"), be delivered to Purchaser no later than five (5ii) business days before Closing from the tenants under the Leases occupying, in the aggregatemall shop premises at the Property listed on Exhibit "D" attached hereto and made a part hereof (the "Required Tenants"), and (iii) from a sufficient number of the balance of the tenants in the mall shop premises at the Property having lease terms in excess of one (1) year so that estoppel certificates from such tenants shall be received with respect to not less than 75% of the net rentable area square feet of space covered by leases in the mall shop premises at the Property having lease terms in excess of one (1) year in effect as of the Propertydate hereof, including is a condition precedent to Buyer's obligation to purchase the Property hereunder. Each Tenant Estoppel Certificate shall be substantially in the form of Exhibit "E-1" attached hereto and made a part hereof or in form otherwise reasonably acceptable to Buyer; provided, however, that (a) in order to help resolve the "Outstanding Due Diligence Issues" (as defined below) listed on Exhibit "M-1" attached hereto and made a part hereof, Buyer and Seller shall, within five (5) days after the Effective Date, reasonably agree on modifications to the form of the Tenant Estoppel Certificate that will be delivered to each Anchor Tenant, and (b) if the applicable Tenant Estoppel Certificate received from any major national tenant is substantially in the standard form otherwise required by such tenant or in the form prescribed by the Lease for such tenant, then such form of Tenant Estoppel Certificate shall be deemed acceptable to Buyer provided that: (i) such Tenant Estoppel Certificate is consistent with the terms and provisions of the applicable Lease heretofore provided by Seller to Buyer and confirms that to such tenant's knowledge, there does not exist any default by either the landlord or the tenant thereunder, and (ii) Buyer is satisfied with respect to all tenants occupying at least a Outstanding Due Diligence Issues as provided under this Agreement. In addition, those provisions of the applicable estoppel certificates respecting defaults, defenses, disputes, claims, offsets, abatements, concessions and recaptures against rent or other charges may be limited to the knowledge of the applicable tenant. A Tenant Estoppel Certificate, whether or not in the form of Exhibit "E-1", will be deemed reasonably acceptable to Buyer if such certificate contains the following information: such certificate confirms that the fixed monthly rent, security deposit and termination date for such tenant are as set forth in the applicable Leases listed on Exhibit "I" for such tenant; that no rent has been paid more than one month in advance; that the lease is in full floor force and effect and has not been amended or more modified except for amendments and modifications listed in such letter and listed on Exhibit "I"; that the tenant has no right of space (a "TENANT ESTOPPEL"), Seller agrees extension other than as set forth in the lease; and that all work to use good faith be performed by Landlord has been performed and that the tenant has no knowledge of any landlord default. Seller's sole obligation hereunder shall be to utilize reasonable efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay Estoppel Certificates from all tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially such reasonable efforts obligation not including any obligation to institute legal proceedings or to expend any monies therefor, other than for minor administrative charges, whether imposed by tenants or incurred by Seller). Buyer shall have the option to waive the condition precedent set forth herein by notice to Seller (whereupon such condition will be deemed satisfied). If on or before the Closing Date, such tenant estoppel condition set forth in this paragraph 4.E is not satisfied (or waived as aforesaid), the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates obligations of Seller to sell, and made Buyer to Seller's knowledge; hereinafterpurchase, the "SELLER'S ESTOPPEL CERTIFICATE") Property hereunder shall terminate. Seller hereby acknowledges that Buyer's determination of whether information or omissions contained in any Tenant Estoppel Certificate are unacceptable will be reasonable if such information or omissions are inconsistent with the provisions of the applicable Lease and relate to rent or other key provisions of such Lease which have an economic effect or if such information indicates that landlord is in material default of such Lease. In this connection, Seller shall promptly deliver to Buyer the statements originals of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a any Tenant Estoppel Certificates received by Seller's Estoppel Certificate.
Appears in 1 contract
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property shall have received a request for an duly executed estoppel certificate from (A) Lake Pointe Investors, LLC, as tenant under the Lake Pointe Xxxxx Lease, and (B) Boca Ciega Investors, LLC, as tenant under the Boca Ciega Bay Lease, each substantially in the form attached hereto as Exhibit C (each, a “Summit Lease Estoppel Certificate”). If any of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition conditions to Purchaser's obligation ’s obligations to close under this Agreement that an estoppel certificate either substantially are not satisfied on and as of the then Scheduled Closing Date (and Purchaser has not waived the same), then (i) Seller may, if it so elects and without any abatement in the form of EXHIBIT D Purchase Price, adjourn the Scheduled Closing Date for a period or periods not to exceed sixty (60) days in the form required by a tenant's Leaseaggregate (or, dated not earlier than ten (10) business days prior if Seller has elected to adjourn the Closing Datepursuant to Section 16, be delivered then for a period not to Purchaser no later than five exceed sixty (560) business days before less the number of days for which Seller has adjourned the Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees pursuant to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants Section 16) in order to do so. Notwithstanding attempt to satisfy such conditions and (ii) if, after any such extension, the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same) or Seller does not elect such extension and such failure is not otherwise a result of any default by Seller (in which event Purchaser would be afforded the rights under Section 18(b)), at Closing, its own certificate with respect then Purchaser may elect either: (y) to tenants occupying up waive such failure and proceed to an additional 15% of the rentable area of the Property Closing or (substantially in the form of EXHIBIT D or in the form required z) to terminate this Agreement by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made written notice to Seller's knowledge; hereinafter, in which event neither Seller nor Purchaser shall have any further rights or obligations to the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall other under this Agreement, except those arising under provisions that expressly survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatesuch termination.
Appears in 1 contract
Samples: Acquisition Agreement (NorthStar Healthcare Income, Inc.)
Tenant Estoppel Certificates. Within three (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (53) business days after being requested by Purchaser the date hereof, Seller agrees to do so, submit or cause Seller’s Property Manager to deliver submit to all tenants of the Property each tenant or lessee under a Lease a request for an such tenant or lessee to execute and deliver a tenant estoppel certificate to Purchaser with respect to its Lease in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lenderhereto as Exhibit 4.6. The parties agree that, subject to the provisions of subparagraph (b) below, it It shall be a condition precedent to Purchaser's obligation to close under this Agreement ’s Closing obligations that an Purchaser receive and reasonably approve tenant estoppel certificates from such number of tenants which collectively occupy at least 80% of the leased square footage of the Property (and such 80% must include a tenant estoppel certificate either substantially in from all tenants occupying 10,000 or more square feet of space at the Property) (collectively, the “Required Estoppels”) on the form of EXHIBIT D the estoppel certificates attached as Exhibit 4.6. An estoppel shall not count as a Required Estoppel if it discloses (i) an uncured default; (ii) a material discrepancy with the applicable Lease or in rent roll; or (iii) any changes (other than de minimus changes) to the form required by a tenant's Lease, dated not earlier than ten forms attached hereto as Exhibit 4.6. Purchaser shall have two (102) business days from receipt of any Required Estoppel to disapprove of such Required Estoppel; it being understood that if Purchaser does not timely disapprove of any Required Estoppel within such two (2) business day period, then Purchaser shall be deemed to have approved such Required Estoppel. If Purchaser does not receive and reasonably approve the Required Estoppels on or before the Closing Date, Seller may extend the Closing Date up to fourteen (14) days to allow Seller to obtain the Required Estoppels. If Purchaser does not receive the Required Estoppels on or before the expiration of such fourteen (14) day period, if applicable, Purchaser may either (i) terminate this Agreement in writing delivered to Seller on or before the Closing Date, 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 4.6 prior to the Closing Date, Purchaser shall be delivered deemed for all purposes to Purchaser be satisfied with the responses to Seller’s requests for tenant estoppel certificates and the form and substance of each tenant estoppel certificate and shall have no later than five (5) business days before Closing from tenants under further right to terminate this Agreement based on the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor response or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate lack thereof with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an tenant estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatecertificates.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)
Tenant Estoppel Certificates. Prior to the Closing Date, Seller shall furnish to Purchaser, an estoppel certificate (adated not more than fifteen (15) days prior to Closing) completed by each Tenant on the form attached hereto and incorporated herein as Exhibit C (the “Tenant Estoppels”), or such other form as may be expressly required under the terms of any Tenant’s Lease. Seller agrees shall use its best efforts to obtain and deliver the Tenant Estoppels. Tenant Estoppels shall only be acceptable and delivered in satisfaction of this Section 10.3 if there has been no material deviation, in Purchaser’s sole judgment, from the applicable form required hereunder and after receipt of the Assumption Approval as information set forth in Section 9.1 and each such Tenant Estoppel is consistent with the information provided this Agreement is to Purchaser in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants connection with Purchaser’s inspection of the Property a request for an estoppel certificate in Property. Sellers shall have no obligation to solicit any such Tenant Estoppels until after the form expiration of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing LenderInspection Period. The parties agree that, subject to Notwithstanding the provisions of subparagraph (b) belowforegoing, it shall be a condition to Purchaser's obligation to close under Closing that (i) Seller obtain Tenant Estoppels which satisfy the provisions of this Agreement that an estoppel certificate either substantially Section 10.3 from Tenants which in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten aggregate occupy at least ninety percent (1090%) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of all Improvements constituting the PropertyProperty excluding rentable area in Building 4 leased to Eagle, including all tenants occupying at least and (ii) Seller deliver to Purchaser an estoppel certificate executed by Seller (the “Seller Estoppels”) with respect to each Lease for which an acceptable Tenant Estoppel is not received, which Seller Estoppels shall be in form and substance similar to the form of Tenant Estoppel attached hereto as Exhibit C. Seller shall continue to use reasonable efforts after Closing to deliver any missing Tenant Estoppel for which Seller delivered a full floor Seller Estoppel hereunder. In the event Seller fails to deliver one or more of space (a "TENANT ESTOPPEL")Tenant Estoppels, Purchaser shall have the right to extend the Closing in accordance with this Section 10.3 in order to permit Seller agrees to use good faith efforts to obtain and deliver such Tenant Estoppels, provided howeverbut in no event beyond December 15, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate2003.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Keystone Property Trust)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it It shall be a condition precedent to Purchaser's Buyer’s obligation to close under this Agreement acquire the Property hereunder that the Buyer receives an estoppel certificate either (the “Tenant Estoppel Certificate”) from REMEC, Inc., a California corporation, and REMEC Microwave, Inc., a California corporation (collectively, “REMEC”), for each of the “Leases” (as hereinafter defined). For the purposes of this Agreement, “Leases” means, collectively, (a) that certain Lease Agreement dated as of April 14, 2003 by and between Seller and REMEC with respect to 0000 Xxxxxx Xxxxx, (b) that certain Lease Agreement dated as of April 14, 2003 by and between Seller and REMEC with respect to 0000 Xxxxxx Xxxxx, (c) that certain Lease Agreement dated as of April 14, 2003 by and between Seller and REMEC with respect to 0000 Xxxxxx Xxxxx, and (c) that certain Lease Agreement dated as of April 14, 2003 by and between Seller and REMEC with respect to 0000 Xxxxxxxxxx Xxxxx. The Tenant Estoppel Certificate shall be substantially in the applicable form of EXHIBIT D attached as Exhibit ”C”, or in the form required prescribed in the Leases. Seller’s sole obligation hereunder shall be to utilize commercially reasonable efforts to obtain the Tenant Estoppel Certificates from REMEC (and, as used in this Agreement, commercially reasonable efforts shall not include any obligation to institute legal proceedings or to expend any monies). If on or before the Closing Date such condition is not satisfied (or waived by Buyer), then this Agreement shall terminate (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a tenant's Leasetermination of this Agreement). Without limitation on the foregoing, dated if the Tenant Estoppel Certificate discloses material adverse matters which are not earlier than ten (10) business days prior to consistent with the Leases and are not cured or satisfied by Seller on or before the Closing Date, be delivered then Buyer shall have the right to Purchaser no later than five terminate this Agreement on or before the Closing Date (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoingand, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% Buyer so terminates this Agreement, then no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatethis Agreement).
Appears in 1 contract
Tenant Estoppel Certificates. No later than three (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (103) business days prior to the Closing Date, be delivered to Purchaser no later shall have received estoppel certificates (the "Tenant Estoppel Certificates"), dated not more than forty-five (545) business days before prior to the Closing Date, from tenants all Tenants under the Leases occupying, of portions of the Condominium Units included in the aggregateClosing. The Tenant Estoppel Certificates shall be substantially in the form of Exhibit J hereto or alternatively upon the form of Estoppel Certificate required to be provided by Tenants in accordance with the terms of such Tenant's Lease; provided, not however, if any Tenant Estoppel Certificate received from a Tenant alleges, or contains any changed or inserted or deleted language which constitutes or could be reasonably construed as an allegation of, (A) a material default by Seller under the applicable Tenant Lease, or (B) facts which, with the giving of notice or the passage of time or both, would constitute a material default by Seller under the applicable Tenant Lease, or (C) facts which are materially different (and less than 75% of favorable to the rentable area of landlord) from the Propertyapplicable information set forth in (i) any representation and warranty made by Seller in Paragraph 12.1 below or (ii) the Tenant Estoppel Certificate delivered to such Tenant for execution, including all tenants occupying at least a full floor then Purchaser shall have the option to either approve the modified Tenant Estoppel Certificate and proceed with the Closing or more of space (a "TENANT ESTOPPEL"), terminate this Agreement in accordance with Paragraph 6.6 below. Seller agrees shall deliver the proposed Tenant Estoppel Certificates to Purchaser for Purchaser's review and approval prior to distributing the same to the Tenants for execution and Seller shall use good faith Seller's best efforts to obtain such the executed Tenant EstoppelsEstoppel Certificates from Tenants; provided, provided however, Seller shall not be obligated to pay tenants in order initiate suit or other proceedings, waive any rights or grant any concessions to do soa Tenant or expend any out-of-pocket sums to obtain Tenant Estoppel Certificates. Notwithstanding the foregoing, if at Closing if, despite Seller's best efforts, Seller delivers such is unable to obtain executed Tenant Estoppels Estoppel Certificates as provided above Purchaser will consider, on a case by case basis accepting from tenants occupying at least 60% Seller estoppel certificates certifying to Purchaser the same information in the respective unreturned Tenant Estoppel Certificates for up to twenty percent (20%) of the rentable area of Tenants. After the PropertyClosing, Seller may execute replace and deliver to Purchaser, at Closing, its own certificate substitute any Seller executed Tenant Estoppel Certificate with respect to tenants occupying up to an additional 15% a Tenant Estoppel Certificate which has been executed by any of the rentable area of Tenants, in which event Seller shall have no further liability under the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an furnished estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatecertificates.
Appears in 1 contract
Samples: Purchase and Sale Contract (Urstadt Biddle Properties Inc)
Tenant Estoppel Certificates. Receipt of estoppel certificates (a"Tenant Estoppel Certificates") Seller agrees dated not earlier than June 1, 1999 from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5i) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property with premises containing five thousand five hundred square feet (5,500 sq. ft.) or more gross leasable area (excluding Liz Claiborne and including Saks), which tenants are listed on Exhibit "C-1" attached hereto and made a request for an part hereof, and (ii) from a sufficient number of the balance of the tenants at the Property so that estoppel certificate certificates shall be received under clauses (i) (excluding Saks) and (ii) with respect to not less than seventy five percent (75%) of the gross leased area, in the form aggregate (excluding Saks and Bloomingdales), covered by Tenant Leases in effect as of EXHIBIT D attached heretothe date hereof, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be is a condition precedent to PurchaserBuyer's obligation to close under this Agreement that an purchase the Property hereunder. The form of estoppel certificate either to be received from each tenant shall be substantially in the form of EXHIBIT D or in the form required by Exhibit "C-2" attached hereto and made a tenant's Leasepart hereof; provided, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own that so long as an estoppel certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, meets the "SELLER'S ESTOPPEL CERTIFICATEMinimum Estoppel Standards", then (1) and if the statements applicable Tenant Lease prescribes the required form (or content) of Seller contained therein such estoppel certificate, then such required form (or content) shall survive the Closing until the earlier of be deemed acceptable, or (2) if (a) one hundred and eighty (180) days after Closingthe tenant under the applicable Tenant Lease is a national tenant, or (b) the date Purchaser obtains an tenant estoppel certificate from received with respect to a Tenant Lease is not in the form of Exhibit "C-2" but confirms the material economic terms of such Tenant Lease, then (c) such tenant for whom Seller delivered a estoppel certificate shall be deemed acceptable. Seller's Estoppel Certificate.sole obligation hereunder shall be to utilize reasonable efforts to obtain such estoppel certificates (such reasonable efforts obligation not including any obligation to institute legal proceedings or to expend any monies therefor, other than for minor administrative charges, whether imposed by tenants or incurred by Seller). Buyer shall have the option to waive the condition precedent set forth herein by notice to Seller (whereupon such condition will be deemed satisfied). In the event that on or before the Closing Date such condition is not satisfied (or waived as aforesaid), the obligations of Seller to sell, and Buyer to purchase, this Agreement shall terminate (except for those provisions hereof which survive termination) and the Escrow Deposit shall be returned to Buyer. Notwithstanding the foregoing to the contrary, in the event that the condition set forth in this Paragraph 4C is satisfied
Appears in 1 contract
Tenant Estoppel Certificates. Seller shall endeavor (abut ---------------------------- without obligation to incur any cost or expense) Seller agrees from to obtain and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph Purchaser two (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (102) business days prior to the Closing DateDue Diligence Termination Date the Tenant Estoppel Certificates substantially in the forms attached hereto as Exhibits N-1 through N-7 duly executed by each of the Tenants named therein, be delivered each of which Tenant Estoppel Certificates establish that the applicable Tenant is not in bankruptcy, that neither Tenant nor the landlord is in default under such Tenant's Lease, that no offsets or other claims or counterclaims exist under such Lease (other than any amounts that Seller shall credit Purchaser at Closing), and that confirms the terms of such Tenant's Lease and that such Lease is in full force and effect and, in the case of the Tenant Estoppel Certificates for TCI Great Lakes, Inc. and Zurich American, that such Tenants have waived their respective purchase rights of the Property with respect to the transaction contemplated herein. The inability of Seller to obtain and deliver any or all of the Tenant Estoppel Certificates (Seller having endeavored to obtain the same but without obligation to incur any cost or expense) shall not constitute a default by Seller hereunder. Seller acknowledges that if Seller is unable to deliver to Purchaser no later than five Tenant Estoppel Certificate from the Required Tenants on or before the date that is two (52) business days prior to the Due Diligence Termination Date, Purchaser may exercise its right to terminate this Agreement by giving notice of its election not to proceed to Closing on or before the Due Diligence Termination Date or by failing to give notice of its election to proceed to Closing from tenants under on or before the Leases occupyingDue Diligence Termination Date, in provided that if Purchaser does not exercise its right to terminate by the aggregate, not less than 75% Due Diligence Termination Date (whether by notice of the rentable area of the Property, including all tenants occupying at least a full floor termination or more of space (a "TENANT ESTOPPEL"failure to give notice to proceed to Closing), Seller agrees then Purchaser shall be deemed to use good faith efforts have waived its right to obtain such Tenant Estoppels, provided however, Seller shall not be obligated terminate this Agreement pursuant to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatethis Section 2.14.
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Wells Real Estate Investment Trust Inc)
Tenant Estoppel Certificates. The Seller shall use its best efforts to obtain a Tenant Estoppel Certificate from each Tenant (aother than the Purchaser and GSA). If , notwithstanding Seller's best efforts, Seller is unable to obtain a Tenant Estoppel Certificate from each Tenant (other than the Purchaser and GSA), then Seller shall provide a Landlord Estoppel Certificate to Purchaser and Seller shall indemnify Purchaser with respect to such Landlord Estoppel Certificates in accordance with the provisions of SECTION 16.1(a). Each Tenant Estoppel Certificate shall be addressed to the Purchaser, shall be dated not more than thirty (30) days before the Closing Date, and shall conform in all material respects to the Seller's representation and warranty in SECTION 6.3(A) with respect to such Tenant and if any such Tenant Estoppel Certificate fails to so conform to the Seller's representation and warranty in SECTION 6.3(A), then Seller agrees from and after receipt shall use its best efforts to cure the cause of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree thatdiscrepancy, subject to the provisions Pre-Closing Failure Cap. No Tenant Estoppel Certificate for any Tenant shall disclose the existence of subparagraph (b) belowany material amendment, it modification or other document affecting the Tenant's Lease that was not identified in the Lease Schedule or otherwise disclosed to the Purchaser in writing on or before the Effective Date. For this purpose, an amendment, modification or other document affecting a Tenant's Lease shall be deemed to be material if it (i) reduces the Tenant's rent, grants rent or other concessions or obliges the landlord to pay money or make improvements, (ii) shortens or extends the term of the Lease, (iii) gives the Tenant a condition right to Purchaserterminate or extend the Lease, or (iv) limits the landlord's obligation rights to close under this Agreement that an estoppel certificate either substantially occupy or lease other space in the form of EXHIBIT D or Real Property. The Purchaser shall have received from GSA a Lease Status Report for the GSA Lease described in the form required by a tenant's LeaseLease Schedule. The Lease Status Report shall be addressed to the Purchaser, shall be dated not earlier more than ten forty-five (1045) business days prior to before the Closing Date, be delivered to Purchaser no later than five (5and shall confirm the Seller's representations and warranties in SECTION 6.3(a) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's GSA Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 1 contract
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Midlantic Office Trust, Inc.)
Tenant Estoppel Certificates. Receipt of estoppel certificates (a“Tenant Estoppel Certificates”) Seller agrees from and after receipt of all the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property occupying not less than ninety percent (90%) of the total net rentable square footage of the Property covered by Leases in effect as of the Closing Date, shall be a request for an condition precedent to Buyer’s obligation to acquire the Property hereunder. Each Tenant Estoppel Certificate shall be substantially in the applicable form provided in Exhibit “D”; provided, however, that with respect to any tenant of the Property which is the State of California or a division thereof, any such Tenant Estoppel Certificate shall be in the then current form of estoppel certificate customarily provided by the State of California or such division thereof and not in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing LenderExhibit “D”. The parties agree that, subject Seller shall deliver to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier Buyer fully executed original Estoppel Certificates no later than ten (10) business calendar days prior to the Closing DateDate (as hereinafter defined) (the "Tenant Estoppel Certificate Deadline”), which Estoppel Certificates shall be delivered re-certified by Seller prior to Purchaser no later than the Closing Date in order to conform with the requirements of Buyer’s lender. Buyer shall have until five (5) business calendar days prior to the Closing Date (the “Estoppel Objection Period”) to examine the Tenant Estoppel Certificates and to notify Seller in writing specifying Buyer’s objections (the “Buyer’s Estoppel Notice”); provided that if Buyer fails to give Seller the Buyer’s Estoppel Notice before Closing from tenants under the Leases occupyingexpiration of the Estoppel Objection Period, the Buyer shall be deemed to have accepted the Estoppel Certificates and to have waived any matters reflected thereon. If Buyer has timely delivered to Seller the Buyer’s Estoppel Notice, then Seller shall prior to the expiration of the Estoppel Objection Period deliver to Buyer written notice specifying the items set forth in the Buyer’s Notice which Seller, in its sole discretion, shall elect to cure (the aggregate, not less than 75% of "Seller’s Estoppel Notice”). In connection with any items set forth in the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL")Seller’s Estoppel Notice, Seller agrees to use its reasonable good faith efforts to obtain cause such Tenant Estoppelsdefects set forth in the Seller’s Estoppel Notice to be cured by the Closing Date. If, provided howeverfor any reason, on or before the Closing Date, Seller shall does not cause: (i) any matters which are set forth in the Seller’s Estoppel Notice to be obligated removed at no cost or expense to pay tenants Buyer; or (ii) any new material adverse matters reflected in order any re-certified Estoppel Certificate as objected to do so. Notwithstanding in writing by Buyer within two (2) days from receipt of any such re-certified Estoppel Certificate to be cured at no cost or expense to Buyer, the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% obligation of the rentable area of the Property, Seller may execute and deliver Buyer to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of buy the Property as herein provided shall terminate (substantially and no party hereto shall have any further obligations in the form connection herewith except under those provisions that expressly survive a termination of EXHIBIT D or in the form required by a tenant's Leasethis Agreement), appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein Escrow Deposit (together with all interest earned thereon) shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatebe immediately returned to Buyer.
Appears in 1 contract
Samples: Purchase Agreement (Hines Real Estate Investment Trust Inc)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith commercially reasonable efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect on or before the date which is five (5) days prior to tenants occupying up to an additional 15% the expiration of the rentable area of Inspection Period, the Property (substantially written Major Tenant Estoppel Certificate in the form of attached hereto as EXHIBIT D or “H-1” executed by the Major Tenant and written Tenant Estoppel Certificates in the form required attached hereto as EXHIBIT “H-2” executed by a tenant's Leaseeach tenant under the Leases other than the Major Tenant. The delivery of the executed Major Tenant Estoppel Certificate in the form attached hereto as EXHIBIT “H-1” from the Major Tenant on or before the date which is five (5) days prior to the expiration of the Inspection Period, appropriately modified shall be an express condition precedent to reflect Purchaser’s obligation to Close the purchase and sale transaction under this Agreement. In the event that they are certificates Seller is unable to obtain and deliver to Purchaser the written Major Tenant Estoppel Certificate on or before the date which is five (5) days prior to the expiration of the Inspection Period, the Closing Date shall be extended by the number of days that delivery of the Major Tenant Estoppel Certificate is delayed; provided, however, in the event that that Seller and made is unable to deliver the Major Tenant Estoppel Certificate prior to the expiration of the Inspection Period, Purchaser may elect by written notice to Seller's knowledge; hereinafter, prior to the "SELLER'S ESTOPPEL CERTIFICATE"expiration of the Inspection Period, to (i) terminate this Agreement pursuant to Section 3.6 hereof, or (ii) extend the Inspection Period for the sole purpose of Seller’s delivery of the Major Tenant Estoppel Certificate and the statements of Seller contained therein such extended Inspection Period shall survive the Closing be extended until the earlier of date which is five (a) one hundred and eighty (1805) days after Closing, or (b) Seller’s delivery of the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Major Tenant Estoppel Certificate. Subject to the condition that Seller deliver the Major Tenant Estoppel, delivery of executed Tenant Estoppel Certificates from the other tenants (other than the Major Tenant) shall be a condition of Closing only to the extent set forth in Section 6.1(c) hereof; and in no event shall the inability or failure of Seller to obtain and deliver said Tenant Estoppel Certificates (Seller having used commercially reasonable efforts as set forth above) be a default of Seller hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Mid-Horizon Value-Added Fund I LLC)
Tenant Estoppel Certificates. It is a condition precedent to Purchaser’s obligations to proceed to Closing that Seller shall have delivered to Purchaser, no later than three (a3) Seller agrees from and after receipt of days before the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effectClosing Date (the “Estoppel Deadline”), within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an tenant estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form attached hereto as Exhibit I from tenant under the Lease (the “Tenant Estoppel Certificate”). The Tenant Estoppel Certificate shall (a) be substantially in form and substance of EXHIBIT D that which was delivered by Seller to the tenant, or in the form permitted to be provided by the tenant, in each case pursuant to the terms of this Agreement, and (b) not contain any descriptions of terms and conditions that are inconsistent in any material respect with the actual terms and conditions of the Lease delivered to Purchaser; provided, however, that a Tenant Estoppel Certificate shall not fail to qualify as an acceptable Tenant Estoppel Certificate if the tenant (1) inserts “to tenant’s knowledge” or “in all material respects” or other similar knowledge or materiality qualification to any of the statements contained in its Tenant Estoppel Certificate; (2) delivers an estoppel letter that does not contain any more information than that which the tenant is required to give under its Lease; or (3) inserts “approximately” or other similar qualification to the amount of square feet leased by the tenant. In no event will Seller be in default under this Agreement or have any liability to Purchaser if Seller is unable to obtain the Tenant Estoppel Certificate. For purposes hereof, delivery of a tenant's LeaseTenant Estoppel Certificate from a Tenant that shows defaults by the lessor or the lessee, dated other obligations of the lessor or the lessee that are materially inconsistent with the Rent Roll obtained separately by Purchaser or other adverse matters (in any case, an “Adverse Matter”) shall not earlier than be deemed a satisfactory delivery of a Tenant Estoppel Certificate with respect to such Tenant. If Seller is unable to obtain the Tenant Estoppel Certificate on or before the Estoppel Deadline, then (i) Seller and Purchaser shall each have a one-time right to extend the Estoppel Deadline and the Closing Date by up to ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space ; and (a "TENANT ESTOPPEL"), ii) if Seller agrees to use good faith efforts is unable to obtain such the Tenant EstoppelsEstoppel Certificate on or before Estoppel Deadline, provided howeveras extended pursuant to (i) above, Purchaser, as its sole and exclusive remedy, may either: (A) terminate this Agreement by written notice to Seller whereupon the Xxxxxxx Money shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver returned to Purchaser, at Closingand the parties will have no further rights or obligations under this Agreement, its own certificate with respect to tenants occupying up to an additional 15% except for those rights or obligations that expressly survive termination; or (B) waive the requirement of the rentable area Tenant Estoppel Certificate and proceed to Closing without receiving any credit against or reduction of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel CertificateSales Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Rodin Global Property Trust, Inc.)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Midlantic Office Trust, Inc.)
