Estoppel Certificates from Tenants. Sellers shall use Sellers' commercially reasonable efforts to obtain, on or prior to the Closing Date, a tenant's estoppel certificate from Tenants occupying at least eighty percent (80%) of each Project (except Tred Avon) or such larger percentage as Buyer's lender or lenders may require (provided, that Buyer advises Sellers of lender requirements at least thirty (30) days before Closing) (the "Estoppel Certificate"), dated no earlier than thirty (30) days prior to the Closing Date, from each of the Tenants. The Estoppel Certificate shall be certified to Buyer, the Entity owning the Project in which the applicable Tenant is located, and any other party designated by Buyer. If Sellers (despite Sellers' required best efforts) are unable to obtain an Estoppel Certificate from the required percentage of Tenants Buyer's sole remedy shall be to proceed to close and accept Seller's own Estoppel Certificate with respect to the Lease and tenancy for which Sellers fail to procure an Estoppel Certificate from the relevant Tenant (and any Estoppel Certificate so executed by a Seller shall also be tailored, in a manner mutually and reasonably acceptable to Buyer and such Seller, to reflect its issuance by the landlord, rather than the Tenant in question). Each such Estoppel Certificate shall be substantially in the form attached hereto as Exhibit "Tenant Estoppel Certificate" or in such other form as Buyer's lender or lenders may require. At Buyer's request, when Sellers request the Tenant Estoppels, Sellers shall simultaneously request, and thereafter Sellers shall use Sellers' commercially reasonable efforts to obtain, on or before the Closing Date, from each Tenant a subordination, non-disturbance and attornment agreement in such form and content as Buyer or Buyer's lender may require.

Estoppel Certificates from Tenants. The XxXxxxx Contributor shall use its reasonable, good faith and diligent efforts to obtain and deliver to Acquiror, on or prior to the Closing Date, a tenant's estoppel certificate (the "Estoppel Certificate") dated no earlier than 60 days prior to the Closing Date from each of the Tenants. Each such Estoppel Certificate shall be substantially in the form attached hereto as Exhibit B. It shall be an Acquiror's Condition Precedent that the XxXxxxx Contributor shall obtain and deliver to Acquiror, at Closing, Estoppel Certificates for (i) 75% of the total aggregate gross rental income for all of the Properties (as shown on the Rent Roll delivered at Closing), (ii) any single-Tenant Property and (iii) those particular Tenants reflected in Schedule 9(b) ("Required Estoppel Tenants"). If the XxXxxxx Contributor satisfy the above requirement, but (despite their good faith and diligent efforts) are unable to obtain all of the remaining Estoppel Certificate(s) from any Tenants, then, at Closing, the XxXxxxx Contributor shall deliver to Acquiror an Estoppel Certificate with respect to such Tenant(s) in substantially the same form as Exhibit B; provided, however, that in the event that the XxXxxxx Contributor ultimately procure (within 60 days after Closing) an Estoppel Certificate from any Tenant with respect to which the XxXxxxx Contributor issue their own Estoppel Certificate and such Tenant's Estoppel Certificate complies with the requirements of this Paragraph 9(b), then the XxXxxxx Contributor shall be released from its own Estoppel Certificate with respect to that Tenant.

Estoppel Certificates from Tenants. As a Condition Precedent to Purchaser's obligation to close hereunder, Seller shall have obtained and delivered to the Purchaser, on or prior to the Closing Date, an estoppel certificate (the "Estoppel Certificate"), each dated no earlier than thirty (30) days prior to the Closing Date from:: (a) each of the Tenants under the Outparcel Leases; (b) each Tenant whose premises exceed 10,000 square feet; (c) 75% (measured by square footage leased) of the Tenants whose premises are between 1,000 and 10,000 square feet; and (d) 50% (measured by square footage leased) of the Tenants whose premises are less than 1,000 square feet, provided, however that if GECC requires a greater number of estoppel certificates from Tenants in connection with the assumption of the Existing Indebtedness, then the requirements of GECC shall control. Each such Estoppel Certificate shall be substantially in the form attached hereto as Exhibit O. Seller covenants to use reasonable diligent efforts to obtain Estoppel Certificates from all Tenants. If Seller (despite its diligent efforts) is unable to obtain an Estoppel Certificate from the required number of Tenants, Purchaser may elect to waive compliance with this requirement or Purchaser's sole remedy shall be to terminate this Agreement because of non-satisfaction of a Condition Precedent, in which event the Xxxxxxx Money, with interest thereon, will be immediately returned to Purchaser and, except as otherwise provided in this Agreement, neither party shall have any further liability to the other hereunder.

