Acceptable Estoppel Certificates definition

Acceptable Estoppel Certificates has the meaning ascribed to such term in Section 7.2.
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Acceptable Estoppel Certificates are estoppel certificates in substantially the form of the estoppel certificate attached hereto as Exhibit C-2, which shall not contain any material modifications or inconsistencies with respect to the rent roll and the Tenant Leases and which shall not disclose any alleged default or unfulfilled material obligation on the part of the landlord not previously disclosed in writing to Purchaser in this Agreement; provided that an estoppel certificate executed by a Tenant either: (x) in the form prescribed by its Tenant Lease (y) with respect to a regional or national Tenant, in the standard form generally used by such Tenant, or (z) in the form attached hereto as Exhibit C-2 but for which Section 12 or Section 13 thereof shall have been deleted, shall each constitute an Acceptable Estoppel Certificate if it is otherwise consistent with this Section 7.2 and the factual information contained in the estoppels distributed to such Tenants pursuant to the provisions of this Section 7.2. Notwithstanding anything contained herein to the contrary, in no event shall Seller’s failure to obtain the required number of Acceptable Estoppel Certificates in accordance with the provisions of this Section 7.2 constitute a default by Seller under this Agreement. Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number of Acceptable Estoppel Certificates shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit. Prior to delivery of the forms of estoppel certificates to the Tenants including, but not limited to, the Major Tenants, Seller will deliver to Purchaser for each Tenant completed forms of estoppel certificates, in the form attached hereto as Exhibit C-2 or such forms as required by the applicable Major Tenant Tenant Lease and containing the information contemplated thereby. Within three (3) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (A) approving such forms as completed by Seller or (B) setting forth in detail all changes to such forms which Purchaser reasonably believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit C-2 or the form required by the applicable Major Tenant Tenant Lease...
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Examples of Acceptable Estoppel Certificates in a sentence

  • Notwithstanding anything to the contrary, any failure by Seller to deliver to Buyer the Acceptable Estoppel Certificates shall not be a default under this Agreement.

  • Prior to the XX XX Closing Date, Seller shall have delivered to Buyer updated Acceptable Estoppel Certificates executed by the tenants under the XX XX Leases dated no more than forty five (45) days prior to the XX XX Closing Date.

  • Most companies at Kennispark are not involved yet with other regional industries and at this time, the larger regional industries (mainly Thales and Ten Cate) are not connected at all.

  • Seller shall forward to Purchaser copies of any such executed Acceptable Estoppel Certificates if, as and when Seller receives them from Tenants.

  • It will be a condition to Closing that the Sellers collectively obtain and deliver to Purchaser, from (i) each of the major tenants leasing space in the Improvements listed on Exhibit C-1 (“Major Tenants”), and (ii) from such other Tenants leasing space in the Improvements, which when added to all Major Tenants aggregates at least seventy percent (70%) of the rentable square footage leased at each Individual Property, executed Acceptable Estoppel Certificates.

  • We want our workers in a stable neighborhood not a place where people change out weekly or monthly.

  • It will be a condition to Purchaser’s obligation to consummate Closing that Seller obtain and deliver to Purchaser executed Acceptable Estoppel Certificates from all Tenants leasing 20,000 or more square feet of space in the Improvements listed on Exhibit C-1 (“Major Tenants”), and other Tenants leasing collectively with the Major Tenants at least seventy-five percent (75%) of the aggregate of the leased rentable square footage of the Improvements (the “Required Estoppels”).

  • Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number of Acceptable Estoppel Certificates shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit.

  • Section 9.2.6 of the Agreement is hereby amended by deleting the words "no more than fifteen (15) days prior to Closing" from the first sentence of said Section 9.2.6 and by inserting in lieu thereof immediately following the words "Acceptable Estoppel Certificates" in the third line of said Section 9.2.6, the following, "dated no earlier than thirty (30) days prior to the meeting scheduled by Seller for obtaining Shareholder Approval,".

  • It will be a condition to Closing and the performance of the obligations of Purchaser at Closing that Seller obtains and delivers to Purchaser executed Acceptable Estoppel Certificates (i) from each of the major tenants listed on Exhibit C-1 (“Major Tenants”), and (ii) from such other Tenants leasing space at the Improvements, which when added to the Major Tenants, aggregates at least seventy five percent (75%) of the rentable square footage leased at the Improvements.

Related to Acceptable Estoppel Certificates

  • Estoppel Certificate As defined in Section 23.1(a).