Tenant Estoppel Certificates. (a) It is a condition precedent to Purchaser’s obligation to proceed to close hereunder that, not later than three Business Days before the Closing Date, Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 shall have received and provided this Agreement is to Purchaser tenant estoppels certificates executed by tenants satisfying the Required Estoppel Percentage, dated not more than 30 days prior to the originally scheduled Closing Date, in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate material respects in the form of EXHIBIT D attached heretoExhibit G (or, if a tenant’s Lease specifies or contemplates another form of tenant estoppel certificate, then such other specified or contemplated form) and which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially do not in the form of EXHIBIT D or in aggregate disclose any matter that would have a material adverse impact on the form required by a tenant's Lease, dated not earlier than ten (10) business days Property from and after Closing which Purchaser had no knowledge prior to the expiration of the Inspection Period and, if the matter can be cured with the payment of money, for which Seller is unwilling or unable to give Purchaser a credit in cash at Closing Date, be delivered in an amount reasonably acceptable to Purchaser no later than five (5) business days before Closing each, a “Tenant Estoppel”). Seller shall include in the estoppel certificate distributed to tenants the last sentence in Section 5 of Exhibit G and Section 13 of Exhibit G, but the deletion of either such provision shall not be a basis for Purchaser’s rejection of such estoppel certificate. As used herein, “Required Estoppel Percentage” means a Tenant Estoppel from tenants under (including the Leases occupying, in the aggregate, Major Tenants) occupying not less than 75% [***] of the rentable area of square feet in the PropertyImprovements leased to and occupied by tenants. As used herein, including all “Major Tenants” means [***], [***], [***] and any other tenants occupying leasing at least a full floor or more of space (a "TENANT ESTOPPEL"), [***] rentable square feet in the Improvements. Seller agrees to use good faith commercially reasonable efforts to obtain such a Tenant EstoppelsEstoppel from each tenant to which space in the Improvements is leased, provided however, but Seller shall not be obligated to pay tenants expend any funds in order connection with obtaining any such Tenant Estoppels, and the failure of Seller to do so. Notwithstanding the foregoing, if at Closing Seller delivers obtain any such Tenant Estoppels from shall not be a breach or default hereunder. Seller shall provide copies of all proposed tenant estoppel certificates to Purchaser, for Purchaser's review and reasonable approval pursuant to this Section 6.5, prior to delivery of any such proposed tenant estoppel certificate to any tenants occupying at least 60% of the rentable area of the Property, and Purchaser shall provide its consent or any objections to the proposed tenant estoppel certificate within [***] after Purchaser’s receipt thereof, failing which such completed tenant estoppel certificates shall be deemed in an approved form. Seller may execute and shall deliver to PurchaserPurchaser any and all tenant estoppel certificates received from tenants (including, at Closingwithout limitation, its own tenant marked drafts), whether or not such tenant estoppel certificates meet the requirements of this Section 6.5 and whether or not Seller intends to seek a revised or updated tenant estoppel certificate with respect to tenants occupying up to an additional 15% for such tenant. Upon delivery of any Tenant Estoppel, Seller shall be released from liability under Seller’s representations and warranties (including, without limitation, any updates of the rentable area same) related to the Lease addressed in such Tenant Estoppel to the extent that the information contained in such Tenant Estoppel confirms the accuracy of such representations and warranties. Notwithstanding anything herein to the Property contrary, if Seller is unable to provide Purchaser with Tenant Estoppels for the Required Estoppel Percentage of Tenant Estoppels in compliance with the provisions of this Section 6.5, either Purchaser or Seller shall be entitled (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified but shall not be obligated) to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive adjourn the Closing until for a period not to exceed [***]. If either Purchaser or Seller does not elect to adjourn the earlier of (a) one hundred and eighty (180) days after Closing, or if either does so elect but Seller is nevertheless unable to provide Purchaser with Tenant Estoppels for the Required Estoppel Percentage of Tenant Estoppels in compliance with the provisions of this Section 6.5, then Purchaser’s sole remedies and recourses shall be limited to either (bA) waiving the date requirement for the tenant estoppel certificate(s) in question and proceeding to Closing without reduction of the Purchase Price or (B) terminating this Agreement by immediate notification to Seller and Escrow Agent, in which event the Xxxxxxx Money shall be immediately returned to Purchaser obtains and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. Purchaser may not object to any Tenant Estoppels unless the tenants disclose facts or circumstances that would have, in the aggregate, any material adverse impact on the Property from and after Closing which Purchaser had no knowledge prior to the expiration of the Inspection Period and, if the matter can be cured with the payment of money, for which Seller is unwilling or unable to give Purchaser a credit in cash at Closing in an estoppel certificate from a tenant for whom Seller delivered a Seller's amount reasonably acceptable to Purchaser. If Purchaser does not object to an executed Tenant Estoppel Certificatewithin [***] after its receipt thereof, then Purchaser will be deemed to have approved such Tenant Estoppel.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Piedmont Office Realty Trust, Inc.)
Tenant Estoppel Certificates. The Seller Parties shall have delivered current (adated no earlier than the date of this Agreement) Seller agrees estoppel certificates from and after receipt tenants leasing sixty (60) percent of the Assumption Approval aggregate leased square footage of the Partnership Properties (other than the U.K. Properties). In order to qualify as set forth an estoppel certificate meeting the requirements of the foregoing condition, each estoppel certificate must (A) be in Section 9.1 a form that is either (i) substantially in the form attached hereto as Exhibit F; (ii) substantially similar to that provided for under the applicable lease; or (iii) in the case of a so-called “national tenant”, in the form customarily used by such national tenant and provided this Agreement (B) must not (i) allege the existence of any default by the applicable Partnership Subsidiary landlord, (ii) allege any unperformed obligation by the applicable Partnership Subsidiary landlord, or (iii) disclose the existence of any delinquent fixed rent, additional rent or other material charges payable by the relevant tenant, or other material default by the relevant tenants, not disclosed on Schedule 2.9(d)-B of the Seller Parties Disclosure Letter. The Seller Parties shall forward copies of the executed estoppels to Buyer as and when received (including any received after the minimum threshold has been met), provided, however, that the Seller Parties shall use commercially reasonable efforts to have obtained and delivered all of the requisite executed estoppel certificates for Buyer’s review no later than seven (7) Business Days prior to the Closing Date. Any estoppels meeting the requirements of the foregoing clause (B) shall be deemed approved by Buyer upon receipt. To the extent any estoppel is in full force and effectreceived by Buyer which does not meet the requirements of clause (B), unless Buyer gives notice to the Seller Parties objecting to an executed estoppel certificate within five (5) business days Business Days after being requested by Purchaser receipt of such estoppel certificate, Buyer shall be deemed to do so, to deliver have approved such estoppel certificate (and the closing on the Partnership Interest Purchase shall be subject to all tenants of the Property a request for an matters set forth in such estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"certificate), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Liberty Property Limited Partnership)
Tenant Estoppel Certificates. The Seller Parties shall have delivered estoppel certificates from tenants leasing sixty-five percent (a65%) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants aggregate leased square footage of the Property a request Properties dated no earlier than sixty (60) days prior to Xxxxx 00, 0000 (xxx, for the avoidance of doubt, such date shall not be extended in the event of any extension of the Closing Date pursuant to the terms of this Agreement). In order to qualify as an estoppel certificate in meeting the form requirements of EXHIBIT D attached heretothe foregoing condition, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an each estoppel certificate either (A) must be in a form that is substantially in the form attached hereto as Exhibit C, or if Seller Parties, after delivering the applicable tenant such form, do not obtain same (without any obligation to use efforts to obtain an estoppel on such form other than the initial delivery thereof), then in the form, if any, substantially similar to that provided for under the applicable Space Lease, (B) be duly executed by (i) each tenant party to such Space Lease and (ii) to the extent it is required to execute such estoppel pursuant to the terms of EXHIBIT D the applicable Space Lease, any guarantor providing credit support with respect to such Space Lease, and (C) must not (i) allege the existence of any default by the applicable Partnership Subsidiary landlord or any unperformed obligation by the applicable Partnership Subsidiary landlord, in each case which have not been disclosed to Buyer prior to the date of this Agreement or (ii) contain any material deviation from or objection to either the tenant-specific information populated in such estoppel certificate or the representations and warranties of Seller Parties contained in Section 2.9(d) hereof. To the extent that the foregoing condition in this Section 6.2(d) is not satisfied as of Closing Date, Seller Parties shall have the right, but not the obligation, to deliver on the Closing Date seller estoppel certificates for one or more Space Leases as necessary in order to satisfy such condition (each, a “Seller Estoppel”, and collectively, the “Seller Estoppels”), provided, however, that Seller Parties shall not have a right to deliver a Seller Estoppel for more than ten percent (10%) of the leased square footage of the Properties in the aggregate. Each Seller Estoppel shall be in the form required attached hereto as Exhibit C (conformed to be executed by a tenant's Leasesuch Seller Parties, dated not earlier rather than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under subject tenant and certifying that the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate information set forth therein with respect to tenants occupying up the applicable Space Lease for such tenant is true and correct in all material respects). Upon receipt by Buyer of an estoppel meeting the foregoing requirements from any such tenant as to an additional 15% which a Seller Estoppel is provided, Seller Parties shall have no further liability with respect to the applicable Seller Estoppel. The addition of knowledge qualification(s) to a tenant estoppel certificate, except to the extent such knowledge qualifications are applied to statements setting forth the amount of rent or security deposits or identification of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's lease documents comprising any Space Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an not cause such tenant estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateto fail to be an acceptable estoppel hereunder.
Appears in 1 contract
Samples: Interest Purchase Agreement (Blackstone Real Estate Income Trust, Inc.)
Tenant Estoppel Certificates. Seller shall have obtained and delivered to Buyer by Closing Tenant Estoppel Certificates (aas defined below) from American Management Systems, Inc. ("AMS") and from other tenants occupying not less than seventy-five percent (75%) of the remaining rentable area of the Premises not occupied by AMS. Seller may satisfy this condition by executing and delivering to Buyer at Closing Tenant Estoppel Certificates ("Seller Estoppels") with respect to any one or more Existing Leases for which no Tenant Estoppel Certificate was obtained; provided, Seller may not satisfy this condition by delivering a Seller Estoppel for AMS, Fujitsu or Liberty Mutual. Each Seller Estoppel shall cease to be effective, and Seller's obligations thereunder will terminate, upon the earlier of receipt from the applicable tenant of a Tenant Estoppel Certificate consistent with the requirements of this Paragraph or twelve (12) months after Closing. Seller agrees from and after receipt of to use its reasonable efforts to cause tenants under the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, Existing Leases to deliver to all tenants Buyer at Closing a written statement ("Tenant Estoppel Certificate") in substantially the form of the Property a request for an tenant estoppel certificate set forth on Exhibit H to this Agreement or in the form which any tenant is required to give under its lease. Buyer agrees not to object to any non-material qualifications or modifications, including any "knowledge" qualification as to defaults which a tenant may make to the form of EXHIBIT D attached heretoTenant Estoppel Certificate. If any tenant has a claim which would entitle it to set-off the amount of the claim against rent due under such tenant's lease and the amount of such claim is ascertainable, which form may be revised if so requested by Seller shall have the Existing Lender. The parties agree thatright, at its sole option, to give Buyer a credit against the cash portion of the Purchase Price payable at Closing in the amount of the claim and, in such event, Buyer shall, subject to the provisions of subparagraph (b) belowthis Agreement, it shall be a condition complete Closing subject to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateclaim.
Appears in 1 contract
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject Subject to the provisions of subparagraph sub-paragraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's LeaseBuyer will have received, dated not earlier less than ten one (101) business days day prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing Tenant Estoppel Certificates from tenants under of the Leases Property occupying, in the aggregate, not less than 75% ninety percent (90%) of the rentable gross leasable area of the Property, including all Improvements occupied by tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such and which will include Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels Estoppel Certificates from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate (i) with respect to tenants occupying up the Mall 205 Tenant Leases, Home Depot, 24-Hour Fitness, Famous Footwear and Bed, Bath and Beyond; and (ii) with respect to the Plaza 000 Xxxxxx Xxxxxx, XxxxxxXxx, Xxxxx'x, Xxxxxx Xxxxxx Postal Service, XxXxx Fabrics, Dollar Tree, Old Country Buffet, Providence Health Care and Oregon State Police [each, an additional 15% of "ANCHOR TENANT"]). Notwithstanding anything to the rentable area of contrary herein, if, on or before the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafterClosing Date, the "SELLER'S ESTOPPEL CERTIFICATE"condition set forth in this Paragraph 10B(3) and the statements of Seller contained therein shall survive is not satisfied (or waived by Buyer), then the Closing Date will be extended on a day to day basis until such condition is in fact satisfied; provided, however, that if the earlier Closing Date is hereby extended for more than thirty (30) days, Buyer and Seller will have the right, by written notice delivered to the other, to terminate this Agreement, in which event this Agreement will terminate, the Escrow Deposit will be promptly returned to Buyer and no party hereto will have any further obligations in connection herewith except under those provisions that expressly survive a termination of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatethis Agreement.
Appears in 1 contract
Samples: Real Property Purchase Agreement (Inland Western Retail Real Estate Trust Inc)
Tenant Estoppel Certificates. Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser not more than thirty (a30) Seller agrees days prior to Closing and not later than ten (10) days prior to Closing (the “Tenant Estoppel Deadline”), a written estoppel certificate from each tenant on the approved form of such tenant, which Estoppel Certificate shall be certified to Purchaser and after receipt of its lender, and which Estoppel Certificate shall certify that the Assumption Approval as set forth in Section 9.1 and provided this Agreement Lease is in full force and effecteffect and has not been further amended, the amount of the current monthly rental payable, the date through which such rental has been paid, and that there is no default thereunder by landlord or tenant (an “Estoppel Certificate”). Purchaser shall have three (3) days from receipt of any Estoppel Certificate to approve of such Estoppel Certificate in Purchaser’s commercially reasonable discretion, it being understood that if Purchaser does not disapprove of any Estoppel Certificate in writing within such three (3) day period, then Purchaser shall be deemed to have approved such Estoppel Certificate. Purchaser acknowledges that tenant is only required to deliver an Estoppel Certificate on either tenant’s preferred form or pursuant to the applicable Lease. In the event that Seller is unable to deliver the Estoppel Certificates as required herein to Purchaser prior to or on the Tenant Estoppel Deadline, then Purchaser shall have the right to extend the Tenant Estoppel Deadline until it has received the Estoppel Certificates as required herein and, in such event, the Closing Date shall be extended to the later of: (i) the Closing Date set forth in Section 8(a); or (ii) the date which is five (5) business days after being requested by Purchaser to do so, following the date of Purchaser’s receipt of the Estoppel Certificate. In the event Seller is unable to deliver the Estoppel Certificates satisfying the requirements set forth above, such failure shall constitute a material default and Purchaser shall be entitled to all tenants exercise its right to terminate this Agreement and receive the return of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel CertificateEscrow Deposit.
Appears in 1 contract
Samples: Lease Agreement (Aei Income & Growth Fund Xxii LTD Partnership)
Tenant Estoppel Certificates. Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser fully completed estoppel certificates from eighty percent (a80%) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants Tenants of the Property (by square footage) occupying the Property as of the Closing, which eighty percent (80%) shall include all Tenants of the Property occupying more than 10,000 rentable square feet at the time of the Closing (including, without limitation, GSA) (each a request for an estoppel certificate "Major Tenant") in the form of EXHIBIT D attached hereto, which form may be revised if so requested by hereto as Exhibit "H" (herein referred to as the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPELTenant Estoppel Certificates"), Seller agrees to use good faith efforts to obtain such duly executed by the Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do sothereunder. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially GSA, which is a Major Tenant, Seller shall obtain a letter in the form of EXHIBIT D Exhibit "H-1" (herein referred to as the "GSA Certificate") in lieu of a Tenant Estoppel Certificate. Seller shall use all reasonable efforts to cause the executed Tenant Estoppel Certificates and GSA Certificate to be delivered to Purchaser prior to June 4, 2004. If Purchaser furnishes an alternate form of estoppel certificate to Seller on or before April 21, 2004 and Seller reasonably approves such alternate form (which Seller shall approve or disapprove within two (2) business days of receipt), then Seller will present such alternate certificate to the Tenants, but Purchaser's obligations as described in Section 6.(d) of this Agreement shall be conditioned upon the receipt of estoppel certificates from the Tenants in the form required by a tenantof either the attached Exhibit "H" or "H-1", as the case may be, or the form that Purchaser provides to Seller on or before April 21, 2004, or any combination thereof. The Tenant Estoppel Certificates and GSA Certificate shall be executed as of the date not more than sixty (60) days prior to Closing. Purchaser's Leaseobligations under this Agreement shall be conditioned upon Purchaser receiving an executed Estoppel Certificate (and, appropriately modified with respect to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafterGSA, the "SELLER'S ESTOPPEL CERTIFICATE"GSA Certificate) and from eighty percent (80%) (by square footage) of the statements of Seller contained therein shall survive Tenants (including the Closing until the earlier of (aMajor Tenants) one hundred and eighty (180prior to June 4, 2004, as such date may be extended pursuant to Paragraph 6(d) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateabove.
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Tenant Estoppel Certificates. Seller shall use commercially reasonable efforts to (a) prepare, or cause to be prepared, and deliver to Purchaser for review and approval, within three (3) Business Days following the date hereof, the estoppel certificates in substantially the form of Exhibit D attached hereto (each, a “Tenant Estoppel Certificate”, and collectively, the “Tenant Estoppel Certificates”), and (b) remit, or cause to be remitted, the Tenant Estoppel Certificates to the tenants identified on Exhibit C attached hereto and made a part hereof (collectively, the “Required Tenants”) for signature within two (2) Business Days following Purchaser’s written notice to Seller agrees that Purchaser has approved the Tenant Estoppel Certificates (which notice shall set forth any required corrections). If Purchaser fails to notify Seller of its approval of, or any changes to, the Tenant Estoppel Certificates it receives from and after Seller for approval within two (2) Business Days following Purchaser’s receipt of the Assumption Approval same, Seller may forward such Tenant Estoppel Certificates to the tenants without Purchaser’s prior approval. Subject to the further provisions of this Section 4.3, receipt of Tenant Estoppel Certificates substantially in the form prescribed above or as set forth provided below from the Required Tenants, (x) not disclosing the existence of any material uncured default under the leases referred to therein and (y) confirming the information contained in Section 9.1 and provided the Tenant Estoppel Certificate delivered to Purchaser for approval, shall be a condition precedent to Purchaser’s obligation to purchase the Property hereunder. Seller shall promptly, following receipt of the same, deliver copies of the completed Tenant Estoppel Certificates to Purchaser. Seller shall use commercially reasonable efforts (and, as used in this Agreement 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 executed Tenant Estoppel Certificates. Notwithstanding the foregoing, any Tenant Estoppel Certificate that is in full force and effectthe form, within five (5) business days after being requested by Purchaser to do soif any, to deliver to all tenants of prescribed in the Property a request for an estoppel certificate applicable lease or other operative document or that is in any form which does not materially vary from the representations made in the form of EXHIBIT Tenant Estoppel Certificate in Exhibit D attached hereto(as modified to make the statement contained therein factually correct) shall be deemed to be a satisfactory Tenant Estoppel Certificate for all purposes under this Agreement, which form may be revised if so requested provided that such Tenant Estoppel Certificate does not disclose any material uncured default under the leases referred to therein and, to the extent required by the Existing Lenderterms of such tenant’s lease, confirms the information contained in the Tenant Estoppel Certificate delivered to Purchaser for approval. The parties agree thatSeller agrees that upon its receipt of a form subordination, subject non-disturbance and attornment agreement (an “SNDA”) from Purchaser or its lender, Seller shall promptly send such SNDAs to the provisions of subparagraph tenants, and shall use commercially reasonable efforts (b) belowand, it as used in this Agreement, commercially reasonable efforts shall not be a condition deemed to Purchaser's include any obligation to close under this Agreement that an estoppel certificate either substantially in institute legal proceedings, deliver notices of default or to expend any monies) to obtain the form of EXHIBIT D or in SNDAs, signed by the form required by a tenant's Leasetenants, dated not earlier than ten (10) business days prior to the Closing Date; provided, be delivered to however, that Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% acknowledges and agrees that receipt of any or all of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller SNDAs shall not be obligated a condition precedent to pay tenants in order Purchaser’s obligation to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of purchase the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 1 contract
Samples: Contract of Sale (KBS Real Estate Investment Trust II, Inc.)
Tenant Estoppel Certificates. On or before the date which is two (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (102) business days prior to the Closing Date (the "Estoppel Delivery Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Buyer shall have received an Estoppel Certificate either substantially in the form of Exhibit "E-1" attached hereto or in the form a tenant is required to deliver under its Lease (each, a "Tenant Estoppel Certificate") from (i) tenants leasing no less than the Estoppel Certificate Percentage, and (ii) seven (7) tenants leasing at least 9,000 rentable square feet at the Property (collectively, the "Estoppel Delivery Requirement"). Notwithstanding anything in the foregoing to the contrary, Seller, at its option, may deliver to Buyer a representation letter substantially in the form of Exhibit "E-2" attached hereto (each, a "Seller agrees Estoppel Certificate") with respect to use good faith efforts one or more Leases in lieu of a Tenant Estoppel Certificate. If Seller delivers one or more Seller Estoppel Certificates, Seller's liability under each Seller Estoppel Certificate shall expire and be of no further force or effect on the earlier of: (A) six (6) months following the Closing Date, or (B) the date that Buyer receives a Tenant Estoppel Certificate from the applicable tenant to obtain the extent such Tenant EstoppelsEstoppel Certificate confirms the matters set forth in the applicable Seller Estoppel Certificate. In addition, provided howeverSeller's liability under any Seller Estoppel Certificate shall not be subject to the limitations of Section 16.4 below. Notwithstanding anything in this Agreement to the contrary, (x) Seller shall not be obligated to pay tenants in order attempt to do soobtain an Estoppel Certificate from the tenant Clearwire Legacy, LLC, and (b) the premises currently leased to Clearwire Legacy, LLC shall not be considered "leased rentable square footage" for purposes of determining the Estoppel Certificate Percentage. Notwithstanding The Tenant Estoppel Certificates and the foregoingSeller Estoppel Certificates are sometimes collectively referred to herein as the "Estoppel Certificates". In the event Seller is unable to obtain Estoppel Certificates sufficient to satisfy the Estoppel Delivery Requirement by the Estoppel Delivery Date, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller Buyer may execute and deliver elect to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made i) subject to Seller's knowledge; hereinafterright to extend the Estoppel Delivery Date below, terminate the "SELLER'S ESTOPPEL CERTIFICATE"Agreement pursuant to Section 4.4, or (ii) waive such condition and the statements of Seller contained therein shall survive proceed to the Closing without credit, deduction or offset. To the extent that an Estoppel Certificate is a Non-Complying Estoppel Certificate (defined below), Buyer shall have until the earlier of (a) one hundred the Closing Date, and eighty (180b) four (4) business days after Closingreceipt of each such Non-Complying Estoppel Certificate, to approve or disapprove the applicable Estoppel Certificate so received (and the failure to timely do so shall constitute approval thereof). If a Non-Complying Estoppel is approved pursuant to the immediately preceding sentence, then such Estoppel Certificate shall count towards the Estoppel Delivery Requirement; however, if a Non-Complying Estoppel is disapproved pursuant to the immediately preceding sentence, then such Estoppel Certificate shall not count towards the Estoppel Delivery Requirement. A "Non-Complying Estoppel Certificate" shall be an Estoppel Certificate that discloses (a) any default or event of default under such Lease, or (b) any other material adverse economic terms of the applicable Lease that were not disclosed to Buyer (whether in the applicable Lease, this Agreement or any other document delivered to Buyer) prior to the expiration of the Property Approval Period. Notwithstanding the foregoing, if Seller has not obtained sufficient Tenant Estoppel Certificates to satisfy the Estoppel Delivery Requirement by the Estoppel Delivery Date, Seller shall have the one-time right, by delivering written notice to Buyer prior to 5:00 p.m. Pacific time on the Estoppel Delivery Date, to extend the Estoppel Delivery Date until the earlier of (A) two (2) business days after the date Purchaser obtains an estoppel certificate from by which Seller satisfies the Estoppel Delivery Requirement or (B) thirty (30) days after the then current Estoppel Delivery Date. The Closing Date shall also be extended to be the date which is two (2) business days following the extended Estoppel Delivery Date; provided, however, if the Closing Date is so extended and sufficient Estoppel Certificates have not yet been obtained by the extended Closing Date, then Buyer shall elect to proceed under (i) or (ii) above. Seller shall not be required to deliver updates to any previously delivered Estoppel Certificates that are dated within thirty (30) days of the original Closing Date. Additionally, if after the Estoppel Delivery Date Buyer disapproves a tenant for whom Non-Complying Estoppel pursuant to this Section 4.3.2 which causes the Estoppel Delivery Requirement to fail, then Seller delivered a Seller's shall have the right, by delivering written notice to Buyer prior to Closing, to extend the Closing in order to obtain sufficient Estoppel CertificateCertificates to satisfy the Estoppel Delivery Requirement until the earlier of (A) two (2) business days after the date by which Seller satisfies the Estoppel Delivery Requirement or (B) thirty (30) days after the Estoppel Delivery Date.
Appears in 1 contract
Samples: Agreement of Purchase and Sale and Joint Escrow Instructions (American Assets Trust, L.P.)
Tenant Estoppel Certificates. Seller shall have delivered to Buyer, at or before Closing, a written statement from (ax) Seller agrees from and after receipt each tenant occupying not less than 20,000 rentable square feet of the Assumption Approval as set forth in Section 9.1 Premises (each, a “Major Tenant”) and provided this Agreement is in full force and effect, within five (5y) business days after being requested by Purchaser to do so, to deliver to all a sufficient number of other tenants of (the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b“Non-Major Tenants”) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, rentable square footage of the Premises which, when taken together with the rentable square footage occupied by the Major Tenants, is not less than 7585% (the “Estoppel Percentage”) of the total rentable area square footage of the PropertyPremises occupied by tenants under the Existing Leases, including all in each instance of (x) and (y) in substantially the form of, and as qualified by, the form of tenant estoppel certificate set forth on Exhibit “H” attached hereto and made a part hereof or in the form required to be provided by a tenant under its Existing Lease (“Tenant Estoppel Certificate”). In determining whether the foregoing requirement has been satisfied, Buyer agrees not to object to (i) any non-material (as determined in Buyer’s reasonable judgment) qualifications or modifications which a tenant may make to the form of Tenant Estoppel Certificate and (ii) any modification to a Tenant Estoppel Certificate to conform it to the form of tenant estoppel the tenant is required to give under its lease. If Seller does not obtain a Tenant Estoppel Certificate from a sufficient number of Non-Major Tenants to meet the Estoppel Percentage, Seller may, at its sole option, elect to: (i) adjourn the Closing for a period not to exceed ten (10) days to continue its efforts to obtain Tenant Estoppel Certificates and/or (ii) execute estoppel certificates, in the form of Exhibit “H” hereto, mutatis mutandis, with respect to any of the Existing Leases for which Tenant Estoppel Certificates were not obtained in order to satisfy the estoppel requirements of this subparagraph (a)(iv); provided, that Seller may provide such estoppel certificates with respect to no more than ten percent (10%) of the space leased in the Premises and only for tenants occupying that are not Major Tenants. If any tenant indicates in its Tenant Estoppel Certificate that it has a claim which would entitle it to set-off the amount of the claim against rent due under its lease and the amount of such claim is ascertainable, Seller shall have the right, at least its sole option, to give Buyer a full floor credit against the cash portion of the Purchase Price in the amount of the claim or more to deliver an indemnity, reasonably acceptable to Buyer, with respect thereto, in which event, Buyer shall complete Closing and take subject to such claim. Notwithstanding the foregoing provisions of space this subparagraph (a "TENANT ESTOPPEL"a)(iv), Seller agrees to use good faith efforts request a Tenant Estoppel Certificate from each of the tenants under the Existing Leases. Seller’s failure to obtain such a Tenant Estoppels, provided however, Seller Estoppel Certificate from each Major Tenant or to otherwise satisfy the Tenant Estoppel Percentage shall not constitute a default by Seller hereunder. In the event of such failure, Buyer’s sole remedy shall be obligated to pay tenants either (x) waive the estoppel requirement and proceed to Closing without any abatement in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% Purchase Price or (y) terminate this Agreement and receive a return of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel CertificateDeposit.