Estoppel Certificates from Tenants. It shall be an Acquiror’s Condition Precedent that Contributor shall have obtained and delivered to Acquiror or Subsidiary, on or prior to the Closing Date, a tenant’s estoppel certificate (the “Estoppel Certificate”), dated no earlier than 30 days prior to the Closing Date, from each of the Tenants. The Estoppel Certificate shall be certified to Subsidiary and any other party designated by Acquiror. If Contributor is unable to obtain an Estoppel Certificate from any Tenant, Acquiror’s sole remedy shall be to either (i) terminate this Agreement because of non-satisfaction of an Acquiror’s Condition Precedent; or (ii) proceed to close and accept Contributor’s own Estoppel Certificate (to be given at Contributor’s option) with respect to the Lease and tenancy for which Contributor fails to procure an Estoppel Certificate from the relevant Tenant (and any Estoppel Certificate so executed by Contributor shall also be tailored, in a manner mutually and reasonably acceptable to Subsidiary and Contributor, to reflect its issuance by the landlord, rather than the Tenant in question). Each such Estoppel Certificate shall be substantially in the form attached hereto as EXHIBIT L.

Estoppel Certificates from Tenants. As a Condition Precedent to Purchaser's obligation to close hereunder, Seller shall have obtained and delivered to Purchaser, on or prior to the Closing Date, an estoppel certificate in the form attached hereto as EXHIBIT F (or in the form required by the applicable tenant's Lease to the extent a form is attached) without material and adverse modification or adjustment by the applicable tenant of such Estoppel Certificate or any modification thereto by the applicable tenant that is inconsistent with the description of economic terms of the applicable tenancy contained in the Rent Roll (an "ESTOPPEL CERTIFICATE") dated no earlier than forty-five (45) days prior to the Closing Date (except to the extent Purchaser elects to extend Closing pursuant to SECTION 6.5, in which event Estoppel Certificates must be dated not earlier than seventy-five (75) days prior to Closing), from (a) tenants that account for at least seventy percent (70%) of the gross rent of the Project (the "REQUIRED ESTOPPEL AMOUNT"); and (b) all of the tenants identified on SCHEDULE 11.3 (the "CRITICAL TENANTS"), which Critical Tenants shall be included for purposes of calculating the Required Estoppel Amount. Notwithstanding anything contained herein to the contrary, if either or both of Paragraphs 11 and 12 from the form of Estoppel Certificate attached hereto as EXHIBIT F are (x) removed (in whole or in part) by a tenant, or (y) modified by a tenant to include a knowledge or notice standard, or (z) otherwise adjusted or modified by a tenant in a fashion that is not material and adverse in nature (any such removal or modification described in items (x), (y) and (z), a "PERMITTED MODIFICATION"), such Permitted Modifications shall not be deemed a material and adverse modification or adjustment by a tenant and Seller shall accept an Estoppel Certificate, for purposes of determining whether the Required Estoppel Amount has been satisfied, in which Permitted Modifications have been made to either or both of Paragraphs 11 and 12 provided that such Estoppel Certificate otherwise satisfies the requirements of the preceding sentence. If Seller (despite its diligent efforts) is unable to obtain an Estoppel Certificate from a sufficient number of tenants such that the Required Estoppel Amount is satisfied, Purchaser's sole remedy shall be to either (i) terminate this Agreement and receive back the Xxxxxxx Money with all interest accrued thereon; or (ii) proceed to close and automatically and forever w...

