Conforming Estoppel Certificate definition

Conforming Estoppel Certificate means (i) an estoppel certificate pursuant to which a Tenant has certified, at least, that (A) all rental due and payable under the applicable Lease is paid and, if Final Completion has occurred, Tenant has accepted and is in occupancy of the premises demised by such Lease, (B) the Lease has not been amended or otherwise modified and (C) neither the Property Owner (to such Tenant’s actual Knowledge), as landlord, nor Tenant is in default of any of its obligations under the Lease and knows of no event which with notice or the passage of time, or both, would result in a default by either the Property Owner or the Tenant under such Lease, or (ii) if acceptable to the Agent, the form of estoppel certificate attached as an exhibit to an Approved Lease.
Sample 1
Conforming Estoppel Certificate means any estoppel certificate that is delivered to Purchaser in the form of EXHIBIT E (or such other estoppel certificate complying with the terms of any particular lease) which does not contain any modification or addition that is materially adverse to Purchaser and which does not reveal any default under the affected lease or condition which, with notice or the passage of time, would constitute a default. As used in this Agreement, the term "Seller Estoppel Certificate" means a certificate executed and delivered by Seller which contains the same information with respect to any affected lease as would the requested Conforming Estoppel Certificate. Any estoppel certificate which is not a Conforming Estoppel 11 Certificate or a Seller Estoppel Certificate, but which is not expressly disapproved by Purchaser in writing within three (3) business day after Purchaser's receipt thereof, shall constitute a Conforming Estoppel Certificate. In the event Seller delivers a Seller Estoppel Certificate and later obtains a Conforming Estoppel Certificate with respect to the same lease, then upon delivery of the Conforming Estoppel Certificate to Purchaser (whether before or after Closing), Seller shall be automatically and fully released and discharged from any and all liability then or thereafter arising with respect to the Seller Estoppel Certificate.
Sample 1
Conforming Estoppel Certificate means either (i) an estoppel certificate dated no earlier than thirty (30) days prior to Closing, signed by Tenant and substantially in the form prescribed by the Lease, with information that materially conforms to the information set forth in the Lease and Due Diligence Items and with no material deletions made or material additional information added that is inconsistent with the statements set forth in such form or with the information set forth in in the Lease and no uncured default disclosed with respect to either the landlord or tenant under the Lease; or (ii) an estoppel certificate that is otherwise acceptable to Purchaser in its sole discretion. Prior to or after Closing, neither Seller nor Purchaser will release or cause or permit to be released any press notices, or publicity or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions or substance of this Agreement without first obtaining the written consent of the other party. The foregoing shall not preclude either party from discussing the substance or any relevant details of such transactions with any of its attorneys, accountants, professional consultants, advisors, lenders, partners, investors, or any prospective lender, partner or investor, as the case may be, or prevent either party hereto, from complying with laws, rules, regulations and court orders, including without limitation, governmental regulatory, disclosure, tax and reporting requirements or enforcing its rights under this Agreement. To the extent that Purchaser is required to disclose any such confidential information by law, regulation or stock exchange rule or pursuant to a subpoena, court order or other legal proceeding, Purchaser shall notify Seller (both by telephone and in writing) within one business day of its knowledge of such legally required disclosure. Purchaser shall cooperate with Seller’s counsel in any appeal or challenge to such disclosure made by Seller. If no protective order or similar relief is obtained, Purchaser: (i) may disclose only that portion of the confidential information that it is legally obligated to disclose, (ii) shall exercise reasonable efforts to obtain reliable assurances that the disclosed information will be kept confidential and (iii) shall exercise reasonable efforts to provide Seller with a copy of the information to be disclosed before the same is given to any third party. Ea...
Sample 1

Examples of Conforming Estoppel Certificate in a sentence

  • Any estoppel certificate which is not a Conforming Estoppel 11 Certificate or a Seller Estoppel Certificate, but which is not expressly disapproved by Purchaser in writing within three (3) business day after Purchaser's receipt thereof, shall constitute a Conforming Estoppel Certificate.

  • In the event Seller delivers a Seller Estoppel Certificate and later obtains a Conforming Estoppel Certificate with respect to the same lease, then upon delivery of the Conforming Estoppel Certificate to Purchaser (whether before or after Closing), Seller shall be automatically and fully released and discharged from any and all liability then or thereafter arising with respect to the Seller Estoppel Certificate.

  • In the event that Seller elects to deliver such Seller Estoppel Certificates, each statement therein shall survive for a period terminating on the earlier to occur of (i) the date on which Purchaser has received an executed Conforming Estoppel Certificate signed by the tenant under the Lease in question, or (ii) one (1) year from the Closing Date.

  • As used in this Agreement, the term "Conforming Estoppel Certificate" means any estoppel certificate that is delivered to Purchaser in the form of EXHIBIT E (or such other estoppel certificate complying with the terms of any particular lease) which does not contain any modification or addition that is materially adverse to Purchaser and which does not reveal any default under the affected lease or condition which, with notice or the passage of time, would constitute a default.

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More Definitions of Conforming Estoppel Certificate

Conforming Estoppel Certificate means (i) an estoppel certificate pursuant to which a Tenant has certified, at least, that (A) all rental due and payable under the applicable Lease is paid, (B) the Lease has not been amended or otherwise modified and (C) neither the Borrower (to such Tenant’s actual knowledge), as landlord, nor Tenant is in default of any of its obligations under the Lease or any event which with notice or the passage of time, would result in a default by either the Borrower or the Tenant under such Lease or both, or (ii) if acceptable to the Agent in its reasonable discretion, the form of estoppel certificate attached as an exhibit to an Approved Lease.
Sample 1

Related to Conforming Estoppel Certificate

  • 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.

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

  • 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 reasonably 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.

  • 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, as determined by Buyer in its sole discretion.

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

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

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

  • 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

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

  • 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;

  • Lease Assignment has the meaning set forth in Section 3.6(d).

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • 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.”

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • 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

  • Rent Roll shall have the meaning set forth in Section 3.18 hereof.

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

  • FIRPTA Affidavit means the Foreign Investment in Real Property Tax Act Certification and Affidavit, substantially in the form of Exhibit D hereto.

  • Substitution Notice has the meaning specified in Section 2.17 (Substitution of Lenders).

  • Delay Delivery Certification As defined in Section 2.02(a) hereof.

  • Lease Supplement means a Lease Supplement, substantially in the form of Schedule 2 hereto, to be entered into between Lessor and Lessee on the Delivery Date for the purpose of leasing the Aircraft under and pursuant to the terms of this Agreement, and any subsequent Lease Supplement entered into in accordance with the terms of this Agreement.

  • Certificate of Substantial Completion means the certificate executed by the A/E, ODR and Contractor that documents to the best of A/E’s and ODR’s knowledge and understanding, Contractor’s sufficient completion of the work in accordance with the Contract, so as to be operational and fit for the use intended.