Appears in 1 contract
Samples: Agreement of Sale (Hines Real Estate Investment Trust Inc)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it It shall be a condition to Purchaser's Buyer’s obligation to close under the transactions hereunder that the Estoppel Certificate Requirement (as defined below) has been satisfied. For purposes of this Agreement, an “Estoppel Certificate” or “Estoppel Certificates” shall mean estoppel certificates dated within thirty (30) days of the originally scheduled Closing Date of this Agreement that an estoppel certificate either substantially (a) in the form of EXHIBIT D Exhibit B attached hereto, or if applicable, (b) in such form as is permitted under any particular tenant Lease. For purposes of this Agreement, the “Estoppel Certificate Requirement” shall mean receipt of Estoppel Certificates duly executed by each of (i) Common Grounds 999 Peachtree, LLC, (ii) Eversheds Xxxxxxxxxx (US) LLP, (iii) M. Xxxxxx Xxxxxxx Xx. & Associates, Inc., and (iv) Oxford Industries, Inc. (collectively, the “Required Tenants”) and from such other tenants who, together with the Required Tenants, lease at least seventy percent (70%) of the leased square footage of the Property. Seller shall prepare Estoppel Certificates in the form required of Exhibit B attached hereto and shall provide Buyer with three (3) Business Days to review the same. Seller shall review and incorporate any changes provided by a tenant's Lease, dated not earlier than ten Buyer during such three (103) business days prior Business Day period to the Closing Dateextent Seller reasonably deems appropriate; provided, however, that Buyer shall be delivered deemed to Purchaser no later than five have approved the draft Estoppel Certificates after expiration of such three (53) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Business Day period. Seller agrees to shall use good faith commercially reasonable efforts to obtain such executed Estoppel Certificates from each Tenant Estoppelsunder a Lease of more than 1,000 square feet, provided howeverbut in no event shall Seller be required to expend any material funds, make any concessions to tenants or place (or threaten to place) any tenant in default in connection therewith. Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and will deliver to Purchaser, at Closing, its own certificate Buyer copies of each executed Estoppel Certificate promptly following Seller’s receipt thereof. An Estoppel Certificate shall be deemed to satisfy the Estoppel Certificate Requirement as long as it does not contain any material inconsistency with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements representations of Seller contained herein or with the terms of the Lease, and shall be deemed satisfactory notwithstanding the respective tenant’s qualifying any statement or certification therein by a “best of knowledge” standard or similar provision. Seller shall survive have the one time right to extend the Closing until Date to November 2, 2021 to attempt to satisfy the earlier of Estoppel Certificate Requirement, by notice to Buyer at least three (a3) one hundred and eighty (180) days after Closing, or (b) Business Days prior to the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatescheduled Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Franklin Street Properties Corp /Ma/)
Tenant Estoppel Certificates. Buyer shall have ---------------------------- received and approved estoppel certificates (a"Tenant Estoppel Certificates") Seller agrees to be dated not more than thirty (30) days prior to the Closing Date, duly executed by Tenants such that Buyer shall have received Tenant Estoppel Certificates from and after receipt Tenants under Tenant Leases covering One Hundred percent (100%) of the Assumption Approval leased space in the Project. The Tenant Estoppel Certificates shall be in the form of, and upon the terms contained in Exhibit "B" attached hereto, with such modifications or additions to any particular Tenant Estoppel Certificate as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being shall be reasonably requested by Purchaser Buyer so long as such modifications or additions are for the purpose of confirming certain matters respecting the applicable Tenant Lease; provided, however, if the form of estoppel certificate attached hereto as Exhibit "B" requests information in addition to do soor materially ----------- different than that required to be provided by the particular Tenant pursuant to that particular Tenant's Lease, to deliver to all tenants of the Property a request this condition will be satisfied for that particular Tenant if such Tenant(s) executes an estoppel certificate in the form required pursuant to its Tenant Lease provided it is otherwise consistent with the applicable Tenant Lease and the Rent Roll and provided further that Seller made a good faith effort to attempt to obtain the signature of EXHIBIT D the particular Tenant on the approved form attached heretoas Exhibit "B". At least three (3) business days prior to Seller's delivery to Tenants of the unexecuted Tenant Estoppel Certificates, Seller shall deliver such unexecuted Tenant Estoppel Certificates to Buyer for Buyer's review and approval. In the event Buyer does not give Seller telephonic or written notice of any modifications to such Tenant Estoppel Certificates which form may Buyer desires to be revised if so requested by the Existing Lender. The parties agree thatmade thereto within such three (3) business day period, subject to the provisions of subparagraph (b) below, it Buyer shall be a condition deemed to Purchaser's obligation have approved the forms of such unexecuted Tenant Estoppel Certificates. Seller shall deliver the original executed Tenant Estoppel Certificates to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier Buyer no later than ten two (102) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under . In the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least event Buyer disapproves any Tenant Estoppel Certificate executed by a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided howeverTenant, Seller shall not be obligated use best efforts to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers cause such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may to execute and deliver a Tenant Estoppel Certificate which is reasonably satisfactory to Purchaser, at Closing, its own certificate with respect Buyer prior to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel CertificateDate.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Bindley Western Industries Inc)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within Not less than five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business calendar days prior to the Closing Date, be Seller shall have obtained and delivered to Purchaser no later than five Buyer duly executed estoppel certificates (5each, a "Tenant Estoppel Certificate") business days before Closing from tenants substantially in the form of EXHIBIT "9" attached hereto, or covering estoppel matters required under the Leases respective tenant's lease, made in favor of Buyer, which shall be dated no earlier than the Effective Date and which shall contain no Material Objection Matter (as defined below) from (a) the following tenants, to the extent that their leases have commenced and are still in effect as of Closing: (1) College of Intercultural Communications, Inc., and (2) Tissue Genesis, Inc., and (b) tenants occupying, in the aggregate, not less than 75% at least sixty percent (60%) of the rentable leased area under the remaining Tenant Leases (the "Tenant Estoppel Certificate Condition"). For purposes of this Section 6(a)(iii), "Material Objection Matter" shall mean any omission or statement in or modification to a Tenant Estoppel Certificate which indicates any of the Propertyfollowing: (A) that Seller is in default under a Tenant Lease, including all tenants occupying at least (B) that there is a full floor change in any material financial or more economic term of space a Tenant Lease such that the same is materially inconsistent with the information in the Tenant Lease materials as included among the Due Diligence Items, or (a "TENANT ESTOPPEL"C) any claims of right of first refusal, first offer, or rights of purchase not contained in the Tenant Lease. For each of the remaining Tenant Leases (Tenant Leases other than those described in clauses (a) and (b) above), Seller agrees shall have obtained and delivered to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to PurchaserBuyer, at Closing, its own either (i) a duly executed estoppel certificate with respect to tenants occupying up to an additional 15% dated no earlier than the Effective Date in the form of Exhibit "9" attached hereto, or covering estoppel matters required under the rentable area of the Property respective tenant's lease, or (substantially ii) City Center, LLC's written certificate (a "Seller Tenant Lease Certificate"), in the form of EXHIBIT D or in "10' attached hereto, certifying to Seller’s Knowledge, as to whether any material default then exists by City Center, LLC under the form required by a tenant's applicable Tenant Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains but not any other matter which would have been covered by an estoppel certificate if obtained from a tenant for whom Seller delivered a such tenant. The signed certificates described in this paragraph from such tenants or City Center, LLC, as the case may be, are referred to herein as the "Tenant Estoppels". Buyer acknowledges that Seller's Estoppel Certificateonly obligation hereunder is to use commercially reasonable efforts to obtain the Tenant Estoppels subject to the terms of the Tenant Leases, and any failure of Seller to satisfy this condition prior to Closing shall not constitute a default under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pacific Office Properties Trust, Inc.)
Tenant Estoppel Certificates. Receipt of estoppel certificates (each, a “Tenant Estoppel Certificate”, and collectively, the “Tenant Estoppel Certificates”) from (a) the tenants identified on Exhibit F attached hereto and made a part hereof (collectively, the “Required Tenants”), and (b) a sufficient number of other tenants occupying space at the Property such that estoppel certificates shall have been received pursuant to clauses (a) and (b) hereof with respect to not less than eighty percent (80%) of the total net rentable square footage of the Property covered by all Leases (excluding license agreements) in effect as of the Scheduled Closing Date, shall be a condition precedent to Purchaser’s obligation to purchase the Property hereunder. Seller shall not be required to obtain Tenant Estoppel Certificates (or any other estoppel certificates) from any party occupying space at the Property under a license agreement. Seller shall use commercially reasonable efforts (and, as used 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 Certificates, which certificates shall be substantially in the form attached hereto and made a part hereof as Exhibit G (or if Seller, after attempting to obtain certificates in such form, is unable to obtain the same, then in the form, if any, prescribed in the applicable lease or other operative document). Although such Tenant is not a Required Tenant, Seller expressly agrees to use commercially reasonable efforts to obtain a Tenant Estoppel Certificate from the current tenant under that certain “Master Lease” by and between Seller and Atlantic Center Associates I (“ACA I”), dated April 12, 1989, recorded April 12, 1989, in Deed Book 12413, Page 226, Office of the Clerk of the Superior Court of Fxxxxx County, Georgia (the “Garage Master Lease”). Obtaining a Tenant Estoppel Certificate with respect to the Garage Master Lease is a condition precedent to Purchaser’s obligation to purchase the Property hereunder. Notwithstanding the foregoing, Seller may, in compliance with its obligations hereunder, deliver a Tenant Estoppel Certificate in any form which contains substantially the same representations made in the form of Tenant Estoppel Certificate in Exhibit G. If any Tenant Estoppel Certificate identifies information under the applicable Lease not previously disclosed to Purchaser in writing, or discloses information in such Tenant Estoppel Certificate not substantially the same as the terms of the applicable Lease (as made available to Purchaser), Purchaser shall have the right to object to such Tenant Estoppel Certificate by submitting written notice of such objection (an “Estoppel Objection Notice”) to Seller (which Estoppel Objection Notice must specify Purchaser’s objection or objections in reasonable detail) within three (3) Business Days after receipt by Purchaser of the Assumption Approval objectionable Tenant Estoppel Certificate (but in any event on or before the Closing Date). If Purchaser fails to timely submit an Estoppel Objection Notice to Seller with respect to any particular Tenant Estoppel Certificate, then such Tenant Estoppel Certificate shall be deemed to be acceptable to Purchaser. Purchaser shall have no right to object to any Tenant Estoppel Certificate in the event the applicable Tenant Estoppel Certificate contains the information required to be given by the tenant under the terms of the applicable lease or other operative document (as distinguished from the form of Tenant Estoppel Certificate attached hereto), provided the information contained in such Tenant Estoppel Certificate does not conflict with the terms of the Lease. Notwithstanding anything contained in this Agreement to the contrary, in the event Seller is unable to obtain a Tenant Estoppel Certificate from any particular tenant under any Lease (other than a Required Tenant), Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto and made a part hereof as Exhibit H, executed by Seller, and in such event, Seller shall be deemed to have delivered a Tenant Estoppel Certificate with respect to such tenant for purposes of satisfying the condition under this Section 4.3 (and Purchaser shall have no right to terminate this Agreement pursuant to the terms of this Section 4.3). In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) one hundred eighty (180) days following the Closing Date and (ii) the date of delivery to Purchaser of a Tenant Estoppel Certificate executed by the tenant for which Seller has delivered such Seller’s Estoppel Certificate. The form Tenant Estoppel Certificates and Seller’s Estoppel Certificates shall reflect appropriate changes thereto for tenants who have not yet occupied the premises leased under their Leases and for Leases pursuant to which Seller has not yet completed the tenant improvement work required thereunder or fully funded the allowances due thereunder. If, on or before the date which is three (3) days prior to the Closing Date (as may be adjourned as set forth in Section 9.1 4.6 of this Agreement), Seller fails to submit to Purchaser the Tenant Estoppel Certificates required to meet the condition precedent to Purchaser’s obligation to purchase the Property set forth in the first sentence of this Section 4.3, then Purchaser’s sole option shall be to either (A) waive the delivery of the applicable Tenant Estoppel Certificate(s) and provided proceed with the Closing, without any abatement or other adjustment in the Purchase Price, or (B) terminate this Agreement is in full force which event the Deposit and effect, within five (5) business days after being requested by all interest accrued thereon shall be returned to Purchaser to do so, to deliver to all tenants and each of the Property a request parties hereto shall be relieved of all further obligations hereunder, except for an estoppel certificate any obligations which are expressly stated herein to survive the expiration or earlier termination of this Agreement. If Purchaser fails to terminate this Agreement as set forth in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days immediately preceding sentence prior to the Closing Date, be delivered the condition precedent to Purchaser no later than five (5) business days before Closing from tenants under Purchaser’s obligation to purchase the Leases occupying, Property set forth in the aggregate, not less than 75% first sentence of this Section 4.3 shall be deemed to have been met and Purchaser shall be deemed to have elected to proceed with the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 1 contract
Samples: Contract of Sale (Hines Real Estate Investment Trust Inc)
Tenant Estoppel Certificates. Seller shall use commercially reasonable efforts to (a) prepare, or cause to be prepared, and deliver to Purchaser for review and approval, within three (3) Business Days following the date hereof, the estoppel certificates in substantially the form of Exhibit D attached hereto (each, a “Tenant Estoppel Certificate”, and collectively, the “Tenant Estoppel Certificates”), and (b) remit, or cause to be remitted, the Tenant Estoppel Certificates to the tenants identified on Exhibit C attached hereto and made a part hereof (collectively, the “Required Tenants”) for signature within two (2) Business Days following Purchaser’s written notice to Seller agrees that Purchaser has approved the Tenant Estoppel Certificates (which notice shall set forth any required corrections). If Purchaser fails to notify Seller of its approval of, or any changes to, the Tenant Estoppel Certificates it receives from and after Seller for approval within two (2) Business Days following Purchaser’s receipt of the Assumption Approval same, Seller may forward such Tenant Estoppel Certificates to the tenants without Purchaser’s prior approval. Subject to the further provisions of this Section 4.3, receipt of Tenant Estoppel Certificates substantially in the form prescribed above or as set forth in Section 9.1 provided below (i) from the Required Tenants and provided this Agreement is in full force (ii) from a sufficient number of other tenants occupying space at the Property such that Tenant Estoppel Certificates (x) shall have been received pursuant to clauses (i) and effect, within five (5ii) business days after being requested by Purchaser hereof with respect to do so, to deliver to all tenants not less than eighty percent (80%) of the total net rentable square footage of the Property covered by the Leases in effect as of the Scheduled Closing Date, (y) not disclosing the existence of any material uncured default under the leases referred to therein and (z) confirming the information contained in the Tenant Estoppel Certificate delivered to Purchaser for approval, shall be a request for an estoppel certificate condition precedent to Purchaser’s obligation to purchase the Property hereunder. Seller shall promptly, following receipt of the same, deliver copies of the completed Tenant Estoppel Certificates to Purchaser. Seller shall use commercially reasonable efforts (and, as used 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 executed Tenant Estoppel Certificates. Notwithstanding the foregoing, any Tenant Estoppel Certificate that is in the form, if any, prescribed in the applicable lease or other operative document or that is in any form which does not materially vary from the representations made in the form of EXHIBIT Tenant Estoppel Certificate in Exhibit D attached hereto(as modified to make the statement contained therein factually correct) shall be deemed to be a satisfactory Tenant Estoppel Certificate for all purposes under this Agreement, which form may be revised if so requested provided that such Tenant Estoppel Certificate does not disclose any material uncured default under the leases referred to therein and, to the extent required by the Existing Lenderterms of such tenant’s lease, confirms the information contained in the Tenant Estoppel Certificate delivered to Purchaser for approval. The parties agree thatSeller agrees that upon its receipt of a form subordination, subject non-disturbance and attornment agreement (an “SNDA”) from Purchaser or its lender, Seller shall promptly send such SNDAs to the provisions of subparagraph tenants, and shall use commercially reasonable efforts (b) belowand, it as used in this Agreement, commercially reasonable efforts shall not be a condition deemed to Purchaser's include any obligation to close under this Agreement that an estoppel certificate either substantially in institute legal proceedings, deliver notices of default or to expend any monies) to obtain the form of EXHIBIT D or in SNDAs, signed by the form required by a tenant's Leasetenants, dated not earlier than ten (10) business days prior to the Closing Date; provided, be delivered to however, that Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% acknowledges and agrees that receipt of any or all of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller SNDAs shall not be obligated a condition precedent to pay tenants in order Purchaser’s obligation to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of purchase the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 1 contract
Samples: Contract of Sale (KBS Real Estate Investment Trust II, Inc.)
Tenant Estoppel Certificates. Receipt of estoppel certificates (a"Tenant Estoppel Certificates"), from a sufficient number of tenants at the Property so that, overall, on or before the Closing Date, Tenant Estoppel Certificates shall be received with respect to all of the tenants listed on Schedule 6 and 75% of the net rentable square feet of space covered by Leases in effect as of the Closing Date with Non-Major Tenants (being tenants that lease less than 5,000 net rentable square feet of space) Seller (the "Estoppel Threshold") shall be a condition precedent to Buyer's obligation to consummate the transactions contemplated in this Agreement. Each Tenant Estoppel Certificate shall contain no material adverse exceptions, qualifications or modifications with respect to the applicable Lease (it being understood that any change which affects the cash flow of the Property shall be deemed to be material). Each Tenant Estoppel Certificate shall be substantially in the appropriate form provided in Exhibit "D" attached hereto and made a part hereof or in a form otherwise acceptable to Buyer in its sole discretion. A Tenant Estoppel Certificate dated prior to the Effective Date shall not be deemed acceptable hereunder, unless the Tenant that previously has delivered such Tenant Estoppel Certificate provides a reaffirmation and update letter dated after the Effective Date in a form acceptable to Buyer in its sole discretion ("Reaffirmation and Update Letters"). Seller's sole obligation hereunder shall be to utilize commercially reasonable efforts to obtain a Tenant Estoppel Certificate or Reaffirmation and Update Letter, as applicable, from each tenant at the Property (such reasonable efforts obligations not including any obligation to institute legal proceedings or to expend monies therefor). Either party shall have the right to extend the Closing Date for up to ten business days in order to satisfy the condition set forth in this paragraph (such right being exercised by such party giving written notice to the other party not later than the Closing Date). Buyer hereby acknowledges and agrees from and after that, subject to Buyer's receipt of the Assumption Approval Reaffirmation and Update Letters referenced herein and Limited Estoppels (as hereinafter defined), Seller has previously satisfied the condition set forth in Section 9.1 this paragraph 5C. In this connection, each Reaffirmation and Update Letter shall be substantially in the appropriate form provided in Exhibit "D-2" attached hereto and made a part hereof or in a form otherwise acceptable to Buyer in its reasonable discretion; provided, however, that the Reaffirmation and Update Letter for each of Tara's Hallmark, Musicland, Lady Footlocker, Rand's Hallmark, Radio Shack, Afterthoughts Boutique, Naturalizer and Taco Bxxx shall be substantially in the appropriate form provided in Exhibit "D-3" attached hereto and made a part hereof or in a form otherwise acceptable to Buyer in its reasonable discretion. In the event that on or before the Closing Date the condition set forth in this Agreement paragraph 5C is not satisfied (or waived as aforesaid), Seller shall have the right to satisfy such condition by delivering a certificate of Seller ("SELLER ESTOPPEL UPDATE CERTIFICATE") with respect to each Tenant Lease for which no Reaffirmation and Update Letter is received. Any Seller Estoppel Update Certificate delivered by Seller hereunder shall be in full force substantially the same form as the Reaffirmation and effectUpdate Letter attached as Exhibit "D-2" hereto or Exhibit "D-3" hereto, within five as applicable, with appropriate changes to reflect the following: (1) that such certificate is being delivered by Seller rather than the tenant; (2) that such certificate is only pertaining to the period beginning on the date of the original Tenant Estoppel Certificate and ending on the date of the Closing Date; (3) that the certification with respect to paragraphs 3, 4 and 7 of the Tenant Estoppel Certificate will be limited to Seller's knowledge (as defined in this Agreement); (4) that the certification with respect to paragraphs 8, 11 and 12 of the Tenant Estoppel Certificate will be deleted and paragraph 10 of the Tenant Estoppel Certificate will be modified as necessary to reflect that it is being delivered by Seller and not the tenant in question; and (5) business days after being requested by Purchaser that Seller's obligation under such certificate shall be limited to do sothe Survival Period set forth in paragraph 8C of this Agreement and the limitations of liability set forth in Paragraph 10B(1) of this Agreement. To the extent that Seller delivers a Seller Estoppel Update Certificate with respect to a Tenant Lease pursuant to this paragraph 5C, then if Seller later receives a Reaffirmation and Update Letter with respect to such Tenant Lease, Seller shall have the right to deliver such Reaffirmation and Update Letter to all tenants Buyer and upon the delivery of such Reaffirmation and Update Letter to Buyer, Seller shall not have any liability with respect to any matter covered by such Seller Estoppel Update Certificate previously delivered to Buyer that also is covered by the Property a request for an estoppel certificate Reaffirmation and Update Letter delivered by the tenant in question. In addition, Seller shall use its reasonable efforts to obtain from Lxxxxx New York, Limited Express, Lane Bxxxxx, Victoria's Secret and Bath & Body Works, Tenant Estoppel Certificates in the form of EXHIBIT D Exhibit "D" attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D hereto or in a form otherwise acceptable to Buyer in its reasonable discretion (the form required by a tenant's Lease, dated "Limited Estoppels"). If Seller does not earlier than ten (10) business days receive the Limited Estoppels prior to the Closing Date, be Seller shall have the right to satisfy this condition (if Buyer does not waive this condition) by delivering substitute estoppel certificates for the Limited Estoppels that are not delivered prior to Purchaser no later than five the Closing Date (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPELSeller Limited Estoppels"), which Seller agrees Limited Estoppels shall be in the form of Exhibit "D" hereof, modified in the manner described herein with respect to use good faith efforts the Seller Estoppel Update Certificates. If Seller delivers a Seller Limited Estoppel as a substitute for a Limited Estoppel, and Seller later receives a Limited Estoppel from the tenant in question, then Seller shall have the right to obtain deliver such Tenant Estoppels, provided howeverLimited Estoppel to Buyer and upon the delivery of such Limited Estoppel to Buyer, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate have any liabilities with respect to tenants occupying up any matter covered by the Seller Limited Estoppel previously delivered to an additional 15% of Buyer that also is covered by the rentable area of Limited Estoppel delivered by the Property (substantially tenant in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatequestion.
Appears in 1 contract
Samples: Purchase Agreement (Carlyle Real Estate LTD Partnership Xiv /Il/)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt As of the Assumption Approval Effective Date, there are two Tenants occupying the Real Property. The Parties acknowledge that Seller may be unable to provide a "TENANT ESTOPPEL CERTIFICATE" (in substantially the same form and substance as set forth in Section 9.1 the Tenant's Estoppel Certificate attached hereto as EXHIBIT "B") from both Tenants prior to the Closing, and provided the Parties agree that Seller's failure to obtain such a Tenant Estoppel Certificate from both Tenants shall not be a default under this Agreement, however, Buyer shall have the right to terminate this Agreement is pursuant to Section 2.6, above, in full force and effect, within five the event that either or both Tenants fail to deliver a Tenant Estoppel Certificate not less than three (53) business days after being requested by Purchaser prior to do so, the Closing. Seller shall use commercially reasonable efforts to obtain and deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached heretoBuyer, which form may be revised if so requested by the Existing Lender. The parties agree that, subject prior to the provisions of subparagraph (b) belowClosing, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, Tenant Estoppel Certificate from each Tenant dated not no earlier than ten thirty (1030) business calendar days prior to the Closing Date, be confirming the rent and other payments due and alleging no defaults, offsets, or claims against Seller, or if there any, setting forth such defaults, offsets, or claims against Seller. If both Tenant Estoppel Certificates are timely delivered to Purchaser no Buyer and both reflect terms materially consistent with the terms of each such Tenant's Lease, and neither of such Tenant Estoppel Certificates alleges a material variance from any rent roll delivered to Buyer or a material default by Seller under a Lease (unless such variance and/or default was disclosed, in writing, to Buyer not later than five (5) business days before Closing from tenants prior to the Due Diligence Expiration Date), then Buyer shall have no right to terminate this Agreement under the Leases occupyingthis Subsection 3.1(d). Additionally, and if requested by Buyer, Seller shall request that each Tenant execute and return to Seller, Buyer and/or Escrow, not later than five (5) business days prior to Closing, a subordination, non-disturbance and attornment agreement, in form and substance reasonably acceptable to such Tenant (the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPELSNDA"), Seller agrees to use good faith efforts to obtain such Tenant Estoppelsfor the benefit of Wachovia Bank, provided National Association, however, Seller the execution and/or delivery of the SNDA by each Tenant shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% a condition or contingency of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatethis Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Cole Credit Property Trust II Inc)
Tenant Estoppel Certificates. Subject to the following provisions of this Paragraph 7.2, Buyer shall have received estoppel certificates (a“Tenant Estoppel Certificates”), within the time frames set forth below, duly executed by tenants (and/or Seller, as applicable, as further set forth below) Seller agrees such that Buyer shall have received Tenant Estoppel Certificates from and after receipt tenants (and/or Seller, as applicable) under Leases accounting for at least sixty-five percent (65%) of the Assumption Approval Leased Rentable Square Footage (as set forth in Section 9.1 and provided this Agreement is in full force and effectdefined below), within five including Tenant Estoppel Certificates (5as part of the foregoing Tenant Estoppel Certificates) business days after being requested by Purchaser from all the following tenants at the Property (or their successors or assigns, if applicable) (collectively, the “Major Tenants”) (but only to do so, to deliver to all the extent such Major Tenants are then tenants of the Property a request for an estoppel certificate in Property, under Leases at the form Property, as of EXHIBIT D attached heretothe Estoppel Delivery Date, which form may be revised if so requested by the Existing Lender. The parties agree thatas defined below): Mxxxxx, Pxxxxx & Gxxxxxx LLP; MCI Communications Services, Inc., dba Verizon Business Services (“Verizon”) (subject to the provisions of subparagraph Non-Objectionable Information, as defined below); Quest Communications; and Cxxxxxx, Xxxxxx & Co. The “Leased Rentable Square Footage” is defined as the leased rentable square footage in the space in the Building, other than the space covered by the Final CRG Lease (b) as defined in Paragraph 22.22 below). It is understood by Buyer that Tenant Estoppel Certificates shall in no event be required from CRG (as defined in Paragraph 22.22 below), it and shall in no event be required with respect to the space covered by the Final CRG Lease (and neither such space, nor the occupants/licensees/tenants with respect thereto, shall be a condition to Purchaser's obligation to close required or considered under this Agreement that an estoppel certificate either Paragraph 7.2). The Tenant Estoppel Certificates shall be substantially in the form of EXHIBIT D Exhibit F or substantially in such other form which a particular tenant is required to execute pursuant to its Lease. In an attempt to comply with its obligations under the last sentence of this Paragraph 7.2, Seller agrees to request a Tenant Estoppel Certificate (in the form required of Exhibit F) from each of the tenants under the Leases relating to the Leased Rentable Square Footage, provided that Tenant Estoppel Certificates from all such tenants shall not be required, and the remaining provisions of this Paragraph 7.2 shall not be affected by a tenant's Leasethis sentence. To the extent received by Seller, dated not earlier Seller shall deliver the original executed Tenant Estoppel Certificates to Buyer no later than ten the date (10the "Estoppel Delivery Date”) that is three (3) business days prior to the Closing DateClose of Escrow (but Seller shall deliver to Buyer any executed Tenant Estoppel Certificates received by Seller from tenants within two (2) business days of such receipt); provided, be delivered however, if Seller is unable to Purchaser deliver timely to Buyer the appropriate number of Tenant Estoppel Certificates executed by tenants, Seller may, but without any obligation to do so, deliver to Buyer no later than five the Estoppel Delivery Date, in lieu thereof, the necessary number of Tenant Estoppel Certificates executed by Seller (5each, a “Seller Estoppel”), in substantially the form attached hereto as Exhibit “F-1” to meet the 65% figure set forth above; provided, however, Buyer shall not be required to accept any Seller Estoppels to the extent they are executed by Seller on behalf of any of the Major Tenants, or to the extent the leased rentable square footage of the Building covered by the Seller Estoppels exceeds ten percent (10%) of the leased rentable square footage in the Building. Seller Estoppels shall be deemed executed by the applicable tenant(s) for purposes of t he 65% figure set forth above, but shall be subject to the limitations contained in Paragraphs 13 and 22.15 and shall be deemed automatically null and void upon the delivery of any Tenant Estoppel Certificate from the tenant for whom the Seller Estoppel was delivered so long as such Tenant Estoppel Certificate is not at variance in any material respect with the applicable Seller Estoppel. Buyer shall have three (3) business days before Closing from tenants after the receipt of each such executed Tenant Estoppel Certificate (or Seller Estoppel, as applicable) to approve or reasonably disapprove the applicable Tenant Estoppel Certificate (or Seller Estoppel, as applicable) so received (and failure to timely disapprove shall constitute approval); provided, however, notwithstanding the foregoing, Buyer may only disapprove an executed Tenant Estoppel Certificate (or Seller Estoppel, as applicable) if it (a) discloses material adverse economic terms of the applicable Lease (in the form delivered by Seller to Buyer) that were not disclosed to Buyer in writing (whether in the applicable Lease or any other document delivered to Buyer) prior to the Execution Date, (b) alleges a material default of Seller, as landlord, under such applicable Lease, (c) discloses a material dispute between the landlord and tenant in connection with such applicable Lease or discloses a material tenant default under such applicable Lease, (d) with respect to any Lease in full force and effect as of the date of this Agreement and set forth on the Rent Roll attached hereto as Exhibit J, discloses a material inconsistency (that had not otherwise been disclosed to Buyer in writing prior to the Execution Date) between the information for that Lease in the Rent Roll and the corresponding information in the applicable Tenant Estoppel Certificate (or Seller Estoppel, as applicable), other than simply a change in tenant as a result of an assignment or other transfer permitted under the Leases occupyingapplicable Lease, or (e) discloses that a tenant alleges (i) an unexpired right of first refusal or right of first offer to purchase the Property (a “ROFR”), or any portion thereof, or unexpired option to purchase the Property (a “Purchase Option”), or any portion thereof, in favor of such tenant, and (ii) that the aggregateROFR or Purchase Option, not less than 75% as applicable, is operative and may be exercised as a result of the rentable area of the Propertytransactions contemplated by this Agreement. If Buyer reasonably disapproves any Tenant Estoppel Certificate (or Seller Estoppel, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided howeveras applicable) as set forth above, Seller shall not have until the Closing Date to deliver such Tenant Estoppel Certificate (or Seller Estoppel, as applicable) in a form which is reasonably acceptable to Buyer (provided that Buyer may only disapprove an executed Tenant Estoppel Certificate, or Seller Estoppel, as applicable, for the reasons set forth in (a), (b), (c), (d) and (e) of this paragraph above; otherwise the applicable Tenant Estoppel Certificate, or Seller Estoppel, as applicable, shall be obligated deemed acceptable to pay tenants in order to do so. Notwithstanding and approved by Buyer; without limiting the foregoing, if at Closing Seller delivers such (1) Buyer shall not have any right to disapprove a Tenant Estoppels from tenants occupying at least 60% Estoppel Certificate on the basis of any disclosure therein of the rentable area of dispute described on Schedule 7.2 attached hereto (the Property"Non-Objectionable Information”), and (2) notwithstanding anything to the contrary, Buyer shall have no rights or claims against Seller may execute and deliver to Purchaser, at Closing, its own certificate whatsoever with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledgeNon-Objectionable Information; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements provisions of Seller contained therein this sentence and the following sentence shall survive the Closing until the earlier Close of (a) one hundred and eighty (180) days after ClosingEscrow, or any termination of this Agreement, and shall not be merged with the Deed. On and after the Close of Escrow, Buyer shall indemnify, defend and hold Seller and its officers, members, partners, directors, shareholders, participants, affiliates, managers, representatives and agents free and harmless from and against any and all claims, costs, losses, liabilities, damages and expenses arising out of or resulting from any claim or action by or on behalf of the tenant under the subject lease (b) or its affiliates, successors or assigns), as referenced under Schedule 7.2 attached hereto in connection with the date Purchaser obtains an estoppel certificate from a tenant for whom Non-Objectionable Information. Subject to the last paragraph of this Paragraph 7, Seller delivered a Seller's Estoppel Certificateshall use commercially reasonable efforts to satisfy the condition to Buyer’s obligation to close set forth in this Paragraph 7.2.