Estoppel Certificates from Tenants. FLIP shall use its reasonable, good faith and diligent efforts to obtain and deliver to the Company, on or prior to the Closing Date, a tenant's estoppel certificate (the "Estoppel Certificate") dated no earlier than 60 days prior to the Closing Date from each of the Tenants. Each such Estoppel Certificate shall be substantially in the form attached to the MCA as Exhibit B thereto. It shall be a condition precedent to the obligations of the Company that FLIP shall obtain and deliver to the Company, at Closing, Estoppel Certificates for (i) 75% of the total aggregate gross rental income for all of the FLIP Properties (as shown on the Rent Roll delivered at Closing), (ii) any single-Tenant FLIP Property and (iii) those particular Tenants reflected in Schedule 9(b) to the MCA with respect to the FLIP Properties ("Required Estoppel Tenants"). If FLIP satisfies the above requirement, but (despite its good faith and diligent efforts) is unable to obtain all of the remaining Estoppel Certificate(s) from any Tenants, then, at Closing, FLIP shall deliver to the Company an Estoppel Certificate with respect to such Tenant(s) in substantially the same form as such Exhibit B; provided, however, that in the event that FLIP ultimately procures (within 60 days after Closing) an Estoppel Certificate from any Tenant with respect to which FLIP issues its own Estoppel Certificate and such Tenant's Estoppel Certificate complies with the requirements of this paragraph, then FLIP shall be released from its own Estoppel Certificate with respect to that Tenant.