  • Estoppel Letter A document executed by the Cooperative Corporation certifying, with respect to a Cooperative Unit, (i) the appurtenant Proprietary Lease will be in full force and effect as of the date of issuance thereof, (ii) the related stock certificate was registered in the Mortgagor's name and the Cooperative Corporation has not been notified of any lien upon, pledge of, levy of execution on or disposition of such stock certificate, and (iii) the Mortgagor is not in default under the appurtenant Proprietary Lease and all charges due the Cooperative Corporation have been paid.

  • Landlord Consent and Estoppel means, with respect to any Leasehold Property, a letter, certificate or other instrument in writing from the lessor under the related lease, pursuant to which, among other things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Credit Party tenant, such Landlord Consent and Estoppel to be in form and substance acceptable to Collateral Agent in its reasonable discretion, but in any event sufficient for Collateral Agent to obtain a Title Policy with respect to such Mortgage.

  • SNDA means a Supplemental New Drug Application, as defined in the FDCA and applicable regulations promulgated thereunder.

  • Landlord Access Agreement means a Landlord Access Agreement, substantially in the form of Exhibit G, or such other form as may reasonably be acceptable to the Administrative Agent.

  • Bailee Letter has the meaning assigned to such term in the Custodial Agreement.

  • Record of survey map means a map of a survey of land prepared in accordance with Section 10-9a-603, 17-23-17, 17-27a-603, or 57-8-13.

  • Delay Delivery Mortgage Loans The Mortgage Loans for which all or a portion of a related Mortgage File is not delivered to the Trustee or to the Custodian on its behalf on the Closing Date. The number of Delay Delivery Mortgage Loans shall not exceed 25% of the aggregate number of Mortgage Loans as of the Closing Date.

  • Property Notice means any order, notice, proposal, demand or other requirement issued by any competent authority (including the Landlord) which materially affects the Academy Trust’s ability to use the Land for the purposes of the Academy. Restrictions on Land transfer

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Substitute Property shall have the meaning set forth in Section 2.6 hereof.

  • Ground Lessor means each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

  • FHA Approved Mortgagee A corporation or institution approved as a mortgagee by the FHA under the Act, and applicable HUD regulations, and eligible to own and service mortgage loans such as the FHA mortgage loans.

  • FIRPTA means the Foreign Investment in Real Property Tax Act of 1980, as amended.

  • Form 10-K Certification As defined in Section 4.03(e).

  • Landlord Waiver means a letter in form and substance reasonably acceptable to the Administrative Agent and executed by a landlord in respect of Inventory of a Loan Party located at any leased premises of a Loan Party pursuant to which such landlord, among other things, waives or subordinates on terms and conditions reasonably acceptable to the Administrative Agent any Lien such landlord may have in respect of such Inventory.

  • FIRPTA Certificate an affidavit from the Annual Conference pursuant to Section 1445(b)(2) of the Code in the form attached hereto as Exhibit D, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code

  • Back-Up Certification As defined in Section 3.18(k).

  • Lease Assignment has the meaning set forth in Section 3.5(d).

  • Real Property Deliverables means each of the following agreements, instruments and other documents in respect of each Facility:

  • Lease Assignments means the assignments of real property leases and subleases by and between a member of the Nuance Group, as assignor, and a member of the SpinCo Group, as assignee, in each case as set forth on Schedule XII under the caption “Lease Assignments.”

  • Occupancy Certificate means the occupancy certificate, or such other certificate by whatever name called, issued by the competent authority permitting occupation of any building, as provided under local laws, which has provision for civic infrastructure such as water, sanitation and electricity;

  • Conforming Mortgage Loan means a first lien Mortgage Loan originated in accordance with the criteria of an Agency for purchase of Mortgage Loans, including, without limitation, conventional Mortgage Loans, FHA Loans and VA Loans, as determined by Buyer in its sole discretion.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Required Special Servicer Rating means with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”, (ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer, (iii) in the case of Xxxxx’x, such special servicer is acting as special servicer for one or more loans included in a commercial mortgage loan securitization that was rated by Xxxxx’x within the twelve (12) month period prior to the date of determination, and Xxxxx’x has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, such special servicer has a ranking by Morningstar equal to or higher than “MOR CS3” as a special servicer, provided that if Morningstar has not issued a ranking with respect to such special servicer, such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by a Rating Agency within the twelve (12) month period prior to the date of determination, and Morningstar has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination, and (vi) in the case of DBRS, such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by DBRS within the twelve (12) month period prior to the date of determination and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities as a material reason for such downgrade or withdrawal.

  • Landlord Consent means a Landlord Consent substantially in the form of Exhibit G.