Appears in 1 contract
Tenant Estoppel Certificates. Seller shall endeavor to secure and deliver to Buyer, no later than three (3) business days before the Closing Date, Tenant Estoppel Certificates from Tenants representing a minimum of seventy-seven percent (77%) of the total leased square footage under all Leases. Buyer’s obligation to close the transaction contemplated under this Agreement is subject to the condition that as of Closing: (i) estoppel certificates for (a) Seller each Major Tenant (defined below), (b) either Bunzl Distribution Midcentral, Inc. (“Bunzl”) or BoundTree Medical, LLC (“BoundTree”), (c) Flextronics in which Flextronics acknowledges and agrees that the premises under the Flextronics Lease has been, or is being, removed from the PILOT Program (as defined in the Flextronics Lease) and after receipt the PILOT Lease (as defined in the Flextronics Lease), has been, or is being, terminated due to a reason other than (i) a Landlord Default Event (as defined in the Flextronics Lease) or (ii) an Option Exercise (as defined in the Flextronics Lease) that occurred prior to the occurrence of any Permitted Option Exercise Event and that, as of the Assumption Approval date of the estoppel certificate, Flextronics has received no notice and has no knowledge of any additional tax liability or recapture payments related to real estate taxes with respect to its premises (including any “Post-Termination Recapture Payments” as defined in the Flextronics Lease) as a result of the termination of the PILOT Lease, the removal of its premises from the PILOT Program or otherwise, and (d) such other tenants who, together with the Major Tenants and Bunzl or BoundTree, as applicable, occupy at least seventy-seven percent (77%) of the total leased square footage under all of the Leases, be received; (ii) no material default or claim by landlord or tenant shall have arisen under any Lease that was not specifically disclosed in the Rent Roll or actually known to Buyer by the Inspection Date and (iii) between the Inspection Date and the Closing, no Major Tenant has (1) terminated, or given notice of intent to terminate, its Lease, (2) vacated, abandoned, or ceased operations, or (3) filed for voluntary bankruptcy or be subject to an involuntary bankruptcy proceeding; provided, however, that, notwithstanding anything in this Agreement to the contrary, in the event of the occurrence of an item set forth in Section 9.1 and provided subsections (iii)(1), (iii)(2) or (iii)(3) above with respect to any Major Tenant(s), Buyer shall have the right (at its option) to terminate this Agreement is with respect to each Building and all Property related to such Building (the “Excluded Property”) subject to Leases with such Major Tenant(s), in which event (x) the Excluded Property shall be excluded from this transaction and Buyer shall have no further obligations with respect to same, (y) the Purchase Price shall be reduced by the dollar amount allocated to the Excluded Property under Section 4.1, and (z) the portion of the Xxxxxxx Money attributable to the Excluded Property shall be returned to Buyer by Escrow Agent, but this Agreement shall otherwise remain in full force and effecteffect with respect to the balance of the Property. The Xxxxxxx Money attributable to the Excluded Property shall be determined by multiplying the Xxxxxxx Money by a fraction, the numerator of which is the dollar amount allocated to the Excluded Property under Section 4.1 and the denominator of which is the Purchase Price. Notwithstanding anything to the contrary contained herein, the form of Tenant Estoppel Certificate on Exhibit H contains a joinder by any Guarantor of each Lease. In the event that a Tenant Estoppel Certificate is returned without the joinder signed by any Guarantor, this fact alone shall not be deemed to cause the Tenant Estoppel Certificate to be disqualified for purposes hereof, unless the Lease specifically requires the Tenant to obtain the Guarantor’s signature. As of the Contract Date, the Major Tenants are the following (each a Major Tenant and collectively, the “Major Tenants”): (i) Ozark Automotive Distributors, Inc. (SouthPoint F); (ii) Xxxx Warehousing, Inc. (Westfork A5); (iii) Global Experience Specialists, Inc. (Westfork A5); (iv) Lincoln Electric Company (Bolingbrook III); (v) Vistar Corporation (Bolingbrook III); (vi) Dal-Tile Distribution, Inc. (Bolingbrook Dal-Tile); (vii) JBS Transportation Inc./JBS Logistics, Inc. (Prairie Point III); (viii) Petco Animal Supplies Stores, Inc. (Rock Run VI); (ix) Xxxxxx Don & Company (Miramar B); (x) Priority Fulfillment Services, Inc. (Airways E); (xi) Stylecraft Home Collection, Inc. (Airways E); (xii) Flextronics Logistics USA, Inc. (Chickasaw M); and (xiii) GRM Information Services of Atlanta, LLC (Westfork C4). If Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under this Section 9.2, or if the certificates received contain material information or omissions unacceptable to Buyer in its reasonable discretion and Buyer objects thereto by written notice to Seller within five two (52) business days after being requested receipt by Purchaser to do so, to deliver to all tenants Buyer of the Property a request for an estoppel certificate objectionable estoppel, but in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D any event on or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to before the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), then Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall will not be obligated in default by reason thereof, and either Seller or Buyer may elect to pay tenants extend the Closing Date by up to thirty (30) days in order to do soprovide Seller with additional time to satisfy the requirement. Notwithstanding If Seller still cannot satisfy the foregoingrequirement at the end of such extended period, if at Closing then Buyer may, by written notice given to Seller delivers such Tenant Estoppels from tenants occupying at least 60% before the Closing, elect to terminate this Agreement and receive a refund of the rentable area of Xxxxxxx Money, less the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after ClosingIndependent Consideration, or (b) the date Purchaser obtains an estoppel certificate from waive said condition. If Buyer so elects to terminate this Agreement, neither party shall have any further rights or obligations hereunder except those that expressly survive a tenant for whom Seller termination hereof. If no such notice is delivered a Seller's Estoppel Certificateby Buyer, Buyer shall be deemed to have waived such condition.
Appears in 1 contract
Samples: Agreement for Purchase (Industrial Income Trust Inc.)
Tenant Estoppel Certificates. Seller and Purchaser acknowledge that, prior to the Effective Date hereof, Seller has provided to Purchaser, and Purchaser has reviewed and approved, the forms of the tenant estoppels (the “Tenant Estoppel Certificates”), which are in substantially the same form received by Seller at the time it purchased the Property, certified to Purchaser and its lender. After the Effective Date, Seller shall promptly deliver the Tenant Estoppel Certificates to all of the tenants at the Property. Purchaser’s obligations under this Agreement are conditioned upon Purchaser receiving Conforming Tenant Estoppel Certificates (as defined below) dated no more than thirty (30) days prior to Closing from tenants Sxxxxxx Xxxx, Nuveen and Barack Fxxxxxxxxx (the “Major Tenants”), plus such other tenants that, taken together with the Major Tenants, occupy seventy-five percent (75%) of the leased space at the Property (collectively, the “Minimum Required Estoppels”). In addition, Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser a Conforming Tenant Estoppel Certificate from each tenant at the Property, provided that delivery of a Conforming Tenant Estoppel Certificate from tenants in excess of the Minimum Required Estoppels shall not be a condition to Closing. As used in this Agreement, the term “Conforming Tenant Estoppel Certificate” means any Tenant Estoppel Certificate that is delivered to Purchaser in the form approved by Purchaser pursuant to this Section 8.3 (or (a) Seller agrees from if a tenant’s Lease specifies another form of tenant estoppel certificate, then such other specified form, or (b) if a tenant’s Lease requires less information than that contained the approved form, then a Tenant Estoppel Certificate containing only the information required in such tenant’s Lease), which does not contain any modification or addition that is materially adverse to Purchaser and after receipt which does not reveal any default under the affected lease, any condition which with notice and the passage of time would constitute a default under the Assumption Approval as affected lease, or a material adverse discrepancy between the information set forth in Section 9.1 and provided this Agreement or the Information Documents, including the Leases. Any Tenant Estoppel Certificate which is not a Conforming Tenant Estoppel Certificate, but which is not expressly disapproved by Purchaser in full force and effect, writing within five (5) business days after being requested of receipt thereof by Purchaser to do soPurchaser, will also constitute a Conforming Tenant Estoppel Certificate. In the event that Seller is unable to deliver to all the Minimum Required Estoppels, Seller may, at its option, deliver a seller estoppel in substantially the form attached hereto as Exhibit R (each, a “Seller Estoppel”) for any one or more tenants of Seller’s choosing in order to achieve the Property a request for an estoppel certificate in the form of EXHIBIT D attached heretorequired threshold; provided, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated permitted to pay deliver a Seller Estoppel for any of the Major Tenants. In the event that Seller provides one or more Seller Estoppels, each such estoppel will become null and void and of no further force and effect if, at any time after the delivery of such Seller Estoppel, Seller receives and delivers to Purchaser either (y) a Conforming Tenant Estoppel Certificate for said tenant or (z) Conforming Tenant Estoppel Certificates for any other tenants which result in Seller meeting its seventy-five percent (75%) Minimum Required Estoppels threshold. In the event that Seller fails to deliver on or before Closing (i) the Minimum Required Estoppels and (ii) substitute Seller Estoppels for one or more tenants (other than Major Tenants) in order to do so. Notwithstanding achieve such required threshold, then Purchaser’s sole and exclusive remedy with respect to such failure will be to terminate this Agreement, in which case the foregoingExxxxxx Money will be refunded in full to Purchaser and thereupon this Agreement will be null and void and of no further force and effect whatsoever, if at Closing except for the terms of this Agreement which expressly survive termination of this Agreement by Purchaser; provided, however, Seller delivers such Tenant Estoppels from tenants occupying at least 60% may condition the refund of the rentable area Exxxxxx Money upon the execution and delivery by Purchaser to Seller of an instrument in recordable form that disclaims any and all continuing right, title and interest in and to the Property, and upon the delivery to Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially reports and studies referred to in the form of EXHIBIT D or in the form required Section 4.4 and any survey obtained by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel CertificatePurchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hines Real Estate Investment Trust Inc)
Tenant Estoppel Certificates. Purchaser shall have received, on or before the Closing Date, estoppel certificates in favor of Purchaser from tenants under Leases leasing in the aggregate seventy (a70%) Seller agrees from and after receipt percent of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants rentable area of the Property Improvements (excluding any space which is leased under a request for Purchaser Lease and/or the ISTC lease, or a lease with any other division of the State of Idaho) which are leased and occupied in substantially the form attached to the applicable Lease, or if there is not a form attached to a Lease, an estoppel certificate in substantially the form of EXHIBIT D Exhibit I attached heretohereto and made a part hereof, or otherwise reasonably approved by Purchaser, that does not disclose any material defaults or uncured obligations of Seller, as landlord, and does not contain any disclosures which are materially inconsistent with the representations and warranties of Seller set forth in this Agreement. Sixty (60) days in advance of the Closing Date, Seller shall request Estoppel Certificates from all the tenants under the Leases (excluding any Purchaser’s Leases). Seller shall use reasonable efforts to obtain estoppel certificates from each of such tenants; provided, however, Seller shall not be required to expend significant monies or make significant concessions or institute litigation in order to obtain such estoppel certificates. If Purchaser has not, by the scheduled Closing Date, received the estoppel certificates required by the first sentence of this Section 7(b)(iii), then Seller may, for any tenant, deliver a certificate of Seller in substantially the form attached hereto and made a part hereof as Exhibit J, which certificate shall be accepted by Purchaser in lieu of such estoppel certificates, provided however, Purchaser shall not be required to accept Seller certificates for more than twenty five (25%) percent of the leasable area of the Improvements for which certificates are required by the first sentence of this Section 7(b)(iii) before Purchaser is obligated to close. Seller may substitute for a certificate delivered by Seller a tenant estoppel certificate later received from a tenant under a Lease for which such certificate was given to the extent such certificate does not contain any statements that are materially and adversely different than those contained in Seller’s estoppel certificate. In exercising its reasonable discretion concerning the acceptability of a tenant estoppel letter on a form other than that prescribed by Exhibit J, Purchaser will accept an alternative form (including, in the case of any national or regional tenant, such tenant’s standard form estoppel certificate and, with respect to any tenant, the form prescribed by such tenant’s lease) which confirms the rental rate and lease commencement and termination dates and such other material information as is stated in the Lease in question and the performance of the parties to the lease (which may be revised if so requested by the Existing Lender. The parties agree that, subject limited to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially tenant’s knowledge in the form case of EXHIBIT D or in the form required landlord default and the condition of the leased premises). If Purchaser has not, by a tenant's Lease, dated not earlier than ten date which is four (104) business days prior to the scheduled Closing Date, be delivered to received the estoppel certificates contemplated by this Section 7(b)(iii), then Seller or Purchaser no later than five may, on the date which is four (54) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% advance of the rentable area of Closing, each on one occasion, extend the Property, including all tenants occupying at least a full floor or more of space Closing Date by up to thirty (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts 30) days to obtain such Tenant Estoppelsestoppel certificates, provided howeverand, in any case, Seller shall not be obligated in breach or default of this Agreement because Purchaser has not received such estoppel certificates, during which xxxx Xxxxxx shall use reasonable efforts to pay tenants obtain such estoppel certificates, subject to the conditions and limitations set forth herein. If Seller fails to cause such estoppel certificates to be delivered to Purchaser on or before the last day of such thirty-day period, then within five (5) days after the expiration of such thirty day period, Purchaser shall elect to either (1) terminate this Agreement (other than the obligations of Purchaser set forth in order to do so. Notwithstanding Section 3(b) and the foregoingindemnity obligations of Purchaser set forth in Section 13 of this Agreement, if at Closing Seller delivers and any other obligations that specifically survive the termination hereof in accordance with the terms of this Agreement, which obligations shall survive any such Tenant Estoppels from tenants occupying at least 60% termination), in which case, within two (2) business days of such termination, the rentable area of the Property, Seller may execute and deliver Xxxxxxx Money shall be returned to Purchaser, at Closing, its own certificate with respect provided Purchaser and Seller shall execute any document reasonably requested by the other party to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closingevidence such termination, or (b2) take title to the date Real Property without receiving the undelivered estoppel certificates without any reduction of the Purchase Price. Failure of Purchaser obtains to notify Seller within the time limits prescribed herein shall constitute an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateelection under clause (1) above.
Appears in 1 contract
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within Not less than five (5) business days after being requested by Purchaser prior to do sothe Scheduled Closing Date, Seller shall have obtained and delivered to deliver to all tenants of the Property Buyer duly executed estoppel certificates (each, a request for an estoppel certificate "Tenant Estoppel Certificate") substantially in the form of EXHIBIT D "9" attached hereto, or covering estoppel matters required under the respective tenant's lease, made in favor of Buyer, which form may shall be revised if so requested dated no earlier than the Effective Date and which shall contain no Material Objection Matter (as defined below), from: (a) the following tenants, to the extent that their leases have commenced and are still in effect as of Closing: (1) College of Intercultural Communications, Inc., (2) the State of Hawaii, and (3) Tissue Genesis, Inc., and (b) at least fifty percent (50%) of the remaining tenants under the Tenant Leases (the "Tenant Estoppel Certificate Condition"). For purposes of this Section 6(a)(iii), "Material Objection Matter" shall mean any omission or statement in or modification to a Tenant Estoppel Certificate which indicates any of the following: (A) that Seller is in default under a Tenant Lease, (B) that there is a change in any material financial or economic term of a Tenant Lease such that the same is materially inconsistent with the information in the Tenant Lease materials as included among the Due Diligence Items, or (C) any claims of right of first refusal, first offer, or rights of purchase not contained in the Tenant Lease. Buyer acknowledges that Seller's only obligation hereunder is to use commercially reasonable efforts to obtain such estoppel certificates subject to the terms of the Tenant Leases, and any failure of Seller to satisfy this condition prior to Closing shall not constitute a default under this Agreement. If the Tenant Estoppel Certificate Condition is not met by the Existing Lender. The parties agree thatScheduled Closing Date (as defined below), the Scheduled Closing Date shall be extended to the date that is five business days following the date that the Tenant Estoppel Certificate Condition is met, subject to the provisions of subparagraph (bSection 11(a) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatehereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pacific Office Properties Trust, Inc.)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt to use its reasonable efforts to cause those tenants of the Assumption Approval as set forth in Section 9.1 Premises specifically identified on Exhibit "G" hereto and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, made a part hereof to deliver to all tenants of Buyer not later than the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days day prior to the Closing DateDate a written statement ("Tenant Estoppel Certificate") in substantially the form of, be delivered and as qualified by, the form of tenant estoppel certificate set forth on Exhibit "H" attached hereto and made a part hereof. Buyer agrees not to Purchaser no later than five object to (5i) business days before Closing any non-material (as determined in Buyer's reasonable judgment) qualifications or modifications which a tenant may make to the form of Tenant Estoppel Certificate and (ii) any modification to a Tenant Estoppel Certificate to conform it to the form of tenant estoppel the tenant is required to give under its lease. To the extent a Tenant Estoppel Certificate contains conflicting information from tenants under that contained on Exhibit "D" for that lease, Buyer shall have the Leases occupyingright either to give a Termination Notice in accordance with Section l9 (c) as if the Inspection Period had not ended or to waive such conflicting information, in the aggregate, not less than 75% without abatement of the rentable area of Purchase Price, whereupon, Exhibit "D" shall be deemed automatically modified to include such differing information. Buyer's obligations under this Agreement to complete Closing on the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Closing Date and pay the Purchase Price shall not be relieved if Seller agrees is unable to use good faith obtain any required Tenant Estoppel Certificate after using its reasonable efforts to obtain it if Seller instead, at Seller's sole option, executes a Tenant Estoppel Certificate for such tenants, which shall have the substance and effect of an indemnity from Seller to Buyer from any claim by the tenant which would have been precluded by a Tenant Estoppels, provided howeverEstoppel Certificate by the tenant in such form. If any such tenant does have a claim which would entitle it to set-off the amount of the claim against rent due under the lease and the amount of such claim is ascertainable, Seller shall not be obligated have the right, at its sole option, to pay tenants in order to do so. Notwithstanding give Buyer a credit against the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% cash portion of the rentable area Purchase Price in the amount of the Propertyclaim; and, Seller may execute in such event, Buyer shall complete closing and deliver take subject to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatesuch claim.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Inland Monthly Income Fund Iii Inc)
Tenant Estoppel Certificates. Prior to the Closing Date, Purchaser shall have received executed estoppel certificates from the Required Tenants in the form of attached Exhibit G (a) Seller agrees from and after receipt the “Estoppel Certificate”). If any Lease specifies another form of tenant estoppel certificate (or contemplates any lesser obligation of the Assumption Approval as set forth in Section 9.1 and provided this Agreement Tenant to provide an estoppel) other than that which is in full force the form of attached Exhibit G, then Seller shall nonetheless prepare and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for such Tenant an estoppel certificate in the form of EXHIBIT D attached heretoExhibit G, which form may but such other specified or contemplated estoppel shall satisfy the requirements of this Section 6.1.5 and shall constitute an Estoppel Certificate for purposes of this Agreement. Purchaser’s failure to approve or disapprove an Estoppel Certificate by written notice to Seller within two (2) Business Days after receipt thereof shall be revised if so requested by the Existing Lender. The parties agree thatdeemed to constitute Purchaser’s approval thereof; provided, subject however, that notwithstanding anything to the provisions contrary contained herein, Purchaser shall not have the right to disapprove an Estoppel Certificate unless it materially conflicts with the related Lease or discloses a breach of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's such Lease, dated not earlier than ten (10) business days prior to If as of the Closing Date, be delivered Purchaser does not receive the Estoppel Certificates from any Required Tenant, then Purchaser shall have the right to terminate this Agreement, If Purchaser no later than five (5) business days before Closing from tenants under the Leases occupyingelects to terminate this Agreement by written notice to Seller and Escrow Holder, this Agreement and Escrow will terminate in the aggregatesame manner as set forth in Section 3.4, not less than 75% and the failure of Purchaser to receive Estoppel Certificates from the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller Required Tenants shall not be obligated deemed to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered constitute a Seller's Estoppel Certificate’s default under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Strategic Opportunity REIT, Inc.)
Tenant Estoppel Certificates. On or before the Estoppel Delivery Deadline, Seller shall deliver to Buyer a fully completed and executed estoppel certificate from each of the Tenants (aeach, a “Tenant Estoppel Certificate”), each of which shall be dated effective no earlier than thirty (30) Calendar Days prior to the Closing Date. Seller agrees from that each Tenant Estoppel Certificate shall contain the same terms and after receipt be in the same form and substance as the form of certificate attached hereto as Exhibit “H” and incorporated herein by reference, and shall otherwise be in form and substance satisfactory to Buyer. Each Tenant Estoppel Certificate shall be duly executed by the applicable Tenant thereof and each guarantor of the Assumption Approval as set forth in Section 9.1 and provided this Agreement applicable Lease, if any. In the event Seller is in full force and effectable to obtain Tenant Estoppel Certificates from those Tenants representing the Minimum Tenant Square Footage Requirement on or before the Estoppel Delivery Deadline, within five (5) business days after being requested by Purchaser but Seller is not able to do soobtain Tenant Estoppel Certificates from all of the Tenants, to then Seller shall deliver to all tenants of Buyer, prior to the Property Estoppel Delivery Deadline, a request for an landlord estoppel certificate in the form of EXHIBIT D Exhibit “I,” attached heretohereto and incorporated herein by reference (each, a “Landlord Estoppel Certificate”), with respect to each Lease for which form a Tenant Estoppel Certificate has not been obtained in lieu of the Tenant Estoppel Certificate for such Lease. If Seller has not timely delivered a Tenant Estoppel Certificate from those Tenants representing the Minimum Tenant Square Footage Requirement, or alternatively, if Seller has timely delivered a Tenant Estoppel Certificate from those representing the Minimum Tenant Square Footage Requirement, but has not provided a Tenant Estoppel Certificate nor provided a Landlord Estoppel Certificate to Buyer with respect to any remaining Lease before the Estoppel Delivery Deadline, then, in such a case, Buyer may exercise one of the following options on or before the Closing Date: (1) waive the requirement to receive the Estoppel Certificates which Seller failed to deliver, continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement; provided the Scheduled Closing Date shall automatically be revised if so requested by extended to the Existing Lender. The parties agree that, subject Extended Closing Date; or (2) terminate this Agreement and the Escrow pursuant to the provisions of subparagraph (bSection 8.5(a) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% hereof. Upon Buyer’s receipt of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafterEstoppel Certificates, the "SELLER'S ESTOPPEL CERTIFICATE"provisions set forth in Sections 5.1(g)(i) and the statements of Seller contained therein (ii) shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateapply.
Appears in 1 contract
Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Pacific Office Properties Trust, Inc.)
Tenant Estoppel Certificates. (a) Seller agrees shall use commercially reasonable efforts to obtain estoppel certificates directly from each and after receipt every tenant of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing LenderProject. The parties agree that, subject to the provisions of subparagraph (b) below, it It shall be a condition to Purchaser's of Buyer’s obligation to close under this Agreement title hereunder that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than at least five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided howeverClosing, Seller shall have delivered executed and currently dated (no earlier than thirty (30) days prior to the scheduled Closing Date) estoppel certificates in material conformance with the form attached hereto as Exhibit 8.1(a)-Tenant Estoppel Certificate from (i) each Major Tenant (defined below), and (ii) from tenants whose leases together with the leases of the Major Tenants represent at least eighty-two and one half percent (82½ %) of the aggregate rental revenue of the Project determined on an annualized basis. Notwithstanding the immediately preceding sentence, Seller may deliver a Seller’s estoppel certificate (“Seller Estoppel”) in the form attached hereto as Exhibit 8.1(b)-Seller Estoppel Certificate for any tenant (other than any Major Tenant) not providing an estoppel certificate directly, provided that Seller Estoppels may not be obligated delivered for leases representing more than five percent (5%) of the aggregate rental revenue of the Project such that the sum of the amount of the aggregate rental revenue of the Project covered by estoppel certificates delivered by Tenants and covered by the Seller’s estoppels shall be at least equal to pay tenants eighty-two and one half percent (82½ %) of the aggregate rental revenue of the Project determined on an annualized basis, in order which case the required tenant estoppels will be deemed to do sohave been obtained. “Major Tenants” means each of the United States General Services Administration (“GSA”), Clear Channel Broadcasting, Xxxx Media, Young & Rubicam, Inc., United Health Services, and Motorola, Inc. Estoppel certificates received by Buyer shall be deemed acceptable unless Buyer objects to such estoppel certificate upon the earlier of: (i) five (5) business days of actual receipt or (ii) Closing. Notwithstanding the foregoing, if at Closing a tenant’s lease provides for a different standard for an estoppel certificate, delivery of an estoppel in compliance therewith by Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate shall be deemed compliance herewith with respect to tenants occupying up to an additional 15% of such tenant estoppel. Buyer further hereby agrees that knowledge qualifications by the rentable area of the Property tenant regarding landlord’s actions under subsections (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE"g) and the statements of Seller contained therein (h) shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from be deemed acceptable modifications to a tenant for whom Seller delivered a Seller's Estoppel Certificateestoppel certificate.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Parkway Properties Inc)
Tenant Estoppel Certificates. Seller shall use reasonable efforts (abut shall not be obligated to provide a tenant with monetary compensation) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants cause each tenant of the Property a request for to provide Buyer with an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by hereto as Schedule G. Seller shall deliver the Existing Lender. The parties agree that, subject estoppel certificates to the provisions tenants for execution on or before the date which is five (5) days after the date of subparagraph (b) below, it shall be a condition to Purchaserthis Agreement. Buyer's obligation to close obligations under this Agreement that are conditioned upon its receipt of an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business attached hereto as Schedule G five days prior to the Closing Dateend of the Review Period from the following tenants: AMC, Home Depot and LA Fitness Club (individually, each a "Major Tenant") and with respect to other tenants occupying not less than seventy five percent (75~) of the net rentable square footage of the Property which is not leased to a Major Tenant. Buyer shall have the right to approve or disapprove an estoppel certificate, in Buyer's sole and absolute discretion. Buyer shall be delivered conclusively deemed to Purchaser no later than five have accepted the executed estoppel certificates with respect to any tenant at the Property if Buyer has failed to object in writing to Seller with respect to such certificate on or before the expiration of three (53) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% after receipt of the rentable area estoppel certificate. If Buyer disapproves an estoppel certificate, Buyer shall provide Seller with a written explanation of the Property, including all tenants occupying at least a full floor or more reason for its disapproval. Within three (3) business days after receipt of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided howeverBuyer's written notice of disapproval, Seller shall not have the right to elect to remedy the objection of Buyer to such certificate. Seller's remedy shall be obligated acceptable to pay tenants Buyer, in order Buyer's sole and absolute discretion. Seller shall have no obligation to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% remedy an objection of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up Buyer to an additional 15% of estoppel certificate, but Seller shall cooperate with Buyer in attempting to cause the rentable area of tenant that provided the Property unacceptable estoppel certificate to provide an acceptable estoppel certificate. If Seller does not elect to remedy Buyer's objection to any estoppel certificate, Buyer shall have the right to terminate this Agreement without liability to either party (substantially except as set forth in the form of EXHIBIT D or in the form required by a tenant's LeaseSection 4.4, appropriately modified to reflect that they are certificates of Seller 5.2(b) and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE"9.6 hereof) and the statements of Seller Xxxxxxx Money Deposit shall be returned to Buyer. The foregoing conditions contained therein shall survive in this Article IV.A are intended solely for the Closing until the earlier of (a) one hundred benefit of, and eighty (180) days after Closingmay be waived by, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel CertificateBuyer.