Related to Estoppel Certificates from Tenants

Estoppel Certificates Tenant agrees to furnish periodically, within ten (10) days after written request therefor by Landlord, or any actual or prospective Mortgagee for any Hotel, or any interest of Landlord therein or any actual or prospective purchaser of Landlord's interest, a certificate signed by Tenant (which may require a true and correct copy of this Lease and any and all amendments hereto to be attached) certifying (to the extent same is true) to the then current Rent due hereunder; that Tenant is not in default hereunder; that this Lease is in full force and effect and unmodified; that the Term has commenced and the full rental is then accruing hereunder; that no Rent under this Lease has been paid more than ninety (90) days in advance of its due date; that the address for Notices to be sent to Tenant is as set forth in this Lease (or has been changed by Notice duly given and is as set forth in the certificate); that Tenant has no knowledge of any default by Landlord then existing under this Lease; and such other matters as may be reasonably requested by Landlord or any Mortgagee, prospective Mortgagee or prospective purchaser. If Tenant is unable to so certify as to one or more of the foregoing items, Tenant shall specify its reason therefor in writing. Any such certificate may be relied upon by any prospective purchaser, ground lessor, Mortgagee, or any beneficiary under any deed of trust on the Improvements or the Land or any part thereof. Landlord agrees to furnish periodically, within ten (10) days after written request therefor by Tenant or any actual or prospective Mortgagee, a certificate signed by Landlord containing substantially the same information as described above.
Estoppel Certificate Tenant agrees that from time to time, upon not less than seven (7) days' prior written request by Landlord, Tenant will, and Tenant will cause any subtenant, licensee, concessionaire or other occupant of the Premises to, promptly complete, execute and deliver to Landlord or any party or parties designated by Landlord a statement in writing certifying: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications that the same are in full force and effect as modified and identifying the modifications); (ii) the dates to which the Rent and other charges have been paid; (iii) that the Premises have been unconditionally accepted by the Tenant (or if not, stating with particularity the reasons why the Premises have not been unconditionally accepted); (iv) the amount of any Security Deposit held hereunder; (v) that, so far as the party making the certificate knows, Landlord is not in default under any provisions of this Lease, if such is the case, and if not, identifying all defaults with particularity; and (vi) any other matter reasonable requested by Landlord. Any purchaser or Mortgagee of any interest in the Building shall be entitled to rely on said statement. Failure to give such a statement within seven (7) days after said written request shall be conclusive evidence, upon which Landlord and any such purchaser or Mortgagee shall be entitled to rely that this Lease is in full force and effect and Landlord is not in default and Tenant shall be estopped from asserting against Landlord or any such purchaser or Mortgagee any defaults of Landlord existing at that time but Tenant shall not thereby be relieved of the affirmative obligation to give such statement. Moreover, if Tenant fails to deliver or cause to be delivered such statement within said seven (7) day period, Landlord shall be entitled to collect from Tenant upon demand, as liquidated damages occasioned by such delay and not as a penalty (the actual damages resulting from such delay being impossible to ascertain), a sum equal to one-fifteenth of the Monthly Base Rent for each day, up to fifteen (15) days, after the expiration of said seven (7) day period that Tenant fails to deliver such statement. If such failure persists after such fifteen (15) day period, Landlord shall be entitled to pursue any and all remedies it may have with respect to such Default, including termination of this Lease or Tenant's right to possession and collection of damages, including consequential damages, arising by reason for such Default.
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.
TENANT'S ESTOPPEL CERTIFICATE From time to time, upon written request of Landlord, Tenant shall execute, acknowledge and deliver to Landlord or its designee, a written certificate stating (a) the date this Lease was executed, the Commencement Date of the Term and the date the Term expires; (b) the date Tenant entered into occupancy of the Premises; (c) the amount of Rent and the date to which such Rent has been paid; (d) that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way (or, if assigned, modified, supplemented or amended, specifying the date and terms of any agreement so affecting this Lease); (e) that this Lease represents the entire agreement between the parties with respect to Tenant’s right to use and occupy the Premises (or specifying such other agreements, if any); (f) that all obligations under this Lease to be performed by Landlord as of the date of such certificate have been satisfied (or specifying those as to which Tenant claims that Landlord has yet to perform); (g) that all required contributions by Landlord to Tenant on account of Tenant’s improvements have been received (or stating exceptions thereto); (h) that on such date there exist no defenses or offsets that Tenant has against the enforcement of this Lease by Landlord (or stating exceptions thereto); (i) that no Rent or other sum payable by Tenant hereunder has been paid more than one (1) month in advance (or stating exceptions thereto); (j) that a currently valid Letter of Credit has been deposited with Landlord, stating the original amount thereof and any increases or decreases thereto; and (k) any other matters evidencing the status of this Lease that may be required either by a lender making a loan to Landlord to be secured by a deed of trust covering the Building or the Project or by a purchaser of the Building or the Project. Any such certificate delivered pursuant to this Paragraph 30 may be relied upon by a prospective purchaser of Landlord’s interest or a mortgagee of Landlord’s interest or assignee of any mortgage upon Landlord’s interest in the Premises. If Tenant shall fail to provide such certificate within ten (10) days of receipt by Tenant of a written request by Landlord as herein provided, such failure shall, at Landlord’s election, constitute a Default under this Lease, and Tenant shall be deemed to have given such certificate as above provided without modification and shall be deemed to have admitted the accuracy of any information supplied by Landlord to a prospective purchaser or mortgagee.
FORM OF TENANT’S ESTOPPEL CERTIFICATE The undersigned as Tenant under that certain Lease (the “Lease”) made and entered into as of ___________, 201_ by and between _______________ as Landlord, and the undersigned as Tenant, for Premises on the ______________ floor(s) of the office building located at [INSERT BUILDING ADDRESS], certifies as follows:
Tenant Estoppel Certificate Please refer to the documents described in Schedule 1 hereto, (the “Lease Documents”) including the “Lease” therein described; all defined terms in this Certificate shall have the same meanings as set forth in the Lease unless otherwise expressly set forth herein. The undersigned Tenant hereby certifies that it is the tenant under the Lease. Tenant hereby further acknowledges that it has been advised that the Lease may be collaterally assigned in connection with a proposed financing secured by the Property and/or may be assigned in connection with a sale of the Property and certifies both to Landlord and to any and all prospective mortgagees and purchasers of the Property, including any trustee on behalf of any holders of notes or other similar instruments, any holders from time to time of such notes or other instruments, and their respective successors and assigns (the “Beneficiaries”) that as of the date hereof:
Subordination Estoppel Certificate (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Lease, this Lease shall be subordinate at all times to the lien of any mortgages and deeds of trust now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control. Tenant further agrees to execute and deliver within twenty (20) days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the Mortgagee shall have thirty (30) additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage.
SUBORDINATION; ESTOPPEL CERTIFICATES This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize such party as the lessor hereunder provided that such party agrees not to disturb Tenant’s occupancy so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder. Within 10 days after request by Landlord, Tenant shall execute such further instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers.
Subordination to Mortgages; Estoppel Certificate Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now upon the Premises, the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a “Mortgage”) and to any future Mortgage provided that in the case of a future Mortgage the subordination shall be subject to the proposed lender providing the Tenant such lender’s standard form Subordination, Non-Disturbance and Attornment Agreement (“SNDA”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. As an alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease. Landlord and Tenant shall each, within ten (10) days after receipt of a written request from the other, execute and deliver a commercially reasonable estoppel certificate to those parties as are reasonably requested by the other (including a Mortgagee or prospective purchaser). Without limitation, such estoppel certificate may include a certification as to the status of this Lease, the existence of any defaults and the amount of Rent that is due and payable. Upon full execution of this Lease by the Landlord and the Tenant, the Landlord agrees to request an SNDA in such lender’s customary form, from the existing lender holding a mortgage on the Property.
Possession; Estoppel Certificates Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

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