Definition of Acceptable Tenant Estoppel


Acceptable Tenant Estoppel means an estoppel (i) which is dated not earlier than the date hereof and (ii) which is (A) substantially in the form of Exhibit E hereto, or if a Tenant declines to execute such form, is either: (B) in substantially such form as a Tenant is required to deliver under its Lease, (C) with respect to any Lease that does not attach a form of tenant estoppel certificate, an estoppel certificate which substantially incorporates the matters that the applicable Tenant is required to certify to in the estoppel provision contained in such Lease, without giving effect to clauses in such Lease that state a Tenant is required to certify to “other matters reasonably requested by landlord” or words of similar effect (in each case under clauses (A), (B) and (C) subject to non-material modifications thereof to conform the same to the relevant Lease) or (D) otherwise in a commercially reasonable form of tenant estoppel; provided, in all instances for an estoppel delivered under clauses (A) – (D) above to be an “Acceptable Tenant Estoppel,” such Tenant estoppel shall (1) state the applicable Lease is in full force and effect, list the agreements comprising the Lease and the amount of the current Fixed Rent, and the date through which the Tenant has paid Fixed Rent, (2) not disclose matters materially inconsistent with the representations and warranties of Sellers contained in Section 4.12(b) of the Sellers’ Disclosure Schedule (other than matters prorated for at Closing, such as outstanding tenant allowances and the cost of outstanding tenant work), and (3) state that neither the Tenant nor, to the Tenant’s knowledge, such Company, is in default under the terms of the applicable Lease, and not assert a material claim against Sellers or such Company (which is not otherwise prorated at Closing, such as outstanding tenant allowances and the cost of outstanding tenant work).

Examples of Acceptable Tenant Estoppel in a sentence

Promptly upon Seller’s receipt of a tenant estoppel from any Tenant, and without regard to whether such tenant estoppel constitutes an Acceptable Tenant Estoppel, Seller shall forward a copy of such tenant estoppel to Purchaser.
Notwithstanding the foregoing, Seller shall send each Tenant (other than Tenants leasing space at the Property pursuant to telecom access agreements listed on Schedule A to the Non-Competition Agreement (as hereinafter defined)) an estoppel in the Tenant Estoppel Certificate Form (as hereinafter defined) and use commercially reasonable efforts to obtain an Acceptable Tenant Estoppel executed by each of the Tenants.
If Borrowers deliver to Lender on or prior to the 60th Day Acceptable Tenant Estoppel Letters from tenants leasing less than 10% but greater than or equal to 5% of the leased square footage of the Property as of the Closing Date, the Applicable Interest Rate shall be increased twelve hundredths of one percent (0.12%).
If Borrowers deliver to Lender on or prior to the 60th Day Acceptable Tenant Estoppel Letters from tenants leasing less than 15% but greater than or equal to 10% of the leased square footage of the Property as of the Closing Date, the Applicable Interest Rate shall be increased eleven hundredths of one percent (0.11%).
If Borrowers deliver to Lender on or prior to the 60th Day Acceptable Tenant Estoppel Letters from tenants leasing less than 35% but greater than or equal to 30% of the leased square footage of the Property as of the Closing Date, the Applicable Interest Rate shall be increased by seven hundredths of one percent (0.07%).