Appears in 1 contract
Samples: Credit Agreement (Price Reit Inc)
Tenant Estoppel Certificates. One (a1) Seller agrees from original counterpart of a Tenant Estoppel Certificate executed by (i) all tenants listed on Schedule 7.3.7 hereto (the "Key Tenants"), and after receipt (ii) tenants whose leases generate not less than sixty (60%) of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants rental income of the Property derived from tenants other than the Key Tenants. Seller will request that each tenant execute a request for an estoppel certificate Tenant Estoppel Certificate in substantially the form of EXHIBIT D attached heretoExhibit F (or, which form may be revised with respect to Kohl's and Hobby Lobby, on such tenant's form, and if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's LeaseLease specifies or contemplates another form of tenant estoppel certificate, dated not earlier than ten (10) business days prior then on substantially such other specified or contemplated form). Seller shall make a reasonable effort to the Closing Date, be delivered obtain and deliver copies of such tenant estoppel certificates to Purchaser no later than five (5) business days before Closing from tenants under prior to the Leases occupyingClosing. In order to be acceptable for purposes of satisfying the terms of this Section 7.3.7, the tenant estoppel certificates delivered to Purchaser (1) shall not be dated earlier than July 25, 2014, (2) shall have all blanks completed or marked not applicable, as appropriate, (3) shall have all exhibits completed and attached, as applicable, and (4) shall not (x) contain any assertions adverse or contrary to the provisions of the Lease, or (y) indicate any material landlord default that has not been cured. Notwithstanding anything to the contrary set forth herein, Purchaser acknowledges that the executed estoppel certificates listed on Exhibit L attached hereto -15- that have been delivered by Seller to Purchaser prior to the Effective Date are acceptable to Purchaser for purposes of this Section 7.3.7. Purchaser acknowledges that the form of estoppel certificate attached hereto as Exhibit F includes information and statements in excess of what is required in the aggregatestandard estoppel provision in Seller's form lease and Purchaser agrees that an executed estoppel shall be deemed acceptable for purposes of this Section 7.3.7 even if such additional statements are deleted or modified, not less than 75% so long as the items in clause (1) through (4) of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), immediately preceding sentence are satisfied. Seller agrees to use good faith efforts forward a copy of any executed estoppel received by Seller from a tenant to obtain such Tenant EstoppelsPurchaser within three (3) business days after Seller's receipt of same. If Purchaser does not object in writing (which may be via email) to an executed estoppel within three (3) business days after receiving same, provided however, the executed estoppel will be deemed acceptable for purposes of satisfying the condition in this Section 7.3.7. Seller shall not be obligated to pay tenants expend any funds in order connection with obtaining any such tenant estoppel certificates, and the failure of Seller to do soobtain any such tenant estoppel certificates shall not be a breach or default hereunder. Notwithstanding If Seller is not able to obtain a sufficient number of acceptable tenant estoppel certificates to satisfy the foregoingthreshold in clause (ii) above, if at Closing such requirement may be satisfied by Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, providing a certificate executed by Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying for up to an additional 15% two (2) leases (other than the leases of the rentable area of the Property (substantially Key Tenants) in the form of EXHIBIT D Exhibit I attached hereto (a "Seller Certificate"). If Seller is unable to deliver the tenant estoppel certificates or Seller Certificates referred to in the form required by a tenantthis Section 7.3.7, then Purchaser's Lease, appropriately modified sole remedies and recourse shall be limited to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of either (a) one hundred waiving the requirement for the tenant estoppel certificates in question and eighty proceeding to Closing without reduction of the Purchase Price, (180b) adjourning the Closing Date for a period of up to twenty (20) days after Closingby giving written notice to Seller in order to allow Seller additional time to obtain such tenant estoppel certificates, or (bc) terminating this Agreement by delivering written notification to Seller prior to the date Purchaser obtains Closing Date, in which event this Agreement shall be terminated as provided for in Section 7.2. Notwithstanding anything to the contrary set forth herein, if the Closing is extended for any reason, Seller shall not be required to obtain (and it shall not be a condition precedent to Purchaser's obligation to close that Seller obtain) updated estoppel certificates. Notwithstanding anything to the contrary set forth herein, Seller shall not be required to obtain an estoppel certificate for the Men's Wearhouse Lease or any new Lease entered into after the Effective Date, and any such Leases shall be excluded from a tenant for whom Seller delivered a Seller's Estoppel Certificatethe calculation of the estoppel threshold in clause (ii) above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cole Credit Property Trust V, Inc.)
Tenant Estoppel Certificates. Receipt by Buyer prior to Closing of tenant estoppel certificates addressed to Buyer, executed by Tenants with respect to such Tenants’ Leases, and dated no earlier than sixty (60) days prior to Closing, representing at least seventy-five percent (75%) of the occupied rentable area of the Improvements, which shall include the Required Estoppels (defined below) (the “Required Estoppel Percentage”), substantially in the form attached hereto as Exhibit G (“Tenant Estoppel Certificates”); provided, however, that (a) Seller agrees from and after receipt if the form of the Assumption Approval as set forth Tenant Estoppel Certificate attached hereto requests information in Section 9.1 and provided addition to or different than that required to be given pursuant to a Tenant’s Lease, this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request condition will be satisfied for such Tenant if such Tenant executes an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject required pursuant to the provisions of subparagraph such Tenant’s Lease and (b) below, it shall be Buyer agrees to accept a condition “Seller Estoppel Certificate” (as hereinafter defined) in lieu of a Tenant Estoppel Certificate for up to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than (but no more than) ten percent (10%) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the occupied rentable area of the Property, including all tenants occupying at least a full floor or more of space Improvements (a "TENANT ESTOPPEL"), the “Seller agrees Estoppel Maximum”) in order to use good faith efforts to obtain such Tenant Estoppelsachieve the Required Estoppel Percentage, provided however, that Seller shall not be entitled to deliver Seller Estoppel Certificates in lieu of any of the Required Estoppels. “Required Estoppels” means Tenant Estoppel Certificates for the following Tenants: Command Logistics Services, Inc., Union Supply Company and Maran, Inc. The foregoing condition precedent to deliver Tenant Estoppel Certificates and/or Seller Estoppel Certificates (up to the Seller Estoppel Maximum) shall be referred to herein as the “Tenant Estoppel Condition.” Seller shall use reasonable efforts (but without obligation to incur any cost or expense or institute any legal action) to obtain and deliver such Tenant Estoppel Certificates. If any Tenant Estoppel Certificate includes material adverse disclosures that were not previously disclosed in the applicable Lease, this Agreement or any other document delivered to Buyer prior to the expiration of the Due Diligence Period (each, a “Noncomplying Tenant Estoppel Certificate”), then Buyer shall have the right to object to such Noncomplying Tenant Estoppel Certificate. If Buyer fails to deliver written notice to Seller setting forth Buyer’s objections to any Noncomplying Tenant Estoppel Certificate within two (2) business days after Buyer’s receipt thereof (which may be submitted to Buyer in either the form proposed to be executed by such Tenant or as executed by such Tenant, and which, notwithstanding Paragraph 20, may be delivered to Buyer via electronic mail), then Buyer shall be conclusively deemed to have approved such Noncomplying Tenant Estoppel Certificate. For any Tenant from whom Seller is unable to obtain such a Tenant Estoppel Certificate, Seller may, but shall not be obligated to, deliver to pay tenants Buyer and Buyer shall accept (up to the Seller Estoppel Maximum) a certificate from Seller with respect to such Tenant and such Tenant’s Lease (“Seller Estoppel Certificate”) stating as of the date delivered (1) to Seller’s actual knowledge, neither Seller nor the Tenant is in order default under the Lease except for the defaults specified in the Seller Estoppel Certificate, (2) the date through which base rent under the Lease has been paid, (3) the documents constituting the Lease and that, to do soSeller’s actual knowledge, the Lease is in full force and effect and has not been supplemented or amended except as set forth in such Lease documents, and (4) the amount of the security deposit held by Seller for such Tenant. Notwithstanding the foregoingIf, if at Closing after Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate Estoppel Certificate with respect to tenants occupying up a Tenant, Buyer receives a Tenant Estoppel Certificate executed by such Tenant, the Seller Estoppel Certificate with respect to an additional 15% such Tenant shall be of no force or effect and Seller shall have no liability or obligation to Buyer on account thereof. The provisions of this Agreement limiting the survival of Seller’s representations and warranties and limiting Buyer’s recovery on account of any breach thereof shall apply to the statements contained in all Seller Estoppel Certificates as if they were representations and warranties set forth in Paragraph 9(b) of this Agreement. If the Tenant Estoppel Condition has not been satisfied as of the rentable area date which is two (2) business days immediately preceding the “Scheduled Closing Date” (as hereinafter defined), then either Buyer or Seller may, by notice to the other party given on or before the date that is the Scheduled Closing Date (but only once during the term of this Agreement), elect to extend the Property Scheduled Closing Date for a period not to exceed thirty (substantially 30) days in order for Seller to continue its efforts to obtain the form of EXHIBIT D or necessary Tenant Estoppel Certificates, in which event the form required by a tenant's Lease, appropriately modified to reflect Scheduled Closing Date shall be the date that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until is the earlier of (ai) one hundred and eighty thirty (18030) days after Closing, or following the Scheduled Closing Date and (bii) three (3) business days following the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's on which either party gives notice to the other that the Tenant Estoppel CertificateCondition has been satisfied or waived in accordance with Paragraph 3(d).
Appears in 1 contract
Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Rexford Industrial Realty, Inc.)
Tenant Estoppel Certificates. (a) Seller agrees to request from and after receipt each of the Assumption Approval Tenants and agrees to use commercially reasonable efforts (without any obligation on Seller’s part to expend any funds) to obtain from each of the Tenants a signed estoppel certificate in the form attached hereto as set forth Exhibit D, as such form may be modified in Section 9.1 and provided this Agreement is in full force and effectorder to comply with the requirements of the particular Lease from that Tenant (the “Tenant Estoppel Certificates”); provided, however, Seller shall be required to deliver to Buyer within five (5) business days after being requested by Purchaser prior to do soClosing, to deliver to all tenants an executed Tenant Estoppel Certificate from each of the Property a request for an estoppel certificate in following Tenants (the form of EXHIBIT D attached hereto“Major Tenants”): (i) Rivicor, which form may be revised if so requested by Inc., (ii) The County Line Riverwalk, Inc. (iii) Howl at the Existing LenderMoon-San Antonio, Inc. and (iv) Hard Rock Café International (S.A.), Inc. Seller agrees to commence its efforts to obtain Tenant Estoppel Certificates within one (1) day after the Due Diligence Deadline. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days Buyer will make no attempts prior to the Closing Date (defined below) to obtain Tenant Estoppel Certificates or otherwise violate the confidentiality requirements of Section 23 below. In the event Seller is unable to obtain Tenant Estoppel Certificates from any of the Tenants (other than the Major Tenants, which Tenant Estoppel Certificates are required) by the Closing Date, be delivered then: (i) Seller shall deliver to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, Buyer a Landlord’s Estoppel Certificate in the aggregateform attached hereto as Exhibit E for each such Tenant, not less than 75% and (ii) Buyer shall accept such Landlord Estoppel Certificates in substitution for the Tenant Estoppel Certificates. In the event Seller or Buyer subsequently obtains any of the rentable area of outstanding Tenant Estoppel Certificates, then such certificate(s) shall replace and supersede the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"respective Landlord Estoppel Certificate(s), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, and Seller shall not immediately be obligated released from any liability that might otherwise arise from such Landlord Estoppel Certificate(s). Buyer acknowledges and agrees that Seller shall have no duty or obligation to pay tenants in order to do so. Notwithstanding update Buyer after the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up any facts that may arise with respect to an additional 15% any Landlord’s Estoppel Certificate after the Closing Date. The provisions of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein this paragraph shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Amreit)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property shall request a request for an tenant estoppel certificate in the form of EXHIBIT D Exhibit "9" attached heretohereto (or in the form attached to a particular Tenant's Lease) (the "Estoppel Certificate") from each of the Tenants at the Property, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, provided that it shall only be a condition precedent to Purchaser's obligation to close under this Agreement hereunder that an estoppel certificate either substantially in on or before the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten date which is two (102) business days prior to the Closing Date (the "Estoppel Delivery Date"), as the same may be extended, Seller shall have delivered to Purchaser no later than five Estoppel Certificates from (5i) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space Belkin International (a "TENANT ESTOPPELBelkin"), Seller agrees to use good faith efforts to obtain such (ii) University of Southern California ("USC") and (iii) International Corporation for Assigned Names and Numbers, (collectively, the "Required Estoppels"). Any Tenant Estoppels, provided however, Seller shall executed Estoppel Certificate not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or Exhibit "9", but in a form consistent with that attached to an applicable Lease, shall be deemed to have satisfied the terms of this Section 10(d)(v), provided, however, that Purchaser shall have the right to disapprove any Estoppel Certificate (whether in the form required by attached hereto as Exhibit "9" or otherwise in a tenant's form consistent with that attached to an applicable Lease, appropriately modified to reflect that they are certificates ) within two (2) business days of Seller and made to Seller's knowledge; hereinafterdelivery of an executed Estoppel Certificate to Purchaser, to the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of extent such Estoppel Certificate (a) one hundred and eighty (180) days after Closingdiscloses or claims the existence of any material default by Landlord which was not disclosed on the Property due diligence website established by CBRE or otherwise disclosed in writing by Seller or its agents to Purchaser prior to the Effective Date, or (b) discloses material inconsistencies between the date Estoppel Certificate and the economic and other terms of a Lease reflected in the applicable Lease or other information made available to Purchaser, which inconsistencies have a material adverse impact on landlord's rights under the applicable Lease. Any Required Estoppel disapproved by Purchaser obtains an estoppel certificate from a tenant for whom pursuant to the immediately preceding sentence shall not be deemed to satisfy the condition set forth in this Section 10(d)(v). In the event Seller delivered a is unable to obtain the Required Estoppels by the Estoppel Delivery Date, then subject to Seller's Estoppel Certificateright to extend the Closing Date as set forth in Section 10(e) below, such failure shall not be a default by Seller but Purchaser may, subject to Seller's extension right in Section 10(e) below, elect to (i) terminate the Agreement and Escrow pursuant to Section 10(e) and receive the return of the Deposit, or (ii) waive such condition and proceed to the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hines Global REIT, Inc.)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt Receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, certificates dated not earlier more than ten (10) business 60 days prior to the Closing Date, or not more than 90 days prior to the Closing Date if the same is extended pursuant to Paragraph 5 of this Agreement, from a sufficient number those certain tenants in the mall shop premises at the Property having lease terms equal to or in excess of one year so that estoppel certificates from such tenants shall be received with respect to not less than 80% of the gross leased area, in the aggregate (which shall include estoppel certificates from all such tenants individually occupying over 10,000 square feet of space in the Property), covered by such leases respecting the mall shop premises at the Property in effect as of the date hereof, is a condition precedent to Buyer's obligation to purchase the Property hereunder. Estoppel certificate from each such tenant shall be substantially in the form of Exhibit "E-1" attached hereto and made a part hereof; provided, however, with respect to the any major national tenant, the applicable estoppel certificate may be in the standard form otherwise required by such entity or, if applicable tenant lease prescribes the content or required form of estoppel certificate, then such content or required form shall be deemed acceptable. In addition, those provisions of the applicable estoppel certificates respecting defaults, defenses, disputes, claims, offsets, abatements, concessions and recaptures against rent or other charges may be limited to the knowledge of the applicable tenant. Seller's shall be obligated to utilize reasonable efforts to obtain such estoppel certificates (such reasonable efforts obligation not including any obligation to institute legal proceedings or to expend any monies therefor, other than for minor administrative charges, whether imposed by tenants or incurred by Seller or imposed on Seller pursuant to an applicable lease). Buyer shall have the option to waive the condition precedent set forth herein by notice to Seller (whereupon such condition will be deemed satisfied). In the event that prior to the Closing Date such condition is not satisfied (or waived as aforesaid), the obligations of Seller to sell, and Buyer to purchase, the Property hereunder shall terminate. Notwithstanding anything to the contrary in this Agreement, in the event Seller is unable to obtain an estoppel certificate from any particular tenant of the Property, Seller shall have the right (but not the obligation) to deliver to Buyer on the Closing Date a certificate (the "Seller Tenant Certificate") in the applicable form attached as Exhibit "E- 2" executed by Seller, certifying that the information set forth in the estoppel certificate prepared for such tenant, to "Seller's knowledge" (as defined in subparagraph 7B), is correct in all material respects, and in such event, Seller shall be deemed to have delivered an estoppel certificate with respect to Purchaser no later than five (5) business days before Closing from tenants such tenant for purposes of satisfying the condition under the Leases occupyingthis subparagraph 4E, provided that Buyer shall not be obligated to accept Seller Tenant Certificates covering, in the aggregate, not less more than 75% forty percent (40%) of the rentable of the gross leased area of the Property, including all tenants occupying at least a full floor or more . Any Seller Tenant Certificate shall be subject to the limitations set forth in subparagraph 7C and subparagraph 9B of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided howeverthis Agreement. In addition, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels released from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate any liability with respect to tenants occupying up any Seller Tenant Certificate upon the delivery to an additional 15% Buyer of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a the tenant for whom which Seller has delivered a Seller's Estoppel such Seller Tenant Certificate (but only to the extent such estoppel certificate is consistent with such Seller Tenant Certificate).
Appears in 1 contract
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt Section 10.3 of the Assumption Approval Agreement of Sale is deleted and is replaced with the following: “Prior to the Closing Date, Seller shall furnish to Purchaser an estoppel certificate (dated not more than fifteen (15) days prior to Closing) completed by each Tenant on the form attached hereto and incorporated herein as Exhibit C (the “Tenant Estoppels”), or such other form as may be expressly permitted under the terms of any Tenant’s Lease. Seller shall use its best efforts to obtain and deliver the Tenant Estoppels. Tenant Estoppels shall only be acceptable and delivered in satisfaction of this Section 10.3 if there has been no material deviation, in Purchaser’s sole judgment, from the applicable form required hereunder and the information set forth in Section 9.1 and each such Tenant Estoppel is consistent with the information provided this Agreement is to Purchaser in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants connection with Purchaser’s inspection of the Property a request for an estoppel certificate in Property. Notwithstanding the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) belowforegoing, it shall be a condition to Purchaser's obligation to close under Closing that all of the following requirements are satisfied: (i) Seller obtains Tenant Estoppels which satisfy the provisions of this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than Section 10.3 from at least five (5) business days before Closing of the following seven (7) tenants at the Property: BAX Global (Building 1), Expeditors International (Building 6), Federal Express (Building 13), Wxxxxxxxx American (Building 15), Almar International (Building 16), Arrowmail (Building 17) and Great Spring Water (Perrier Building); and (ii) Seller obtains Tenant Estoppels which satisfy the provisions of this Section 10.3 from tenants under such other Tenants as are necessary to obtain, together with the Leases occupyingTenant Estoppels identified in clause (i) above, Tenant Estoppels from Tenants which in the aggregate, not less than 75% aggregate occupy at least sixty-five percent (65%) of the rentable area of all improvements constituting the PropertyProperty excluding Building 4; and (iii) Seller deliver to Purchaser an estoppel certificate executed by Seller (the “Seller Estoppels”) with respect to the balance of the Leases for which an acceptable Tenant Estoppel is not received, including all tenants occupying at least a full floor or more which Seller Estoppels shall be in form and substance similar to the form of space Tenant Estoppel attached hereto as Exhibit C. Notwithstanding any of the foregoing to the contrary, in the event Seller fails to satisfy the requirements set forth in clauses (a "TENANT ESTOPPEL")i) and (ii) above, Seller agrees Purchaser shall have the right to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants extend the Closing in order to do sopermit Seller to satisfy such requirements, but in no event beyond December 15, 2003. Notwithstanding Seller shall continue to use reasonable efforts after Closing to deliver any missing Tenant Estoppel for which Seller delivered a Seller Estoppel hereunder. In the foregoingevent that a Tenant provides Purchaser with a Tenant Estoppel for which Seller has given Purchaser a Seller Estoppel, if at Closing Seller delivers Purchaser shall retain and rely on such Tenant Estoppels Estoppel, and the Seller Estoppel given for such Lease will be of no further force and effect from tenants occupying at least 60% of and after the rentable area of the Property, Seller may execute and deliver date on which such Tenant Estoppel is delivered to Purchaser, at Closing, its own certificate with respect but only to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect extent that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and such Tenant Estoppel confirms the statements of made in such Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel CertificateEstoppel.”
Appears in 1 contract
Samples: Purchase and Sale Agreement (Keystone Property Trust)
Tenant Estoppel Certificates. Tenant shall, without charge therefor, at any time and from time to time, within ten (10) days after request from Landlord (but in no event more than two (2) times in any calendar year), execute, acknowledge and deliver to Landlord a written estoppel certificate (in form and contents reasonably requested by Landlord), certifying to Landlord and/or any mortgagee, assignee of a mortgagee, any master landlord or any purchaser of the Building or Demised Premises, or any other party designated by Landlord, as of the date of such estoppel certificate, as to all or such of the following matters as reasonably requested by Landlord, to the extent such matters then are the case (and if not, then stating all details to the contrary thereof), namely: (a) Seller agrees from that Tenant has unconditionally accepted and after receipt is occupying the Demised Premises covered by this Lease; (b) that the Demised Premises have been completed as required by the terms of this Lease; (c) that the Assumption Approval as set forth in Section 9.1 and provided this Agreement Lease is in full force and effect, within five and that no known Events of Default now exist thereunder; (5d) business days after that this Lease constitutes the entire agreement between Landlord and Tenant and has not been modified; (e) that the Lease Rents are now being requested by Purchaser paid on a current basis, and the date to do sowhich any Rent has been paid in advance; (f) that Landlord has fulfilled all of its duties of an inducement nature, to deliver to all tenants and neither Landlord nor Tenant is in an Event of Default under the Property a request for an estoppel certificate Lease; (g) that in the form event the Tenant receives written notice from Landlord’s mortgagee stating that a default has occurred under its deed of EXHIBIT D attached heretotrust loan, and that the mortgagee requires payment of rent to it, then the Tenant will thereafter remit all Rent payments as directed and to the address set forth in such written notice; (h) that there are no off-sets or credits against Rents, and Rents have not been prepaid more than thirty (30) days in advance; (i) that Tenant has received no notice of a prior assignment, or pledge of Rents, under this Lease; (j) complete details of any matters of which Tenant has knowledge or which Tenant claims, which form may be revised if so requested by the Existing Lender. The parties agree that, subject are contrary to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially statements contained in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of clauses (a) one hundred through (f) inclusive, (h) and eighty (180i) days after Closing, or of this Section; (bk) the date Purchaser obtains commencement and expiration dates of the then operation term hereof, and of any then exercised renewal terms; such other matters concerning this Lease, the parties hereto and/or the Demised Premises as Landlord may reasonably request; and (m) that Tenant understands such Estoppel Certificate is being relied on by the mortgage lender or purchaser requesting same as an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateinducement to its loan or purchase.
Appears in 1 contract
Samples: Lease (Senseonics Holdings, Inc.)
Tenant Estoppel Certificates. (a) Seller agrees from shall make a reasonable effort to obtain and after receipt deliver to Buyer at or prior to the Closing a Tenant Estoppel Certificate mutually agreed to by Seller and Buyer with respect to each of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effectLeases, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested duly executed by the Existing Lender. The parties agree that, subject to the provisions of subparagraph Tenant thereunder and dated within ninety (b90) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business calendar days prior to the Closing Date. If, be delivered however, Seller is unable to Purchaser no later than five (5) business days before obtain and deliver to Buyer at or prior to the Closing from tenants under the Leases occupying, in the aggregate, not less than Tenant Estoppel Certificates with respect to at least 75% of the rentable gross leasable area subject to the category of Leases defined as being "Certificate Related Leases" below, or, at Seller's option, to deliver to Buyer on or before the Closing Date a certificate of Seller, addressing the items set forth in such of the Property, including all tenants occupying missing Tenant Estoppel Certificates which would have enabled Seller to meet the above standard of obtaining Tenant Estoppel Certificates with respect to at least a full floor or more seventy-five percent (75%) of space (a "TENANT ESTOPPEL"), the gross leasable area subject to Certificate Related Leases and in which Seller agrees to use good faith efforts indemnify Buyer and hold Buyer harmless from any and all losses, liabilities, claims, costs and expenses incurred by Buyer after the Closing as a result of any knowingly false statement of Seller contained in any such certificate of Seller, then Buyer shall have the right to obtain terminate this Agreement, by giving Seller written notice of such Tenant Estoppelstermination, provided howeverwhereupon Escrow Agent shall return the Xxxxxxx Money, less $100 to be paid to Seller, to Buyer, and thereafter the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination. As used herein, a "Certificate Related Lease" is any Lease which: (a) covers more than 2,000 square feet of space and (b) has a remaining primary term extending more than one year after the Closing Date. Any certificate given by Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein Certificate Related Leases shall survive the Closing until in a period of six (6) months or such earlier date on which the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from applicable tenant shall deliver a tenant for whom Seller delivered a Seller's Tenant Estoppel CertificateCertificate to Buyer.
Appears in 1 contract
Samples: Agreement for Purchase And (Nylife Realty Income Partners I L P)
Tenant Estoppel Certificates. (a) On or before the Estoppel Delivery Deadline, Seller agrees shall deliver to Buyer a fully completed and executed estoppel certificate from and after receipt each of the Assumption Approval Tenants (each, a “Tenant Estoppel Certificate”), each of which shall be dated effective no earlier than thirty (30) Calendar Days prior to the Closing Date. Each Tenant Estoppel Certificate shall be duly executed by the applicable Tenant thereof and each guarantor of the applicable Lease, if any. Each Tenant Estoppel Certificate shall contain substantially the same terms and be in substantially the same form and substance as set forth the form of certificate attached hereto as Exhibit “I,” and incorporated by reference herein; provided, however, that if (i) a form of estoppel certificate is attached to or otherwise prescribed in Section 9.1 an applicable Lease, (ii) if the applicable Lease provides that a particular form of estoppel certificate be used; or (iii) the Tenant is a national tenant that customarily issues its own form of estoppel certificate, such form shall be deemed to be acceptable to Buyer (so long as, in the case of clause (i) only, it is accompanied by a Landlord Estoppel Certificate and, in the case of clause (ii) only, such form contains, at a minimum, the amount of rental payments, the square footage covered by the Lease, a statement as to such Tenant’s knowledge of any existing defaults, a statement that the Tenant has unconditionally accepted the leased premises and provided this Agreement commenced paying rent as of a specified date, a statement concerning the formula or methodology for calculating Tenant’s proportionate share of CAM, insurance, taxes and other reimbursements, the expiration date of the Lease, the existence of any renewal, expansion, or first refusal rights, the amount of any security deposit, a definitive list of any remaining obligations to be performed by the Landlord and commercially reasonable subordination, non-disturbance and attornment provisions). Notwithstanding the foregoing, nothing contained herein shall limit Buyer’s right to review and approve or disapprove of all matters relating to the Leases (including the form of estoppels prescribed therein) during the Due Diligence Period In the event Seller is in full force able to obtain Tenant Estoppel Certificates from: (I) all of the Major Tenants; and effect(II) Tenants representing the Minimum Tenant Square Footage Requirement, within five (5) business days after being requested by Purchaser on or before the Estoppel Delivery Deadline, but Seller is not able to do soobtain Tenant Estoppel Certificates from all of the Tenants, to then Seller shall deliver to all tenants of Buyer, prior to the Property Estoppel Delivery Deadline, a request for an landlord estoppel certificate in the form of EXHIBIT D Exhibit “J,” attached heretohereto and incorporated herein by reference (each, a “Landlord Estoppel Certificate”), with respect to each Lease for which form may be revised a Tenant Estoppel Certificate has not been obtained in lieu of the Tenant Estoppel Certificate for such Lease. If Seller has not timely delivered a Tenant Estoppel Certificate from those Tenants representing the Minimum Tenant Square Footage Requirement, or alternatively, if so requested by Seller has timely delivered a Tenant Estoppel Certificate from those Tenants representing the Existing Lender. The parties agree thatMinimum Tenant Square Footage Requirement, subject but has not provided a Tenant Estoppel Certificate nor provided a Landlord Estoppel Certificate to Buyer with respect to any remaining Lease before the Estoppel Delivery Deadline, then the provisions of subparagraph (bSection 8.5(a) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificategovern.
Appears in 1 contract
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier Not later than ten (10) business days after the mutual execution and delivery of this Agreement, Sellers shall request estoppel certificates (“Tenant Estoppel Certificates”) from each of the tenants occupying space at each Project Asset. It shall be a condition precedent to Purchaser’s obligation to purchase the Project Assets that Tenant Estoppel Certificates shall have been received with respect to not less than (i) one hundred percent (100%) of the total net rentable square footage of the Fremont Project Asset and (ii) eighty percent (80%) of the total net rentable square footage of the Pinole Point Project Asset, in each case covered by the Leases in effect at such Project Asset as of the Closing Date (collectively, the “Estoppel Threshold”), and that Tenant Estoppel Certificates have been received from the following tenants (the “Required Estoppels”): Super Micro Computer, Inc. (“Super M”), Xxxx Xxxxxxx, Inc. (“Xxxx R”), and Bio-Rad Laboratories, Inc. (collectively, the “Major Tenants”). Sellers shall use commercially reasonable efforts (and, as used in this Agreement with respect to Sellers’ efforts, 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 Certificates, which certificates shall be (1) substantially in the form attached hereto as Exhibits B-1 through Exhibits B-5 for the following tenants, respectively, each as modified to make the statements contained therein factually correct: Broadline Medical Inc., International Delicacies, FBA Holdings, Inc., Xxxx X. and Super M, (2) in the form, if any, prescribed in the applicable Lease or other operative document for any other Tenants, and (3) except for the tenants included under subparagraph (A) or (B), in the form attached hereto as Exhibit B-6 in the event no form is proscribed in the Lease. All Tenant Estoppel Certificates shall be dated no more than thirty (30) days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Sellers may, in compliance with their obligations hereunder, deliver a Tenant Estoppels Estoppel Certificate in any form which does not materially vary from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially representations made in the form of EXHIBIT D Tenant Estoppel Certificate in Exhibit B-6 (as modified to make the statement contained therein factually correct). If any Tenant Estoppel Certificate discloses matters which (i) are materially adverse to the purchase of the Project Assets or (ii) are materially inconsistent with the Leases delivered to, or approved by, Purchaser, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period, and, in each case, are not cured or satisfied by Sellers prior to the Closing (which cure or satisfaction shall be acceptable to Purchaser in Purchaser’s reasonable discretion), then such Tenant Estoppel Certificate shall not count towards the Estoppel Threshold. Prior to delivering the Tenant Estoppel Certificates to the tenants for execution, Sellers shall prepare and deliver the same to Purchaser for Purchaser’s reasonable approval. If Purchaser fails to notify Sellers in writing of Purchaser’s approval or reasonable disapproval (with detailed proposed revisions that will be acceptable to Purchaser) of any Tenant Estoppel Certificate submitted by the Applicable Seller within three (3) Business Days after Purchaser’s receipt thereof, then Purchaser shall be deemed to have approved the applicable Tenant Estoppel Certificates for submittal to the applicable tenant. Once a Tenant Estoppel Certificate has been executed by any tenant, Sellers shall submit such Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to such Tenant Estoppel Certificate not later than three (3) Business Days following actual receipt. The failure of Sellers to satisfy the Estoppel Threshold and/or to deliver the Required Estoppels shall not be a breach or default by Sellers under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive some or all of the requirements regarding Tenant Estoppel Certificates and accept the Tenant Estoppel Certificates that have been delivered and proceed to the Closing on the Scheduled Closing Date, or (ii) terminate this Agreement by written notice delivered to Sellers (in which event Escrowee shall return the Initial Deposit, and the Additional Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Notwithstanding anything contained in this Agreement to the contrary, if Sellers are unable to obtain a Tenant Estoppel Certificate from any particular tenant under any Lease other than a Major Tenant, then the Applicable Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form required attached hereto as Exhibit C, executed by a tenant's Leasethe Applicable Seller, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafterin such event, the "SELLER'S ESTOPPEL CERTIFICATE"Applicable Seller shall be deemed to have delivered a Tenant Estoppel Certificate with respect to such tenant for purposes of satisfying the condition under this Section 4.3. Sellers shall not have the right to deliver a Seller’s Estoppel Certificate in lieu of a Tenant Estoppel Certificate for any Major Tenant. The Applicable Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) and the statements of Seller contained therein shall survive nine (9) months following the Closing until the earlier of Date and (a) one hundred and eighty (180) days after Closing, or (bii) the date of delivery to Purchaser obtains an estoppel certificate from of a Tenant Estoppel Certificate executed by the tenant for whom which the Applicable Seller has delivered a such Seller's ’s Estoppel Certificate. Promptly following Purchaser’s request, Sellers shall request Subordination, Non-Disturbance and Attornment Agreements (“SNDA5”) in a form provided by Purchaser from each of the Tenants occupying space at the Project Assets. Sellers shall have no other obligations with respect to the SNDAs; and the receipt of SNDAs shall not be a condition to Closing for Purchaser’s benefit under this Agreement.
Appears in 1 contract
Tenant Estoppel Certificates. (a) On or before the Estoppel Delivery Deadline, Seller agrees shall use commercially reasonable efforts to deliver to Buyer a fully completed and executed estoppel certificate from and after receipt each of the Assumption Approval Tenants (each, a “Tenant Estoppel Certificate”), each of which shall be dated effective no earlier than the expiration of the Investigation Period. Each Tenant Estoppel Certificate shall be duly executed by the applicable Tenant thereof. Each Tenant Estoppel Certificate shall contain substantially the same terms and be in substantially the same form and substance as the form of certificate attached hereto as Exhibit “I,” and incorporated by reference herein; provided, however, that if any Tenant is required or permitted under the terms of its Lease to provide less information or to otherwise make different statements in a certification of such nature than are set forth on Exhibit “I”, then Buyer shall accept any modifications made to such form of estoppel certificate to the extent that such changes are consistent with the minimum requirements set forth in Section 9.1 such Tenant’s Lease. In the event Seller is able to obtain Tenant Estoppel Certificates from: (I) all of the Major Tenants, and provided this Agreement (II) Shop Tenants representing the Minimum Tenant Square Footage Requirement; on or before the Estoppel Delivery Deadline, but Seller is in full force and effectnot able to obtain Tenant Estoppel Certificates from all of the Shop Tenants on or before the Estoppel Delivery Deadline, within five (5) business days after being requested by Purchaser to do sothen Seller may, to but shall not be obligated to, deliver to all tenants of Buyer, prior to the Property Estoppel Delivery Deadline, a request for an landlord estoppel certificate in the form of EXHIBIT D Exhibit “J,” attached heretohereto and incorporated herein by reference (each, a “Landlord Estoppel Certificate”), with respect to each Lease with a Shop Tenant for which form a Tenant Estoppel Certificate has not been obtained in lieu of the Tenant Estoppel Certificate for such Lease. Any Landlord Estoppel Certificate delivered to Buyer shall be dated within thirty (30) Calendar Days of the Closing Date (as may be revised if so requested by the Existing Lenderextended as provided for herein). The parties agree thatstatements made by a Seller in any Landlord Estoppel Certificate shall be deemed to be representations and warranties of such Seller contained in this Agreement to the same extent, and with the same effect, as if such representations and warranties were set forth in Article 9 of this Agreement, provided such statements as representations and warranties shall not be subject to the Survival Period, the Floor or the Cap. Notwithstanding anything contained herein to the contrary, in the event Seller delivers a Landlord Estoppel Certificate to Buyer and at any time thereafter (whether before or after Closing) Seller or Buyer obtains a Tenant Estoppel Certificate that is reasonably acceptable to Buyer in accordance with the provisions of Section 5.1(h)(ii) below which corresponds to a delivered Landlord Estoppel Certificate (a “Corresponding Tenant Estoppel”), then such Corresponding Tenant Estoppel shall be substituted for the corresponding Landlord Estoppel Certificate and, upon Buyer’s receipt and approval of such Corresponding Tenant Estoppel, the corresponding Landlord Estoppel Certificate shall automatically become null and void and be of no further force or effect and Seller shall have no liability therefor. If Seller has not timely delivered a Tenant Estoppel Certificate from all of the Major Tenants on or before the Estoppel Delivery Deadline and/or if Seller has not timely delivered a Tenant Estoppel Certificate from those Shop Tenants representing the Minimum Tenant Square Footage Requirement on or before the Estoppel Delivery Deadline, then Seller shall not be deemed to be in default of this Agreement as a result thereof and Buyer shall have the right to terminate this Agreement pursuant to the provisions of subparagraph (bSection 8.5(a) belowhereof. Furthermore, it shall be if Seller has timely delivered a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing Tenant Estoppel Certificate from tenants under the Leases occupying, in the aggregate, not less than 75% all of the rentable area of Major Tenants and from those Shop Tenants representing the PropertyMinimum Tenant Square Footage Requirement on or before the Estoppel Delivery Deadline, including all tenants occupying at least but has not provided a full floor Tenant Estoppel Certificate nor provided a Landlord Estoppel Certificate to Buyer with respect to any remaining Shop Tenant’s Lease on or more of space (a "TENANT ESTOPPEL")before the Estoppel Delivery Deadline, Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, then Seller shall not be obligated deemed to pay tenants be in order default of this Agreement as a result thereof and Buyer shall have the right to do so. Notwithstanding terminate this Agreement pursuant to the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% provisions of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE"Section 8.5(a) and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatehereof.
Appears in 1 contract
Tenant Estoppel Certificates. Tenant shall, without charge therefor, at any time and from time to time, within ten (10) days after request from Landlord (but in no event more than two (2) times in any calendar year), execute, acknowledge and deliver to Landlord a written estoppel certificate (in form and contents reasonably requested by Landlord), certifying to Landlord and/or any mortgagee, assignee of a mortgagee, any master landlord or any purchaser of the Building or Demised Premises, or any other party designated by Landlord, as of the date of such estoppel certificate, as to all or such of the following matters as reasonably requested by Landlord, to the extent such matters then are the case (and if not, then stating all details to the contrary thereof), namely: (a) Seller agrees from that Tenant has accepted and after receipt is occupying the Demised Premises covered by this Lease; (b) that the Demised Premises have been completed as required by the terms of this Lease; (c) that the Assumption Approval as set forth in Section 9.1 and provided this Agreement Lease is in full force and effect, within five and that no known Events of Default now exist thereunder; (5d) business days after that this Lease constitutes the entire agreement between Landlord and Tenant and has not been modified; (e) that the Lease Rents are now being requested by Purchaser paid on a current basis, and the date to do sowhich any Rent has been paid in advance; (f) that Landlord has fulfilled all of its duties of an inducement nature, to deliver to all tenants and neither Landlord nor Tenant is in an Event of Default under the Property a request for an estoppel certificate Lease; (g) that in the form event the Tenant receives written notice from Landlord’s mortgagee stating that a default has occurred under its deed of EXHIBIT D attached heretotrust loan, and that the mortgagee requires payment of rent to it, then the Tenant will thereafter remit all Rent payments as directed and to the address set forth in such written notice; (h) that there are no off-sets or credits against Rents, and Rents have not been prepaid more than thirty (30) days in advance; (i) that Tenant has received no notice of a prior assignment, or pledge of Rents, under this Lease; (j) complete details of any matters of which Tenant has knowledge or which Tenant claims, which form may be revised if so requested by the Existing Lender. The parties agree that, subject are contrary to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially statements contained in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of clauses (a) one hundred through (f) inclusive, (h) and eighty (180i) days after Closing, or of this Paragraph; (bk) the date Purchaser obtains commencement and expiration dates of the then operation term hereof, and of any then exercised renewal terms; (l) such other matters concerning this Lease, the parties hereto and/or the Demised Premises as Landlord may reasonably request; and (m) that Tenant understands such Estoppel Certificate is being relied on by the mortgage lender or purchaser requesting same as an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateinducement to its loan or purchase.
Appears in 1 contract
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it It shall be a condition precedent to Purchaser's Buyer’s obligation to close under this Agreement acquire the Properties hereunder that an Sellers obtain and deliver estoppel certificate either substantially in the form of EXHIBIT D or certificates (“Tenant Estoppel Certificates”), in the form required under Section 4.7.1 below, from (i) at the Eldorado Property: (A) Fabrication Technologies, Inc. (B) Solotech (USA), Inc. and (C) Specialty Color Corp., Inc., (ii) at the Cameron Property: (A) WorldPac, Inc., (B) Tellworks Communications, Inc., (C) Preferred Laminations, LLC, (D) Xxxxxx Xxxxxx, Inc. and (D) Sunbay Supplies LLC (the tenants identified in (i) and (ii) are collectively, the “Required Tenants”), (iii) tenants occupying at least seventy-five percent (75%) of the rentable square feet of the Eldorado Property, in the aggregate, actually rented to tenants of the Eldorado Property as of the Effective Date (the “Eldorado Estoppel Threshold”), and (iv) tenants occupying at least seventy percent (70%) of the rentable square feet of the Cameron Property, in the aggregate, actually rented to tenants of the Cameron Property as of the Effective Date (the “Cameron Estoppel Threshold”). The rentable square footage of space leased by a tenant's LeaseRequired Tenants shall be included in the calculation of the Eldorado Estoppel Threshold and the Cameron Estoppel Threshold, dated respectively, and the delivery of an estoppel certificate from the Required Tenants in accordance with the provisions of this Section 4.7 shall be applied towards the satisfaction of the Eldorado Estoppel Threshold and the Cameron Estoppel Threshold, respectively. If such condition is not earlier than ten satisfied (10or waived by Buyer), on or before 12:00 p.m. Pacific time on the date which is two (2) business days prior to the Closing Date (the “Estoppel Condition Deadline Date”), then (a) either Buyer or Sellers shall each have the right to extend the Estoppel Condition Deadline Date for up to fifteen (15) days after the scheduled Closing Date (the “Extended Estoppel Condition Deadline Date”) by providing written notice thereof to the other party on or before 3:00 p.m. Pacific time on the Estoppel Condition Deadline Date, be delivered in order to Purchaser no later than five allow Sellers sufficient time to satisfy this condition precedent to the Closing, and upon the timely satisfaction (5or waiver by Buyer) of such condition, the Closing shall occur two (2) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% after satisfaction of the rentable area of condition set forth in this Section 4.7 (the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"“Extended Closing Date”), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) if neither Buyer nor Sellers have timely elected to extend the date Purchaser obtains an estoppel certificate from Estoppel Condition Deadline Date and the Closing Date as provided in (a) above, then Buyer shall have the right to terminate this Agreement by written notice given prior to 5:00 p.m. Pacific time on the Estoppel Condition Deadline Date, in which case this Agreement shall terminate and Buyer shall be entitled to a tenant for whom Seller delivered refund of the Deposit (less the Independent Consideration, which shall be paid to Sellers), and no party hereto shall have any further obligation under this Agreement except under those provisions that expressly survive a Seller's Estoppel Certificatetermination of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either Tenant Estoppel Certificates substantially in the form of EXHIBIT Exhibit D or in the form required executed by a tenant's Lease"Wild Oats" and Childtime Children Center and by Tenants, dated not earlier than ten which together with Wild Oats and Childtime Children Center, represent at least ninety percent (1090%) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more square feet of space in the Improvements (a collectively, the "TENANT ESTOPPELTenant Estoppel Certificates"), ) together with Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property Estoppel Certificates (herein so called) substantially in the form of EXHIBIT Exhibit D or with respect to any Lease not covered by a Tenant Estoppel Certificate, provided that in the form required by a tenant's LeaseSeller Estoppel Certificate, appropriately modified the representation in subpart (f) (as to reflect that they are certificates of Seller Tenant defaults) and made subpart (g) shall be given to Seller's knowledge; hereinafterand as to the representation in subpart (f) regarding Landlord defaults, Seller shall represent that it has not received written notice from the "SELLER'S ESTOPPEL CERTIFICATE"Tenant and otherwise has no actual knowledge of a Landlord default under the Lease. In the event that (x) Seller is unable to deliver the requisite number of Tenant Estoppel Certificates substantially in the form of Exhibit D or (y) with respect to any Lease not covered by a Tenant Estoppel Certificate, Purchaser has knowledge of facts or disputes at variance in any material respect from those required to be certified in a Tenant Estoppel Certificate or of any alleged default under the Lease, then Purchaser may, as its sole and exclusive remedy, terminate this Agreement by written notice to Seller, whereupon the statements Earnxxx Xxxey shall be returned to Purchaser and neither party shall have any further obligations hereunder except for Surviving Obligations. Prior to any such termination, Purchaser shall give Seller written notice of any such material variance or alleged default, and Seller contained therein shall survive have the Closing until the earlier right for a period of seven (a) one hundred and eighty (1807) days after Closing, following such notice to remedy or (bcure such variation or default to Purchaser's reasonable satisfaction. Any representation made by Seller in a Seller Estoppel Certificate shall be treated as a representation made by Seller in Section 5.4(a) of the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel CertificateAgreement and shall be subject to all of the limitations provided in Section 5.4(b) of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Murray Income Properties I LTD)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt subsequent to the expiration of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, Inspection Period to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D Exhibit F attached hereto, which form provided that such estoppel for any General Services Administration (“GSA”) tenant may be revised if so requested a “lease status statement” in the form currently utilized by the Existing LenderGSA. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's ’s obligation to close title under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D Exhibit F or in the form required by a tenant's Lease’s Lease (a “Tenant Estoppel”), dated not earlier than ten forty-five (1045) business days prior to the initially scheduled Closing Date, Date be delivered to Purchaser Purchaser, from tenants occupying in the aggregate not less than eighty percent (80%) of the occupied space in the Property, including (i) Northrop Grumman (both leases), and (ii) Xxxxxx, Wornom, Hatten, & Diamonstein (the “Major Tenants”), no later than five three (53) business days before Closing from tenants Closing. Such Tenant Estoppels shall not disclose the existence of any default under the Leases occupyingreferenced therein and shall contain information that is consistent with and confirms (i) the terms of the Leases, and (ii) the information contained in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Rent Roll delivered by Seller to Purchaser. Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants expend any funds in order to do so. Notwithstanding Seller agrees that upon the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% request of Purchaser following the expiration of the rentable area of the PropertyInspection Period, Seller may execute and shall deliver to Purchaser, at Closing, its own certificate with respect to the tenants occupying up to an additional 15% of under the rentable area of the Property (substantially in Leases the form of EXHIBIT D or in the form subordination, non-disturbance and attornment agreement required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE"Purchaser’s lender (“SNDAs”) and shall request that the statements of tenants execute and return the SNDAs prior to Closing; provided, however, that it shall not be a condition to Closing that Seller contained therein deliver to Purchaser the executed SNDAs and Seller’s failure to deliver the executed SNDAs to Purchaser shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from not constitute a tenant for whom default by Seller delivered a Seller's Estoppel Certificateunder this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Real Estate Investment Trust, Inc.)
Tenant Estoppel Certificates. (a) On or before the Estoppel Delivery Deadline, Seller agrees shall deliver to Buyer a fully completed and executed estoppel certificate from and after receipt each of the Assumption Approval Tenants under Commercial Leases (each, a “Tenant Estoppel Certificate”), each of which shall be dated effective no earlier than thirty (30) Calendar Days prior to the Closing Date. Each Tenant Estoppel Certificate shall be duly executed by the applicable Tenant thereof and each guarantor of the applicable Commercial Lease, if any. Each Tenant Estoppel Certificate shall contain substantially the same terms and be in substantially the same form and substance as set forth the form of certificate attached hereto as Exhibit “I,” and incorporated by reference herein; provided, however, that if (i) a form of estoppel certificate is attached to or otherwise prescribed in Section 9.1 an applicable Commercial Lease, (ii) if the applicable Commercial Lease provides that a particular form of estoppel certificate be used; or (iii) the Tenant is a national tenant that customarily issues its own form of estoppel certificate, such form shall be deemed to be acceptable to Buyer (so long as, in the case of clause (i) only, it is accompanied by a Landlord Estoppel Certificate and, in the case of clause (ii) only, such form contains, at a minimum, the amount of rental payments, the square footage covered by the Commercial Lease, a statement as to such Tenant’s knowledge of any existing defaults, a statement that the Tenant has unconditionally accepted the leased premises and provided this Agreement commenced paying rent as of a specified date, a statement concerning the formula or methodology for calculating Tenant’s proportionate share of CAM, insurance, taxes and other reimbursements, the expiration date of the Commercial Lease, the existence of any renewal, expansion, or first refusal rights, the amount of any security deposit, a definitive list of any remaining obligations to be performed by the Landlord and commercially reasonable subordination, non-disturbance and attornment provisions). Notwithstanding the foregoing, nothing contained herein shall limit Buyer’s right to review and approve or disapprove of all matters relating to the Commercial Leases (including the form of estoppels prescribed therein) during the Due Diligence Period. In the event Seller is in full force able to obtain Tenant Estoppel Certificates from: (I) all of the Major Tenants; and effect(II) Tenants representing the Minimum Tenant Square Footage Requirement, within five (5) business days after being requested by Purchaser on or before the Estoppel Delivery Deadline, but Seller is not able to do soobtain Tenant Estoppel Certificates from all of the Tenants, to then Seller shall deliver to all tenants of Buyer, prior to the Property Estoppel Delivery Deadline, a request for an landlord estoppel certificate in the form of EXHIBIT D Exhibit “J,” attached heretohereto and incorporated herein by reference (each, a “Landlord Estoppel Certificate”), with respect to each Commercial Lease for which form may be revised a Tenant Estoppel Certificate has not been obtained in lieu of the Tenant Estoppel Certificate for such Commercial Lease. If Seller has not timely delivered a Tenant Estoppel Certificate from those Tenants representing the Minimum Tenant Square Footage Requirement, or alternatively, if so requested by Seller has timely delivered a Tenant Estoppel Certificate from those Tenants representing the Existing Lender. The parties agree thatMinimum Tenant Square Footage Requirement, subject but has not provided a Tenant Estoppel Certificate nor provided a Landlord Estoppel Certificate to Buyer with respect to any remaining Commercial Lease before the Estoppel Delivery Deadline, then the provisions of subparagraph (bSection 8.5(a) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificategovern.
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Tenant Estoppel Certificates. Subject to the balance of this Paragraph 5(a)(iv), Buyer shall have received estoppel certificates (acollectively, "ESTOPPEL CERTIFICATES" and individually, an "ESTOPPEL CERTIFICATE") satisfactory to Buyer in its sole discretion, which Seller agrees from shall use its good faith efforts to obtain, duly executed by (i) those Tenants occupying, in the aggregate, at least eighty-five percent (85%) of the gross leasable area that is occupied by Tenants as of the Opening of Escrow and (ii) each Tenant occupying premises containing more than 6,000 square feet of gross leasable area. Such Estoppel Certificates shall be dated not earlier than sixty (60) days prior to the original Scheduled Closing Date. The Estoppel Certificates shall be in the form of Exhibit "G-1" attached hereto, and containing fill-in information consistent with the Rent Roll and Schedule of Leases (hereinafter defined) or otherwise approved by Buyer (in its sole discretion), except for Tenants which are anchor department stores, in which case the Estoppel Certificate shall be in the form of Exhibit "G-2" attached hereto. Seller shall deliver to Xxxxx executed original Estoppel Certificates as soon as possible after Xxxxxx's receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, same. Xxxxx's failure to disapprove an executed Estoppel Certificate within five (5) business days after being requested by Purchaser following Xxxxx's receipt thereof shall be deemed to do soconstitute Buyer's approval thereof. Notwithstanding Tenant's changes in form or wording from the form Estoppel Certificate attached as G-1 or G-2, to Buyer may only disapprove an Estoppel Certificate if the substance of the Estoppel Certificate is (i) materially different from the form of Estoppel Certificate; provided, however, the deletion or modification of paragraphs 13, 14, 15 and/or 16 shall not be considered a material modification, or (ii) contains fill-in information not consistent with the Rent Roll and Schedule of Leases. In addition, Seller shall deliver to all tenants Buyer a Seller's Lease Certificate for each occupied Tenant space with greater than 6,000 square feet of gross leasable area for which an Estoppel Certificate was not obtained (which Estoppel Certificates shall count against the above 85% requirement). If Seller has obtained acceptable Estoppel Certificates from those Tenants occupying at least fifty-five percent (55%) of the Property a request gross leasable area ("THRESHOLD AMOUNT") that is occupied by Tenants as of the Opening of Escrow,- but has not been able to obtain acceptable Estoppel Certificates from Tenants occupying at least eighty-five percent (85%) of the gross leasable area that is occupied by Tenants as of the Opening of Escrow, then Seller shall deliver its own, separate certificate to Buyer for an estoppel certificate specific Leases as determined by Seller and as may be necessary to satisfy the foregoing requirement ("SELLER'S LEASE CERTIFICATE") in the form of EXHIBIT D Exhibit "G-3" attached hereto, which form may be revised if so requested by . Seller shall deliver the Existing Lender. The parties agree that, subject original executed Xxxxxx's Lease Certificates to the provisions of subparagraph Buyer no later than one (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (101) business days day prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under . In the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect event that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive after the Closing until Date Seller receives an Estoppel Certificate in a form acceptable (on the earlier of (aterms described above) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate to Buyer from a tenant Tenant for whom Seller previously delivered a Seller's Lease Certificate, Seller may deliver such Estoppel Certificate to Buyer and the corresponding Seller's Lease Certificate shall be canceled AB INITIO. The immediately preceding sentence shall survive the Close of Escrow. If Buyer disapproves of, or should Seller fail to timely obtain the Threshold Amount of Estoppel Certificates, then at Seller's or Buyer's election by written notice to the other and Escrow Holder received at least one (1) business day prior to the Scheduled Closing Date, the Scheduled Closing Date shall be postponed for up to fifteen (15) days, and Seller shall continue to diligently seek to obtain any missing Estoppel Certificate and/or remedy any disapproved Estoppel Certificate. If, as of the postponed Scheduled Closing Date, Seller has not delivered the Threshold Amount of Estoppel Certificates, then this Agreement, the Escrow and the rights and obligations of the parties hereunder shall, at the option of Buyer, terminate, except as provided in the Surviving Provisions. If the Scheduled Closing Date is extended pursuant to the terms of this Paragraph, the requirement that the Estoppel Certificates be dated no more than sixty (60) days prior to the Scheduled Closing Date shall be waived with respect to those Estoppel Certificates that have previously been delivered to Buyer and which were dated within sixty (60) days of the original Scheduled Closing Date.
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Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, to submit or cause Property Manager to submit within five (5) business days after being requested by Purchaser the Effective Date hereof to do so, to deliver to all tenants of the Property each and every tenant or lessee under a Lease a request for an such tenant or lessee to execute and deliver to Purchaser a tenant estoppel certificate with respect to its Lease in the form of EXHIBIT D attached hereto, which hereto as Exhibit G or on the form may be revised if so requested promulgated by the Existing Lendertenant and reasonably acceptable to Purchaser, or required by the applicable Lease. The parties agree that, subject to the provisions of subparagraph (b) below, it It shall be a condition precedent to Purchaser's ’s obligation to close under this Agreement purchase the Property that an Purchaser receive and reasonably approve tenant estoppel certificate either substantially certificates from all tenants or lessees leasing in excess of 5,000 gross square feet (“Major Tenants”) and from a sufficient number of non-Major Tenants so that Purchaser shall have received estoppel certificates from such number of tenants or lessees which collectively occupy at least eighty percent (80%) of the leased square footage of the Property (collectively, the “Required Estoppels”) on the form of EXHIBIT D the estoppel certificates attached as Exhibit G or in on the form promulgated by the tenant and reasonably acceptable to Purchaser, or required by a tenant's the applicable Lease, dated not earlier than ten (10) business days prior . Seller shall deliver or cause to the Closing Date, be delivered to Purchaser no later than five the Required Estoppels within the earlier to occur of (5i) two (2) business days before Closing from tenants under of Seller’s receipt of same, or (ii) thirty (30) days after the Leases occupying, in Effective Date. Purchaser shall have until the aggregate, not less than 75% expiration of the rentable area Approval Period to disapprove of any such Required Estoppel, it being understood that if Purchaser does not disapprove of any Required Estoppel before the expiration of the PropertyApproval Period, including all tenants occupying at least then Purchaser shall be deemed to have approved such Required Estoppel. Seller shall make a full floor or more commercially reasonable number of space oral and a minimum of one (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant 1) written request for the Required Estoppels, provided however, Seller but shall not be obligated to pay tenants expend any funds in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% connection with obtaining any of the rentable area estoppel certificates, including the Required Estoppels described in this Section 4.6, and the failure of Seller to obtain any such estoppel certificates, including the Required Estoppels shall not be a breach or default hereunder. If Purchaser does not receive and reasonably approve the Required Estoppels on or before the end of the PropertyApproval Period, Seller may execute extend the Approval Period up to fourteen (14) days for the limited purpose of allowing Seller to obtain the Required Estoppels. If Purchaser does not receive and deliver reasonably approve the Required Estoppels on or before the expiration of such fourteen (14) day extension of the Approval Period, if applicable, Purchaser may either (i) terminate this Agreement in writing delivered to PurchaserSeller on or before the expiration of such extended Approval Period, at in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations hereunder other than the Surviving Obligations, or (ii) waive the foregoing condition precedent and proceed to Closing. If Purchaser shall not have terminated this Agreement under this Section 4.6 prior to the expiration of the Approval Period or the extension thereof as provided for herein, its own Purchaser shall be deemed for all purposes to be satisfied with the responses to Seller’s requests for tenant estoppel certificates, including the Required Estoppels and the form and substance of each tenant estoppel certificate and shall have no further right to terminate this Agreement based on the response or lack thereof with respect to tenants occupying up to an additional 15% of the rentable area of tenant estoppel certificates, including the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel CertificateRequired Estoppels.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Global Growth Trust, Inc.)
Tenant Estoppel Certificates. SAFECARE shall use reasonable ---------------------------- efforts to obtain Tenant Estoppel Certificates (aherein so called) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in substantially the form of EXHIBIT D attached heretoSchedule 7.7 hereto from all of the MOB Tenants under the MOB Leases. Notwithstanding the foregoing, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to PurchaserBuyer's obligation to close under the transactions contemplated by this Agreement that an estoppel certificate either substantially in is subject to the form following condition precedent, to be satisfied prior to the date of EXHIBIT D or in the form required by a tenant's LeaseClosing. SAFECARE shall have obtained, and delivered to Buyer, original executed Tenant Estoppel Certificates dated not earlier than ten within thirty (1030) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants and executed by MOB Tenants under the MOB Leases occupying, in the aggregate, leasing not less than 75% eighty percent (80%) of the rentable area square footage of the PropertyMOB, including including, without limitation, all tenants occupying at least a full floor or more MOB Tenants under MOB Leases in excess of space three thousand (a "TENANT ESTOPPEL"), Seller agrees to 3,000) rentable square feet. SAFECARE shall use good faith reasonable efforts to obtain such the Tenant Estoppels, provided however, Seller Estoppel Certificates but shall not be obligated have no obligation to pay tenants make any payment or to institute any action or proceeding pursuant to the MOB Leases in order to do sosatisfy this condition. Notwithstanding If this condition is not satisfied by SAFECARE or waived by Buyer on or prior to the foregoingdate of Closing, if at Closing Seller delivers Buyer may terminate this Agreement. If such Tenant Estoppels from tenants occupying at least 60% condition precedent has been satisfied but less than all of the rentable area of MOB Tenants have executed and delivered Tenant Estoppel Certificates to Buyer, Seller, at the PropertyClosing, Seller may shall execute and deliver to Purchaser, at Closing, its own certificate with respect to Buyer Tenant Estoppel Certificates for such tenants occupying up to an additional 15% (the "Substitute Estoppel Certificates"). The certifications made in each of the rentable area of the Property Substitute Estoppel Certificates shall (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made i) be to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE"knowledge and (ii) and the statements of Seller contained therein shall survive the Closing until (unless displaced by delivery to Buyer of a Tenant Estoppel Certificate from the earlier of applicable tenant on or before forty-five (a) one hundred and eighty (18045) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateof Closing).
Appears in 1 contract
Samples: Asset Purchase Agreement (Health Management Associates Inc)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either Tenant Estoppel Certificates substantially in the form of EXHIBIT D or in the form required by G-1 (or, if a tenant's LeaseLease specifies or contemplates another form of tenant estoppel certificate, dated not earlier than ten (10then such other specified or contemplated form) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from executed by tenants under the Leases occupying, in the aggregate, occupying not less than 7590% of the rentable area of square feet in the PropertyImprovements leased to tenants, including but which must in all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL")events include Cost Plus, Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, World Market and Pier I Imports. Seller shall not be obligated to pay tenants expend any funds in order 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. Seller shall use commercially reasonable efforts to reconcile factual Page 15 discrepancies between the Tenant Estoppel Certificates and the Lease Files and Rent Roll so long as Seller is not obligated to incur costs to do so. Notwithstanding If Seller is unable to deliver the foregoingtenant estoppel certificates referred to in this SECTION 7.3.7 in the manner and time frames required hereby, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% including reconciliation of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially same in the form of EXHIBIT D or in the form required by a tenantmanner described above, then Purchaser's Lease, appropriately modified sole remedies and recourses shall be limited to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of either (a) one hundred waiving the requirement for the tenant estoppel certificate(s) in question and eighty (180) days after Closing, proceeding to Closing without reduction of the Purchase Price or (b) terminating this Agreement by immediate notification to Seller, in which event this Agreement shall be terminated as provided for in SECTION 10.2 even if it is determined that the date Tenant Estoppel Certificates cannot be obtained following the expiration of the Inspection Period. Either decision must be made within three (3) business days of receipt of the Tenant Estoppel Certificates or Purchaser obtains an estoppel certificate from will be deemed to have elected to proceed under (a) above. The parties further agree that Seller may extend the Closing for a tenant for whom period of up to but not in excess of fifteen (15) days in order to permit Seller delivered a Seller's additional time to secure the requested Tenant Estoppel CertificateCertificates and in such instance Purchaser cannot terminate until the expiration of the aforesaid fifteen (15) day period.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)
Tenant Estoppel Certificates. Sellers shall use commercially reasonable efforts to (a) Seller agrees from prepare, or cause to be prepared, and after receipt of the Assumption Approval as set forth in Section 9.1 deliver to Purchaser for review and provided this Agreement is in full force and effectapproval, within five (5) business days after being requested by Purchaser Business Days following the date hereof, the estoppel certificates in substantially the form of Exhibit D attached hereto (each, a “Tenant Estoppel Certificate”, and collectively, the “Tenant Estoppel Certificates”), and (b) remit, or cause to do sobe remitted, the Tenant Estoppel Certificates to deliver to all the tenants of the Property for signature within two (2) Business Days following Purchaser’s written notice to Sellers that Purchaser has approved the Tenant Estoppel Certificates (which notice shall set forth any required corrections). If Purchaser fails to notify Sellers of its approval of, or any changes to, the Tenant Estoppel Certificates it receives from Sellers for approval within two (2) Business Days following Purchaser’s receipt of the same, the applicable Seller may forward such Tenant Estoppel Certificates to the tenants without Purchaser’s prior approval. Subject to the further provisions of this Section 4.3, receipt of Tenant Estoppel Certificates substantially in the form prescribed above or as provided below (i) from the tenants identified on Exhibit C attached hereto and made a request part hereof (collectively, the “Required Tenants”), and (ii) a sufficient number of other tenants at the Property such that estoppel certificates shall have been received pursuant to clauses (i) and (ii) hereof with respect to not less than 80% of the total net rentable square footage of each individual Property covered by Leases (as hereinafter defined) in effect as of the Closing Date at such Property, (x) not disclosing the existence of any material uncured default under the leases referred to therein and (y) confirming the information contained in the Tenant Estoppel Certificate delivered to Purchaser for an estoppel certificate approval, shall be a condition precedent to Purchaser’s obligation to purchase the Property hereunder. Sellers shall promptly, following receipt of the same, deliver copies of the completed Tenant Estoppel Certificates to Purchaser. Sellers shall use commercially reasonable efforts (and, as used 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 executed Tenant Estoppel Certificates. Notwithstanding the foregoing, any Tenant Estoppel Certificate that is in the form, if any, prescribed in the applicable lease or other operative document or that is in any form which does not materially vary from the representations made in the form of EXHIBIT Tenant Estoppel Certificate in Exhibit D attached hereto(as modified to make the statement contained therein factually correct) shall be deemed to be a satisfactory Tenant Estoppel Certificate for all purposes under this Agreement, which form may be revised if so requested provided that such Tenant Estoppel Certificate does not disclose any material uncured default under the leases referred to therein and, to the extent required by the Existing Lenderterms of such tenant’s lease, confirms the information contained in the Tenant Estoppel Certificate delivered to Purchaser for approval. The parties agree thatEach Seller agrees that upon its receipt of a form subordination, subject non-disturbance and attornment agreement (an “SNDA”) from Purchaser or its lender, such Seller shall promptly send such SNDAs to the provisions of subparagraph its respective tenants, and shall use commercially reasonable efforts (b) belowand, it as used in this Agreement, commercially reasonable efforts shall not be a condition deemed to Purchaser's include any obligation to close under this Agreement that an estoppel certificate either substantially in institute legal proceedings, deliver notices of default or to expend any monies) to obtain the form of EXHIBIT D or in the form required SNDAs, signed by a tenant's Leasesuch tenants, dated not earlier than ten (10) business days prior to the Closing Date; provided, be delivered to however, that Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% acknowledges and agrees that receipt of any or all of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller SNDAs shall not be obligated a condition precedent to pay tenants in order Purchaser’s obligation to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of purchase the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
Appears in 1 contract
Samples: Contract of Sale (KBS Real Estate Investment Trust III, Inc.)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, to submit or cause its property manager to submit within five ten (510) business days after being requested by Purchaser the Effective Date hereof to do so, to deliver to all tenants of the Property each tenant or lessee under a Lease a request for an such tenant or lessee to execute and deliver a tenant estoppel certificate to Purchaser with respect to its Lease in the form of attached hereto as EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it D. It shall be a condition precedent to Purchaser's obligation to close under this Agreement Closing obligations that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's LeasePurchaser receive, dated not earlier less than ten (10) business days prior to the Closing Date, tenant estoppel certificates from (i) Safeway and Party City (collectively, the "MAJOR TENANTS"), plus (ii) such number of other tenants which, together with the Major Tenants, collectively occupy at least eighty-five percent (85%) of the leased square footage at the Property (collectively, the "REQUIRED TENANT ESTOPPELS") on the form of the estoppel certificates attached as EXHIBIT D or on the form required by the applicable lease agreement or on the form promulgated by the tenant. If Purchaser does not receive the Required Tenant Estoppels as of the Closing Date, Seller may extend the Closing Date up to fifteen (15) days to allow Seller to obtain the Required Tenant Estoppels. If Purchaser does not receive the Required Tenant Estoppels on or before the expiration of such fifteen (15) day period, if applicable, Purchaser may either (i) terminate this Agreement in writing delivered to Seller on or before the Closing Date, as extended by Seller if applicable, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations hereunder other than the Surviving Obligations, or (ii) waive the foregoing condition precedent and proceed to Closing. A Required Tenant Estoppel will not be deemed acceptable hereunder for purposes of satisfying the condition specified herein if (i) it discloses a default by Seller or sets forth material adverse matters which are in direct conflict with the applicable Lease and rent roll delivered to Purchaser no later than pursuant to SECTION 4.1(d) of this Agreement (not including minor square footage discrepancies or commencement date discrepancies for leases that have commenced), and (ii) the same is objected to by Purchaser in writing within the sooner to occur of the Closing Date or five (5) business days after Purchaser's receipt thereof, and (iii) such matters so objected to are not cured or satisfied by Seller on or before the Closing from tenants under Date. Notwithstanding anything to the Leases occupyingcontrary contained herein, Seller hereby discloses to Purchaser that Play-It-Again Sports is delinquent in its payment of rent for approximately six (6) months, and such delinquency is approximately in the aggregateamount of $33,324.72. In connection therewith, Purchaser shall not less than 75% have the right to object to any tenant estoppel certificate for Play-It-Again Sports that discloses such rent delinquency. If Purchaser shall not have terminated this Agreement under this SECTION 4.8 prior to the Closing Date, as may have been extended pursuant hereto, Purchaser shall be deemed for all purposes to be satisfied with the responses to Seller's requests for tenant estoppel certificates and the form and substance of each tenant estoppel certificate and shall have no further right to terminate this Agreement based on the rentable area of response or lack thereof with respect to the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL")tenant estoppel certificates. Notwithstanding anything to the contrary contained herein, Seller agrees to use good faith efforts submit or cause its property manager to obtain submit within ten (10) days after the Effective Date hereof to each guarantor under a Lease a request for such Tenant Estoppels, provided however, Seller shall not be obligated guarantor to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver a guarantor estoppel certificate to Purchaser, at Closing, its own certificate Purchaser with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially Lease in the form of attached hereto as EXHIBIT D D-1. Seller shall have no obligation or in the form required by a tenant's Lease, appropriately modified responsibility with respect to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an any guarantor estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateother than to submit or cause to be submitted such certificate to such guarantor and request the execution and return thereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)
Tenant Estoppel Certificates. Tenant shall, without charge therefor, at any time and from time to time, within ten (10) business days after request from Landlord (but in no event more than two (2) times in any calendar year), execute, acknowledge and deliver to Landlord a written estoppel certificate (in form and contents reasonably requested by Landlord), certifying, to the best of Tenant’s actual knowledge, to Landlord and/or any mortgagee, assignee of a mortgagee, any master landlord or any purchaser of the Building or Demised Premises, or any other party designated by Landlord, as of the date of such estoppel certificate, as to all or such of the following matters as reasonably requested by Landlord, to the extent such matters then are the case (and if not, then stating all details to the contrary thereof), namely: (a) Seller agrees from that Tenant has accepted and after receipt is occupying the Demised Premises covered by this Lease; (b) that the Demised Premises have been completed as required by the terms of this Lease; (c) that the Assumption Approval as set forth in Section 9.1 and provided this Agreement Lease is in full force and effect, within five and that no known Events of Default now exist thereunder; (5d) business days after that this Lease constitutes the entire agreement between Landlord and Tenant and has not been modified; (e) that the Lease Rents are now being requested by Purchaser paid on a current basis, and the date to do sowhich any Rent has been paid in advance; (f) that Landlord has fulfilled all of its duties of an inducement nature, to deliver to all tenants and neither Landlord nor Tenant is in an Event of Default under the Property a request for an estoppel certificate Lease; (g) that in the form event the Tenant receives written notice from Landlord’s mortgagee stating that a default has occurred under its deed of EXHIBIT D attached heretotrust loan, and that the mortgagee requires payment of rent to it, then the Tenant will thereafter remit all Rent payments as directed and to the address set forth in such written notice; (h) that there are no off-sets or credits against Rents, and Rents have not been prepaid more than thirty (30) days in advance; (i) that Tenant has received no notice of a prior assignment, or pledge of Rents, under this Lease; (j) details of any matters of which Tenant has knowledge or which Tenant claims, which form may be revised if so requested by the Existing Lender. The parties agree that, subject are contrary to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially statements contained in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of clauses (a) one hundred through (f) inclusive, (h) and eighty (180i) days after Closing, or of this Paragraph; (bk) the date Purchaser obtains commencement and expiration dates of the then operative term hereof, and of any then exercised renewal terms; (l) such other matters concerning this Lease, the parties hereto and/or the Demised Premises as Landlord may reasonably request; and (m) that Tenant understands such Estoppel Certificate is being relied on by the mortgage lender or purchaser requesting same as an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateinducement to its loan or purchase.
Appears in 1 contract
Samples: Agreement of Sublease (Advancis Pharmaceutical Corp)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt A tenant estoppel certificate, substantially in the form attached hereto as EXHIBIT C-1, duly executed by tenants representing 100% of the Assumption Approval rentable square footage actually demised under Leases as set forth in Section 9.1 and provided this Agreement of the Closing (the "ESTOPPEL CERTIFICATE REQUIREMENT"). A Tenant Estoppel Certificate shall not be deemed unsatisfactory merely because any tenant qualifies any statement or certification therein by a "best of knowledge" standard or similar provision. If CILP is in full force and effectunable to obtain tenant estoppel certificates which satisfy the Estoppel Certificate Requirement, within five then CILP may elect (5but shall have no obligation whatsoever) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an its estoppel certificate in the form of attached hereto as EXHIBIT D attached heretoC-2 relating to Leases which, when combined with tenant estoppel certificates delivered to Buyer, satisfy the Estoppel Certificate Requirement, in which form may event the Closing delivery required by this Section shall be revised if so requested by the Existing Lenderdeemed to have been satisfied. The parties agree that, subject If CILP delivers its certificate with respect to the provisions of subparagraph (b) belowany tenant, it shall be a condition entitled after Closing to Purchaser's obligation continue to close under this Agreement that deal with any tenant who has not delivered an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts attempt to obtain such Tenant Estoppelsa certificate from such tenant, provided howeverand Buyer shall reasonably cooperate with CILP in such attempt, Seller shall not be at no cost or expense to Buyer and without Buyer being obligated to pay tenants in order take any action under the applicable Lease against any tenant which fails to do sodeliver an estoppel certificate. Notwithstanding If a tenant estoppel certificate is delivered to Buyer after the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a any tenant for whom Seller CILP has delivered its certificate at Closing pursuant to this paragraph, the certificate of CILP with respect to such tenant shall automatically be deemed null and void and Buyer shall return the same to CILP. With respect to any statement or certification relating to a Sellertenant contained in the certificate of CILP, CILP may qualify said statement or certification therein by a "best of knowledge" standard or similar provision. The estoppel certificate to be provided by SAIC Corporation (the "SAIC ESTOPPEL") shall either acknowledge that any rights of first refusal set forth in the SAIC Corporation's Estoppel Certificatelease are not applicable to the transaction contemplated by this Agreement, or shall waive any such rights of first refusal with respect to the transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Corporate Office Properties Trust)
Tenant Estoppel Certificates. On or before the Closing, Buyer shall have received estoppel certificates (acollectively, "Estoppel Certificates" and individually, an "Estoppel Certificate") reasonably satisfactory to Buyer, which Seller agrees from shall use its good faith efforts to obtain, duly executed by Broadcast Microwave Services, Inc., Alex Machining Corporation and Sirius Acquisition, LLC (the "Existing Tenants"), dated not earlier than forty-five (45) days prior to the original Closing Date set forth in this Agreement (i.e., without extension thereof). The Estoppel Certificates shall be in the form of Exhibit "G" attached hereto or such other form as is required by or is otherwise consistent in all material respects with the requirements of the applicable Lease. Seller shall deliver to Buyer, for Buyer's approval, executed Estoppel Certificates promptly after Seller's receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, same. Buyer's failure to disapprove an executed Estoppel Certificate within five (5) business days Business Days following Buyer's receipt thereof shall be deemed to constitute Buyer's approval thereof; provided, however, that Buyer shall not have the right to disapprove an executed Estoppel Certificate satisfying the criteria above (or terminate this Agreement based thereon after being requested the Contingency Date) unless it: (a) discloses material adverse economic terms of the applicable Lease that were not disclosed to Buyer (whether in the applicable Lease, this Agreement or any other document delivered to Buyer) prior to the date which is five (5) Business Days prior to the expiration of the Property Approval Period, (b) alleges a material default of Seller (as landlord) under the applicable Lease, (c) discloses a material dispute between the Seller (as landlord) and the Tenant in connection with the applicable Lease, or (d) contains any material adverse modification or qualification or the insertion therein of any other materially adverse information by Purchaser the Tenant; provided, however, and notwithstanding the foregoing, Buyer shall not have the right to do sodisapprove any Estoppel Certificate or to terminate this Agreement after the expiration of the Property Approval Period based upon (i) any matter disclosed in writing to Buyer prior to the date which is five (5) Business Days prior to the expiration of the Property Approval Period, or (ii) any matter disclosed in writing to Buyer after the Property Approval Period which is not disapproved in writing by Buyer to Seller within five (5) Business Days after Buyer receives written notice thereof (which disapproval notice shall constitute Buyer's election to terminate this Agreement). If Seller has been unable to timely obtain an Estoppel Certificate from a Tenant as provided herein, Seller may deliver its own certificate to Buyer ("Seller's Lease Certificate") in the form attached hereto as Exhibit "H" for such Tenants that did not deliver an Estoppel Certificate so as to provide Estoppel Certificates and Seller Lease Certificates that, taken together, shall satisfy this condition. In the event that after delivery of a Seller's Lease Certificate Seller receives an Estoppel Certificate from any Tenant for whom Seller previously delivered a Seller's Lease Certificate, Seller may deliver such Estoppel Certificate to Buyer and the corresponding Seller's Lease Certificate shall be automatically canceled upon Buyer's approval thereof (with Buyer's right to disapprove such Estoppel Certificate governed by the provisions set forth above). The immediately preceding sentence shall survive the Close of Escrow. Notwithstanding the foregoing, Buyer shall not be required to accept Seller's Lease Certificates for more than twenty (20%) of the leased rentable square footage of the Property or any Tenant occupying more than 50,000 rentable square feet at the Property. In addition, Seller will reasonably cooperate with Buyer and Buyer's lender, at no cost to Seller, to deliver to all tenants of the Property Tenants a request for an estoppel certificate in the form of EXHIBIT D attached heretoSubordination, which form may be revised if so requested by the Existing Lender. The parties agree thatNon-Disturbance and Attornment Agreement ("SNDAs"), subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by Buyer's lender in connection with its acquisition of the Property. The failure of Buyer or Buyer's lender to obtain an executed SNDAs shall not be a tenant's Lease, dated not earlier than ten (10) business days prior contingency to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller and shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive extend the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel CertificateDate.
Appears in 1 contract
Samples: Agreement of Purchase and Sale and Joint Escrow Instructions (Cohu Inc)
Tenant Estoppel Certificates. Receipt of estoppel certificates (a“Tenant Estoppel Certificates”) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Leasethis Section 4.3.1 executed by tenants (including GSA-Bankrupty Court, dated not earlier than ten Mathematica Policy, and at least six (106) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% out of the rentable area of following tenants: Southern Glazers, Xxxxxxxxx Enginers, COWI, PBC Oakland, Xxxxxxxx & Lipman, Regus, Healthcare Financial and DeVry University) at the Property, including all tenants Property occupying at least a full floor or more seventy (70%) of the rented space at the Property (a "TENANT ESTOPPEL"the “Required Estoppels”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller agrees shall use commercially reasonable efforts (and, as used in this Agreement, commercially reasonable efforts shall not be deemed to use good faith efforts include any obligation to institute legal proceedings, deliver notices of default or to expend any monies) to obtain such Tenant EstoppelsEstoppel Certificates, provided howeverwhich certificates shall be substantially in the form attached hereto as Exhibit B (or if Seller, Seller after requesting to obtain certificates in such form, is unable to obtain the same, then such estoppels shall not be obligated to pay tenants in order to do sothe form, if any, prescribed in the applicable lease or other operative document, or shall contain the information and statements required by the applicable lease or other operative document. Notwithstanding the foregoing, if at Closing Seller delivers the Tenant Estoppel Certificate for GSA-Bankruptcy Court shall be on such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the tenant’s standard form of EXHIBIT D or in the form estoppel certificate and Seller shall not be required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains request an estoppel certificate from such tenant in the form set forth on Exhibit B. All Tenant Estoppel Certificates shall be dated no more than thirty (30) days prior to the Scheduled Closing Date (as such period shall be extended on a day for day basis by any extension of the Scheduled Closing Date). If any Tenant Estoppel Certificate (i) claims any default on the part of landlord or the tenant for whom under the applicable Lease in any material respect that has not been cured or waived (other than immaterial defaults), or (ii) discloses matters which are materially adversely inconsistent with the Leases delivered to, or approved by, Purchaser, and such matters have not been disclosed in writing to Purchaser at least three (3) Business Days prior to the expiration of the Due Diligence Period, and, in each case, are not cured or satisfied by Seller delivered a Seller's prior to the Closing to Purchaser’s reasonable satisfaction (each, an “Unclean Estoppel Certificate”), then such Unclean Estoppel Certificate shall not be counted toward the delivery of the Required Estoppels. Failure of Seller to deliver the Required Estoppels shall not be 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 which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive some or all of the requirements regarding Required Estoppels and accept the Tenant Estoppel Certificates that have been delivered and proceed to the Closing on the Scheduled Closing Date, or (ii) 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).
Appears in 1 contract
Samples: Contract of Sale (KBS Strategic Opportunity REIT II, Inc.)
Tenant Estoppel Certificates. The Sellers shall have delivered to Buyer, at least seven (a7) days before the Applicable Closing, a written statement dated no more than thirty (30) days from the Applicable Closing from (A) each tenant occupying in excess of 2,000 square feet (“Required Tenants”) and (B) other tenants occupying an aggregate of no less than eighty percent (80%) of the square feet of the total rentable square footage of the Premises occupied by tenants under the Existing Leases (the “Estoppel Percentage”), in substantially the form of, and as qualified by, the form of tenant estoppel certificate set forth on Exhibit “L” attached hereto and made a part hereof (“Tenant Estoppel Certificate”). Should any of the Tenant Estoppel Certificates (i) contain a material discrepancy (as determined by Buyer in Buyer’s good faith business judgment) from the Rent Roll prepared by Seller agrees and given to Buyer pursuant to this Agreement or from the applicable Existing Lease, (ii) disclose an alleged material breach (as determined by Buyer in Buyer’s good faith business judgment) by Seller, as landlord, under any Existing Lease, or (iii) disclose an unsatisfactory condition (as determined by Buyer in Buyer’s good faith business judgment) not discovered by Buyer during the Inspection Period, then Buyer may disapprove the Tenant Estoppel Certificates and elect to treat the Respective Premises as an Excluded Property hereunder, by giving written notice of its disapproval within three (3) Business Days after receipt of the Assumption Approval Tenant Estoppel Certificates. If Buyer does not give written notice of its disapproval of the Tenant Estoppel Certificates within such three (3) Business Day period, then Buyer shall be deemed to have approved of the Tenant Estoppel Certificates. In determining whether the Estoppel Percentage has been satisfied, Buyer agrees not to object to (i) any non-material (as determined in Buyer’s reasonable judgment) qualifications or modifications which a tenant may make to the form of Tenant Estoppel Certificate and (ii) any modification to a Tenant Estoppel Certificate to conform it to the form of tenant estoppel the tenant is required to give under its lease. As to the twenty (20%) percent of the Premises for which Tenant Estoppel Certificates were not obtained, the Seller of each Respective Premises shall execute estoppel certificates, in substantially the form of Exhibit “L” hereto (“Landlord Estoppel Certificate”). If, after delivery of the Landlord Estoppel Certificate, a Tenant Estoppel Certificate is delivered for a tenant covered under the Landlord Estoppel Certificate, such Tenant Estoppel Certificate shall supersede and replace any statements made by landlord with respect to such tenant or the applicable lease in the Landlord Estoppel Certificate, and such Seller shall have no liability hereunder with respect to any representations or information set forth in Section 9.1 the Landlord Estoppel Certificate with respect to such tenant. If any tenant of a Property indicates in its Tenant Estoppel Certificate that it has a claim which would entitle it to set-off the amount of the claim against rent due under its lease and provided this Agreement the amount of such claim is ascertainable, the Seller of such Property shall give Buyer a credit against the Allocated Purchase Price in full force and effect, within five (5) business days after being requested by Purchaser to do so, the amount of the claim or to deliver an indemnity, reasonably acceptable to all tenants Buyer, with respect thereto, in which event, Buyer may, in its sole discretion, either complete the Applicable Closing with respect to such Property and take subject to such claim or terminate this Agreement. Notwithstanding the foregoing provisions of this Section 12(a)(v), each Seller agrees to request a Tenant Estoppel Certificate from each of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel CertificateExisting Leases.
Appears in 1 contract
Samples: Agreement of Sale (Grubb & Ellis Healthcare REIT, Inc.)
Tenant Estoppel Certificates. As a condition to Purchaser’s obligation to close hereunder, Purchaser shall have received at least two (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (52) business days after being requested by Purchaser before the Closing Date estoppel certificates (“Tenant Estoppel Certificates”), dated no more than forty-five (45) days prior to do sothe originally scheduled Closing Date, to deliver to all from tenants of the Real Property a request (“Required Tenants”) occupying not less than seventy-five percent (75%) of the rented rentable square footage of the Xxxxxx Real Property and seventy-five percent (75%) of the rented rentable square footage of the Division Real Property, unless the Early Closing Condition is satisfied or Purchaser fails to extend the Closing Date pursuant to Section 4 above (and Seller does not extend the Closing Date on account of the Ground Lease Release pursuant to Section 4 above), in which case Purchaser shall accept those Tenant Estoppel Certificates which have actually been delivered. The Tenant Estoppel Certificates delivered to the tenants for an estoppel certificate execution shall be in the form of EXHIBIT D Exhibit L attached heretohereto (the “Form Tenant Estoppel Certificate”). The Tenant Estoppel Certificates executed by tenants shall be in substantially the form of the Form Tenant Estoppel Certificate without materially adverse modification; provided, which form may however, that a Tenant Estoppel Certificate executed by a tenant shall not be revised deemed an unacceptable Tenant Estoppel Certificate (and shall not be deemed adversely modified) for purposes of this Section 8.2.1 if so requested it (a) contains the qualification by the Existing Lender. The parties agree thattenant of any statement as being to its knowledge, subject to the provisions of subparagraph (b) belowdoes not contain any more information than that which the tenant is required to give in any such certificate pursuant to its Lease, it shall be a condition (c) fails to certify to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially ’s lender, (d) is in the form of EXHIBIT D attached to such tenant’s Lease, or (e) with respect to a national tenant, is in the form required typically provided by a such tenant's Lease. In the event Closing does not occur on or before January 1, dated not earlier than ten (10) business days prior 2011, and Seller is unable to the Closing Date, be delivered provide to Purchaser no later than five the Tenant Estoppel Certificates for the Required Tenants without materially adverse modification on or before the date that is two (52) business days before the then scheduled Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL")Date, Seller agrees may, at its option, elect to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to PurchaserPurchaser certificates (individually, a “Seller Tenant Estoppel Certificate,” and, collectively, the “Seller Tenant Estoppel Certificates”), substantially in the same form as the certificate attached hereto as Exhibit M (the “Form Seller Tenant Estoppel Certificate”), covering tenants necessary so that Purchaser shall be deemed to have received, at Closing, its own certificate Tenant Estoppel Certificates and Seller Tenant Estoppel Certificates with respect to tenants occupying up the Required Tenants. Notwithstanding anything to an additional 15% the contrary set forth in this Agreement, if the Early Closing Condition is satisfied (and Seller does not extend the Closing Date on account of the rentable area of Ground Lease Release pursuant to Section 4 above) or if for any reason Purchaser elects for the Property (substantially in Closing to occur prior to January 1, 2011, then Seller shall have no obligation to deliver any Seller Tenant Estoppel Certificates. In the form of EXHIBIT D or in the form required by a tenant's Leaseevent that Seller elects to deliver such Seller Tenant Estoppel Certificates, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained each statement therein shall survive the Closing until for a period terminating on the earlier to occur of (a) one hundred and eighty (180) days after Closing, or (bi) the date on which Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.has received
Appears in 1 contract
Samples: Escrow Agreement (Retail Opportunity Investments Corp)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within At least five (5) business days after being requested by Purchaser Business Days prior to do sothe Closing, to Seller shall deliver to all tenants of the Property a request for Purchaser an estoppel certificate in the form of EXHIBIT D attached hereto(each, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease“Estoppel Certificate”), dated not earlier no more than ten thirty (1030) business days prior to the Closing Dateand containing no information inconsistent with any of the representations and warranties made by the Seller in Section 6.1 hereof (the foregoing, be delivered the “Estoppel Condition”), duly executed by tenants of the Property having the right to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupyingoccupy, in the aggregate, not less than seventy-five percent (75% %) of the rentable area premises at the Real Property and Improvements subject to the Leases. Each Estoppel Certificate shall be substantially in the form as set forth on Exhibit I attached hereto, provided, however, that in the event that any tenant has agreed to execute an estoppel certificate pursuant to a specific form of estoppel as agreed upon in such tenant’s applicable Lease, Purchaser agrees that Seller’s delivery of an Estoppel Certificate from such tenant on such agreed upon form, as provided in such tenant’s Lease, shall constitute Seller’s compliance with the Propertyprovisions of this Section 3.7 with respect to such tenant (provided that any such certificate satisfies the Estoppel Condition). Seller shall deliver an Estoppel Certificate, including all tenants occupying in the form of Exhibit I to each tenant at least a full floor or more of space (a "TENANT ESTOPPEL"), the Property and shall request each tenant to execute and deliver an Estoppel Certificate. Provided Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided howevercomplies with the immediately proceeding sentence, Seller shall not be obligated deemed to pay tenants be in order default of its obligations under this Agreement as a result of Seller’s failure to do so. Notwithstanding deliver the foregoingrequisite Estoppel Certificates as requested hereunder, if at Closing Seller delivers but such Tenant Estoppels from tenants occupying at least 60% failure shall constitute the failure of the rentable area of the Property, Seller may execute and deliver a condition precedent pursuant to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE"Section 7.3(a) and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatehereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Corporate Realty Income Fund I L P)
Tenant Estoppel Certificates. Prior to the date of this Amendment, Seller has delivered to Buyer copies of all Tenant Estoppel Certificates received by Seller as of September 15, 2010 (a) Seller agrees from and after receipt collectively, the “Delivered Estoppels”). If Buyer determines that the Delivered Estoppels do not satisfy the requirements of Section 4.1.3 of the Assumption Approval as set forth Agreement, Buyer will, on or before 5:00 p.m. Dallas, Texas time, on September 24, 2010, notify Seller in Section 9.1 and provided this Agreement is writing specifying in full force and effect, within five (5reasonable detail the reason(s) business days after being requested by Purchaser to do so, to deliver to all tenants why Buyer believes that any of the Property a request for an estoppel certificate in Delivered Estoppels do not satisfy the form requirements of EXHIBIT D attached heretoSection 4.1.3 of the Agreement (the “Estoppel Objection Notice”). If Buyer fails to timely deliver the Estoppel Objection Notice to Seller, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it then Buyer shall be a condition deemed to Purchaser's obligation have waived Section 4.1.3 of the Agreement and thereafter shall proceed to close under this Agreement that an estoppel certificate either substantially in accordance with the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% terms of the rentable area of Agreement, as amended by this Amendment. If Buyer timely delivers the PropertyEstoppel Objection Notice, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL")then Seller may, Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller but shall not be obligated to, attempt to pay tenants address the matters set forth in order the Estoppel Objection Notice to do sothe reasonable satisfaction of Buyer. Notwithstanding If Seller fails to address the foregoingmatters set forth in the Estoppel Objection Notice to the reasonable satisfaction of Buyer on or before 5:00 p.m. Dallas, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the PropertyTexas time, Seller may execute and deliver to Purchaseron September 30, 2010, then Buyer will on or before 5:00 p.m. Dallas, Texas time, on October 1, 2010, at ClosingBuyer’s option, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of either (a) one hundred elect to cancel this Agreement, in which case the Deposit shall be forthwith returned to Buyer and eighty (180) days after ClosingBuyer and Seller shall be relieved, as to each other, of all obligations under this Agreement, except as otherwise provided in this Agreement; or (b) elect to accept the date Purchaser obtains an estoppel certificate from a tenant for whom Delivered Estoppels without objection by confirming in writing that the requirements of Section 4.1.3 of the Agreement have been satisfied (the “Confirmation Notice”), and thereafter proceed to close in accordance with the terms of the Agreement, as amended by this Amendment. If Buyer does not give Seller delivered a Seller's Estoppel Certificatethe Confirmation Notice within the time period set forth above, then Buyer shall be deemed to have elected to cancel this Agreement pursuant to the terms of subparagraph (a) of this Section.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Behringer Harvard Opportunity REIT II, Inc.)
Tenant Estoppel Certificates. Receipt of tenant estoppel certificates (a“Tenant Estoppel Certificates”) Seller agrees from and after receipt tenants under Leases in effect as of the Assumption Approval as set forth in Section 9.1 Closing Date and provided this Agreement is in full force and effect, within representing seventy-five percent (575%) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate rentable square footage of the building on the Land (i.e., 20,400 square feet), one of which must be from Chef Xxxxxxx, Inc. (collectively, the “Required Tenants”), in the form of EXHIBIT D attached heretohereto as Exhibit “G” (or if Buyer’s lender will not accept that form, which then in a form may be revised if so requested reasonably required by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (bBuyer’s lender) below, it shall be a condition precedent to Purchaser's Buyer’s obligation to close under this Agreement that an estoppel certificate either substantially acquire the Property hereunder. For the avoidance of doubt, the “Required Tenants”, as used in the form of EXHIBIT D preceding sentence, shall not include any area subject to or in covered by any billboard, rooftop, telecommunications, or antenna lease or license (collectively, “Non-Space Leases”). If on the form required by a tenant's LeaseClosing Date such condition is not satisfied, dated not earlier than then Seller shall have the right to extend the Closing Date up to ten (10) business days by delivering notice thereof to Buyer on or before the Closing Date. If Seller does not elect to extend the Closing Date (or if such Closing Date was extended but such condition is not satisfied by such extended Closing Date), the Buyer shall have the right to terminate this Agreement by written notice given prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupyingClosing, in the aggregate, not less than 75% which case this Agreement shall terminate and Buyer shall be entitled to a refund of the rentable area Deposit, and no party hereto shall have any further obligation under this Agreement except under those provisions that expressly survive a termination of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificatethis Agreement.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Rexford Industrial Realty, Inc.)
Tenant Estoppel Certificates. Subject to the balance of this Paragraph 5(a)(iv), Buyer shall have received estoppel certificates (acollectively, "ESTOPPEL CERTIFICATES" and individually, an "ESTOPPEL CERTIFICATE") satisfactory to Buyer in its sole discretion, which Seller agrees from shall use its good faith efforts to obtain, duly executed by (i) those Tenants occupying, in the aggregate, at least eighty-five percent (85%) of the gross leasable area that is occupied by Tenants as of the Opening of Escrow and (ii) each Tenant occupying premises containing more than 6,000 square feet of gross leasable area. Such Estoppel Certificates shall be dated not earlier than sixty (60) days prior to the original Scheduled Closing Date. The Estoppel Certificates shall be in the form of EXHIBIT "G-1" attached hereto, and containing fill-in information consistent with the Rent Roll and Schedule of Leases (hereinafter defined) or otherwise approved by Buyer (in its sole discretion), except for Tenants which are anchor department stores, in which case the Estoppel Certificate shall be in the form of EXHIBIT "G-2" attached hereto. Seller shall deliver to Xxxxx executed original Estoppel Certificates as soon as possible after Xxxxxx's receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, same. Xxxxx's failure to disapprove an executed Estoppel Certificate within five (5) business days after being requested by Purchaser following Xxxxx's receipt thereof shall be deemed to do soconstitute Buyer's approval thereof. Notwithstanding Tenant's changes in form or wording from the form Estoppel Certificate attached as G-1 or G-2, to Buyer may only disapprove an Estoppel Certificate if the substance of the Estoppel Certificate is (i) materially different from the form of Estoppel Certificate; provided, however, the deletion or modification of paragraphs 13, 14, 15 and/or 16 shall not be considered a material modification, or (ii) contains fill-in information not consistent with the Rent Roll and Schedule of Leases. In addition, Seller shall deliver to all tenants Buyer a Seller's Lease Certificate for each occupied Tenant space with greater than 6,000 square feet of gross leasable area for which an Estoppel Certificate was not obtained (which Estoppel Certificates shall count against the above 85% requirement). If Seller has obtained acceptable Estoppel Certificates from those Tenants occupying at least fifty-five percent (55%) of the Property a request gross leasable area ("THRESHOLD AMOUNT") that is occupied by Tenants as of the Opening of Escrow, but has not been able to obtain acceptable Estoppel Certificates from Tenants occupying at least eighty-five percent (85%) of the gross leasable area that is occupied by Tenants as of the Opening of Escrow, then Seller shall deliver its own, separate certificate to Buyer for an estoppel certificate specific Leases as determined by Seller and as may be necessary to satisfy the foregoing requirement ("SELLER'S LEASE CERTIFICATE") in the form of EXHIBIT D "G-3" attached hereto, which form may be revised if so requested by . Seller shall deliver the Existing Lender. The parties agree that, subject original executed Xxxxxx's Lease Certificates to the provisions of subparagraph Buyer no later than one (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (101) business days day prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under . In the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect event that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive after the Closing until Date Seller receives an Estoppel Certificate in a form acceptable (on the earlier of (aterms described above) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate to Buyer from a tenant Tenant for whom Seller previously delivered a Seller's Lease Certificate, Seller may deliver such Estoppel Certificate to Buyer and the corresponding Seller's Lease Certificate shall be canceled AB INITIO. The immediately preceding sentence shall survive the Close of Escrow. If Buyer disapproves of, or should Seller fail to timely obtain the Threshold Amount of Estoppel Certificates, then at Seller's or Buyer's election by written notice to the other and Escrow Holder received at least one (1) business day prior to the Scheduled Closing Date, the Scheduled Closing Date shall be postponed for up to fifteen (15) days, and Seller shall continue to diligently seek to obtain any missing Estoppel Certificate and/or remedy any disapproved Estoppel Certificate. If, as of the postponed Scheduled Closing Date, Seller has not delivered the Threshold Amount of Estoppel Certificates, then this Agreement, the Escrow and the rights and obligations of the parties hereunder shall, at the option of Buyer, terminate, except as provided in the Surviving Provisions. If the Scheduled Closing Date is extended pursuant to the terms of this Paragraph, the requirement that the Estoppel Certificates be dated no more than sixty (60) days prior to the Scheduled Closing Date shall be waived with respect to those Estoppel Certificates that have previously been delivered to Buyer and which were dated within sixty (60) days of the original Scheduled Closing Date.
Appears in 1 contract
Tenant Estoppel Certificates. 4.3.1 The receipt, not later than three (a3) Seller agrees days prior to the Closing Date, of an acceptable estoppel certificate (“Tenant Estoppel Certificate”) from and after receipt Tenants collectively occupying a minimum of eighty percent (80%) of the Assumption Approval as rentable square feet in the Property occupied by Tenants, including each of those Tenants identified on Exhibit E attached hereto (the “Key Tenants”), shall be a condition precedent to Buyer’s obligation to acquire the Property hereunder (the “Estoppel Requirement”). Seller shall request a Tenant Estoppel Certificate in the form set forth in Section 9.1 and provided this Agreement is in full force and effect, Exhibit F from all Tenants within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants expiration of the Property Due Diligence Period. In order to be acceptable for purposes of this Agreement, a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it Tenant Estoppel Certificate shall be a condition addressed to Purchaser's obligation to close under this Agreement that an estoppel certificate either Buyer and shall be substantially in the form attached hereto as Exhibit F, although any provisions of EXHIBIT D the applicable estoppel certificate 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 tenants, and to the extent that a particular Lease prescribes a form or content of the Tenant Estoppel Certificate, Buyer will be obligated to accept the form prescribed by such Lease. In addition, for purposes of this Agreement a Tenant Estoppel Certificate will not be acceptable to the extent such certificate (i) is dated earlier than the expiration of the Due Diligence Period, (ii) discloses, in the form required by case of the Lease of any Key Tenant, that there is a tenant's default or dispute under the applicable Tenant’s Lease, dated not earlier than ten or, in the case of any non-Key Tenant, that there is a material default or dispute under such Tenant’s Lease, (10iii) business days references any material unperformed obligations on the part of Seller under such Tenant’s Lease (including tenant improvement work) that were otherwise required to be performed prior to the Closing Datedate of such estoppel certificate, be delivered the cost of which are not credited to Purchaser no later than five Buyer pursuant to this Agreement, or (5iv) business days before Closing from tenants under contains any information which is not consistent in all material respects with the representations of Seller contained in this Agreement, the Rent Roll attached hereto as Exhibit Q, or the terms of the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), provided by Seller agrees to use Buyer pursuant to this Agreement. Seller’s sole obligation hereunder shall be to utilize good faith efforts to obtain such the Tenant EstoppelsEstoppel Certificates from the Tenants (and, provided howeveras used in this Agreement, Seller good faith efforts shall not be obligated include any obligation to pay tenants in order institute legal proceedings, declare a default or to do soexpend any monies). Notwithstanding Either Seller or Buyer shall have the foregoingright, if at but not obligation, to extend the Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying Date for up to an additional fifteen (15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate to cause this condition to be satisfied. Seller agrees to forward any Tenant Estoppel Certificates received by Seller from a tenant for whom Seller delivered a Tenant to Buyer promptly after Seller's Estoppel Certificate’s receipt of same.
Appears in 1 contract
Samples: Purchase Agreement (Cole Credit Property Trust Iv, Inc.)
Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within On or before five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business calendar days prior to the Closing Date, be delivered Seller shall deliver executed tenant estoppel certificates to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by Exhibit G (or, if a tenant's LeaseLease specifies or contemplates another form of tenant estoppel certificate, appropriately modified then such other specified or contemplated form) executed by tenants occupying not less than 100% of the square feet in the Improvements leased to reflect that they are certificates of Seller and made tenants, each such estoppel dated not more than thirty (30) days prior to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of Date and disclosing no defaults, disputes or other matters contrary to (a) one hundred and eighty (180) days after Closing, any of Seller’s representations set forth in this Agreement or (b) any information set forth in the Lease Files . The failure of Seller to obtain any such tenant estoppel certificates shall not be a breach or default hereunder. If Seller is unable to deliver the tenant estoppel certificates referred to in this Section 7.2.4, or if the Seller delivers a Tenant Estoppel that discloses a default, dispute or other matter materially contrary to the information set forth in the Lease Files, then Purchaser's sole remedies and recourses shall be limited to either (a) waiving the requirement for the tenant estoppel certificate(s) in question and proceeding to Closing without reduction of the Purchase Price or (b) terminating this Agreement by immediate notification to Seller, in which event this Agreement shall be terminated as provided for in 0. PURCHASE AND SALE AGREEMENT – PAGE 14 So long as a party is not in default hereunder, if any condition to such party's obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date (or such earlier date Purchaser obtains an estoppel certificate from a tenant as is provided herein), subject to any applicable notice and cure periods provided in 0 and 0, such party may, in its sole discretion, terminate this Agreement by delivering written notice to the other party on or before the Closing Date (or such earlier date as is provided herein), or elect to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition. In the event such party elects to close (or to permit any such earlier termination deadline to pass), notwithstanding the non-satisfaction of such condition, said party shall be deemed to have waived said condition, and there shall be no liability on the part of any other party hereto for whom Seller delivered a Seller's Estoppel Certificatebreaches of representations and warranties of which the party electing to close had knowledge at the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Tenant Estoppel Certificates. Receipt of estoppel certificates (a"Tenant Estoppel Certificates") Seller agrees dated not more than thirty (30) days prior to the Closing Date from a sufficient number of the tenants at the Property so that estoppel certificates shall be received with respect to not less than 80% of the gross leased area in the aggregate, covered by leases at the Property in effect as of the date hereof, and after which shall include estoppel certificates from the following tenants: Jacuzzi, Inc., Covance Clinical & Periapproval Services, Air Liquide, Maxis and Bxxxxx & Vxxxx (collectively, the "Required Tenants") and receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate from Seller in substantially the form of EXHIBIT D attached heretoas Exhibit "C-3" attached hereto (a "Seller Estoppel Certificate") with respect to such leases for which a Tenant Estoppel Certificate has not been issued (but not for the Required Tenants, which form may be revised if so requested by the Existing Lender. The parties agree thatwho must deliver their own Tenant Estoppel Certificates), subject to the provisions of subparagraph (b) below, it shall be is a condition precedent to PurchaserBuyer's obligation to close under this Agreement that an purchase the Property hereunder. The form of estoppel certificate either to be received from each tenant shall be substantially in the form of EXHIBIT D Exhibit "C- 1" attached hereto and made a part hereof or in the form previously delivered by the applicable tenant to Seller as set forth in Exhibit "C-2", provided, however, if the applicable tenant lease prescribes the required by a tenant's Leaseform of estoppel certificate, dated not earlier than ten then such required form shall be deemed acceptable. Buyer must object to Seller in writing within two (102) business days prior after Buyer's receipt of any estoppel certificate if Buyer claims that the form of any non-conforming estoppel certificate or any tenant or landlord lease defaults or inconsistencies to the Closing Datelist of leases described in any applicable estoppel certificate cause such certificate to be unacceptable for the purposes of this Paragraph 4(C) (and if such objection is not made within such time period, the non-conforming estoppel certificate shall be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% deemed disapproved for purposes of satisfaction of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"foregoing condition precedent), Seller agrees . Seller's sole obligation hereunder shall be to use good faith utilize reasonable efforts to obtain such Tenant EstoppelsEstoppel Certificates (such reasonable efforts obligation not including any obligation to institute legal proceedings or to expend any monies therefor, provided howeverother than for minor administrative charges, Seller shall not be obligated to pay whether imposed by tenants in order to do soor incurred by Seller). Notwithstanding If Tenant Estoppel Certificates are obtained after the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate Date with respect to tenants occupying up for which Seller shall have delivered a Seller Estoppel Certificate, such Tenant Estoppel Certificates shall replace Seller's Estoppel Certificates to an additional 15% of the rentable area of extent they are not inconsistent, and Seller shall not have any obligations or liabilities under Seller's Estoppel Certificates to the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect extent that they are certificates so replaced. Buyer shall have the option to waive the condition precedent set forth herein by notice to Seller (whereupon such condition will be deemed satisfied). In the event that on or before the Closing Date such condition is not satisfied (or waived as aforesaid), the obligations of Seller to sell, and made Buyer to Seller's knowledge; hereinafterpurchase, this Agreement shall terminate whereupon the "SELLER'S ESTOPPEL CERTIFICATE") Deposit shall be returned to Buyer and except for the statements of Seller contained therein Surviving Obligations, this Agreement, shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificateterminate.
Appears in 1 contract
Samples: Purchase Agreement (Carlyle Real Estate LTD Partnership Xv)
Tenant Estoppel Certificates. Receipt of estoppel certificates (each, a “Tenant Estoppel Certificate”, and collectively, the “Tenant Estoppel Certificates”) from (a) Seller agrees from the tenants identified on Exhibit C attached hereto and after receipt made a part hereof (collectively, the “Required Tenants”), and (b) a sufficient number of other tenants such that estoppel certificates shall have been received pursuant to clauses (a) and (b) hereof with respect to not less than seventy percent (70%) of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants total net rentable square footage of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested covered by the Existing Lender. The parties agree thatLeases in effect as of the date hereof, shall, subject to the provisions terms of subparagraph (b) belowSection 7.2.3(b), it shall be a condition precedent to Purchaser's ’s obligation to close under purchase the Property hereunder. Seller shall use commercially reasonable efforts (and, as used in this Agreement that an estoppel certificate either 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 Certificates, which certificates shall be substantially in the form of EXHIBIT D or in the form required by attached hereto and made a tenant's Leasepart hereof as Exhibit D, dated not earlier than ten (10) business days prior as modified to conform to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% requirements of the rentable area of applicable lease or operative agreement, if any such requirements exist, and to make the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do sostatements contained therein factually correct. Notwithstanding the foregoing, if at Closing Seller delivers such may, in compliance with its obligations hereunder, deliver a Tenant Estoppels Estoppel Certificate in any form which does not materially vary from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially representations made in the form of EXHIBIT Tenant Estoppel Certificate in Exhibit D or (as modified to make the statement contained therein factually correct). Notwithstanding anything contained in this Agreement to the contrary, in the event Seller is unable to obtain a Tenant Estoppel Certificate from any particular tenant under any Lease, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller attached hereto and made a part hereof as Exhibit E, executed by Seller, and in such event, Seller shall be deemed to have delivered a Tenant Estoppel Certificate with respect to such tenant for purposes of satisfying the condition under this Section 4.3. In no event shall Seller have the right to deliver a Seller's knowledge; hereinafter’s Estoppel Certificate for more than ten percent (10%) of the total net rentable square footage of the Property or for any Required Tenant. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the "SELLER'S ESTOPPEL CERTIFICATE"sooner to occur of (i) and the statements of Seller contained therein shall survive six (6) months following the Closing until the earlier of Date and (a) one hundred and eighty (180) days after Closing, or (bii) the date of delivery to Purchaser obtains an estoppel certificate from of a Tenant Estoppel Certificate executed by the tenant for whom which Seller has delivered a such Seller's ’s Estoppel Certificate. If prior to the Scheduled Closing Date, Tenant Estoppel Certificates sufficient to satisfy the condition precedent to Purchaser’s obligation to purchase the Property described in this Section 4.3 are not received, Seller may postpone the Closing for a maximum of thirty (30) days beyond the Scheduled Closing Date to allow Seller additional time in order to obtain Tenant Estoppel Certificates sufficient to satisfy such condition precedent.
Appears in 1 contract
Tenant Estoppel Certificates. On or before the date which is two (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (102) business days prior to the Closing Contingency Deadline (the “Estoppel Delivery Date”), be Seller shall have delivered to Purchaser no later than five Buyer an Estoppel Certificate in substantially the form of Exhibit “E” attached hereto or in the form the tenant is required to deliver under its Lease (5the “Estoppel Certificate”) from each of the tenants under the Leases, but specifically excluding (i) the Cepheid Lease (as hereinafter defined) for the premises located at 000-000 Xxxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx and (ii) the Verizon License Agreement (as hereinafter defined) (the “Estoppel Delivery Requirement”). For purposes of this Agreement, the term “Verizon License Agreement” shall mean that certain License Agreement dated as of March 11, 2010, by and between Seller, as licensor, and GTE Mobilnet of California Limited Partnership, d/b/a Verizon Wireless, as licensee. If Seller is unable to deliver timely to Buyer the appropriate number of Estoppel Certificates to satisfy the Estoppel Delivery Requirement, Seller may, but without any obligation to do so, deliver to Buyer prior to the Close of Escrow, in lieu of an Estoppel Certificate executed by a tenant, an estoppel certificate executed by Seller (the “Seller Estoppel”), in substantially the form attached hereto as Exhibit “K”, in order to satisfy the Estoppel Delivery Requirement. The Seller Estoppel executed by Seller shall be subject to the limitations contained in Sections 11.9 and 16.4, and such Seller Estoppel shall be deemed automatically null and void upon the delivery of an Estoppel Certificate from the tenant for whom Seller delivered such Seller Estoppel. To the extent that any Estoppel Certificate executed by a tenant is not substantially in the form attached hereto as Exhibit “E” or in the form such tenant is required to deliver under its Lease, Buyer shall have two (2) business days before Closing from tenants after receipt of each such executed Estoppel Certificate to approve or reasonably disapprove the applicable Estoppel Certificate so received (and the failure to timely do so shall constitute approval thereof); provided, however, notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Buyer may only disapprove an executed Estoppel Certificate (or Seller Estoppel, as applicable) if it (a) discloses material adverse economic terms of the applicable Lease that were not disclosed to Buyer (whether in the applicable Lease or any other document delivered or made available to Buyer) prior to the date of the delivery of such Estoppel Certificate to Buyer, (b) alleges a material default of Seller (as landlord) under the Leases occupyingapplicable Lease, or (c) discloses a material unresolved dispute between Seller and such tenant in connection with the aggregateapplicable Lease not previously disclosed to Buyer in writing by Seller or in any document delivered or made available to Buyer; otherwise, not less than 75% of the rentable area of the Propertyapplicable Estoppel Certificate (or Seller Estoppel, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees as applicable) shall be deemed acceptable to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do soand approved by Buyer. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of has not satisfied the rentable area of Estoppel Delivery Requirement by Page(s) the PropertyEstoppel Delivery Date, Seller may execute shall have the right, by delivering written notice to Buyer prior to 5:00 p.m. Pacific time, on the Estoppel Delivery Date, to extend the Estoppel Delivery Date and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying Outside Closing Date for up to an additional fifteen (15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closingin order to obtain sufficient estoppel certificates to satisfy the Estoppel Delivery Requirement. In the event Seller is unable to obtain Estoppel Certificates (or is unable or unwilling to provide a Seller Estoppel) sufficient to satisfy the Estoppel Delivery Requirement by the Estoppel Delivery Date, Buyer may elect to (i) terminate this Agreement pursuant to Section 4.4, or (bii) waive the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel CertificateDelivery Requirement and proceed to the Closing.
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Samples: Agreement of Purchase and Sale (Terreno Realty Corp)
