Estoppels. Buyer shall have received from Seller, no later than ten (10) days prior to the Closing, estoppel certificates from (a) all Tenants occupying 5,000 (based on a per suite or cumulative basis) rentable square feet or more (each, a “Major Tenant”), (b) other Tenants sufficient so that Seller has delivered estoppel certificates from Tenants representing, in the aggregate, at least seventy-five percent (75%) of the occupied square footage of the Property (including the Major Tenants), and (c) from any party or declarant to a reciprocal easement agreement, easement agreement, declaration of covenants, conditions or restrictions other similar agreement affecting the Property, so long as (i) Buyer has a reasonable basis for requesting such estoppel, (ii) Buyer has provided written notice to Seller of such request prior to the expiration of the Due Diligence Period and (iii) such estoppels are limited in scope to monetary obligations due and payable by Seller. In all cases, the estoppels shall be on forms provided by (or otherwise reasonably approved by) Buyer dated no earlier than thirty (30) days prior to the Closing Date. The matters certified in the estoppel certificates and any modifications to the estoppel certificate forms shall be subject to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) days before the Closing Date of Buyer’s approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of any estoppel certificate, and Seller is unable to deliver, in Buyer’s good faith business judgment, a reasonably acceptable estoppel certificate prior to the Closing Date, Buyer shall have the right to terminate this Agreement and to obtain a refund of the Deposit without any further action required by any Party, and neither Party shall have any further obligation to the other.
Estoppels. It will be a condition to Closing that Seller obtain from each Major Tenant an executed estoppel certificate in the form, or limited to the substance, prescribed by each Major Tenant’s Lease. Notwithstanding the foregoing, Seller agrees to request that each Major Tenant and other Tenants in the buildings and any REA Party execute an estoppel certificate in the form reasonably requested by Purchaser and annexed hereto as Exhibit G or such form as reasonably required by Purchaser’s lenders if such form is provided to Seller at least five (5) days prior to the end of the Evaluation Period. No later than five (5) Business Days after the end of the Evaluation Period, Seller will request each Major Tenant and other Tenants in the buildings and any REA Party to execute an estoppel certificate in the form of Exhibit G or such form as reasonably required by Purchaser’s lenders if such form is provided to Seller at least five (5) days prior to the end of the Evaluation Period and use good faith efforts to obtain same. Seller shall not be in default of its obligations hereunder if any Major Tenant or other Tenant or REA Party fails to deliver an estoppel certificate, or delivers an estoppel certificate which is not in accordance with this Agreement.
Estoppels. (a) Within ten Business Days following request from Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord a statement executed and acknowledged by Tenant, in form satisfactory to Landlord, (i) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent then payable, (iii) stating whether or not, to the best of Tenant’s knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security deposit, if any, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 may be relied upon by any purchaser or owner of the Real Property or the Buildings, or all or any portion of Landlord’s interest in the Real Property or the Buildings or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereof.
Estoppels. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppels described in Section 5.4.2 and the estoppels described in Section 5.4.3.
Estoppels. By that date which is not later than ten (10) days before the Closing Date (the "Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) in the Xxxxxxx Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, XX Xxxx & Company and Xxxx Xxxxxx, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the Xxxxxxx Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"); provided, however, that in the event that prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period ...
Estoppels. Seller shall have delivered to Buyer, with respect to each Real Property Lease and each Easement, a Landlord Estoppel Certificate in the form of Exhibit O, executed by an authorized officer of the landlord under such Real Property Lease and/or each Easement;]48
Estoppels. Sellers and Buyer hereby acknowledge that Sellers will not obtain, and Buyer’s obligation to close shall not be conditioned upon receipt of, estoppel certificates for tenants occupying the Properties that are included in the First Closing. With respect to the Second Closing and the Bay Park Closing, Seller shall endeavor to obtain and deliver to Buyer no later than two (2) business days prior to the applicable Closing estoppel certificates from all Major Tenants (the “Tenant Estoppel Certificates”). Sellers’ failure to obtain the Tenant Estoppel Certificates described in the preceding sentence by the applicable Closing shall not be a default under this Agreement. Buyer’s receipt of Tenant Estoppel Certificates that are executed by Major Tenants and that do not indicate a material tenant default that arose after the Merger Date or material and substantiated landlord default that arose after the Merger Date shall be deemed satisfactory to Buyer and shall satisfy this condition to closing. As used herein, the phrase “material tenant default” shall mean a delinquency in the payment of two (2) or more months’ base rent and additional rent, or another default by tenant, the cost of which would be equal to or greater than the amount of two (2) or more months’ base rent and additional rent. Furthermore, as used herein, the phrase “material and substantiated landlord default” shall mean a default as to which there is substantiated evidence of landlord’s default. If a Tenant Estoppel Certificate alleges a material tenant default that arose after the Merger Date, then the applicable Seller may choose to either (i) negotiate a lower Purchase Price for the Property with Buyer on or before the scheduled Closing date, or (ii) remove the Property at which the tenant is located from the applicable Closing, and the Purchase Price shall be reduced accordingly. If a Tenant Estoppel Certificate alleges a material and substantiated landlord default based on events that occurred after the Merger Date, then the applicable Seller may choose to either (x) cure the material and substantiated landlord default (and may extend the date of the applicable Closing for up to thirty (30) days to effectuate such a cure), or (y) post a cash deposit or letter of credit with Buyer in an amount reasonably approved by Buyer to cover the cost of curing the material and substantiated landlord default, and, regardless of whether the applicable Seller chooses the action pursuant to the foregoing clau...
Estoppels. It will be a condition to Closing that Seller obtain from each Major Tenant and a sufficient number of other Tenants at the Property in order to cover not less than 80% of the total rented square footage of the buildings in the aggregate located at the Property, an executed estoppel certificate in the form attached hereto as Exhibit “G” dated not more than forty-five (45) days prior to Closing (unless the Scheduled Closing Date has been extended by Purchaser pursuant to this Agreement), or in the form or limited to the substance, prescribed by each Major Tenant’s or, as applicable, other Tenant’s Lease. Notwithstanding the foregoing, Seller agrees to request that each Major Tenant and other Tenants in the buildings execute an estoppel certificate in the form attached hereto as Exhibit “G”, and use good faith, commercially reasonable efforts to obtain same. Seller shall not be in default of its obligations hereunder if any Major Tenant or other Tenant fails to deliver an estoppel certificate, or delivers an estoppel certificate which is not in accordance with this Agreement; provided, however, that as more fully set forth in Section 9.1(f) below, such failure may constitute the failure to satisfy a condition precedent to Purchaser’s obligation to purchase the Property. For purposes of this subsection, an estoppel certificate will be not be treated as having been received if it contains (i) any material adverse inconsistencies with Seller’s representations or warranties set forth in this Agreement as modified pursuant to Section 8.3 below, or (ii) any material adverse deviation from the form or substance of estoppel required to be delivered by the Tenant hereunder, and, if any estoppel certificate discloses any such material adverse matter not cured or satisfied by Seller on or before the date which is three (3) Business Days prior to the Scheduled Closing Date, then Purchaser shall have the right to terminate this Agreement on or before the Scheduled Closing Date. Purchaser shall be entitled to three (3) Business Days to review each such estoppel certificate and provide reasonable objections thereto prior to Seller sending such estoppel certificate to a Tenant. For purposes of this Section 7.3, an estoppel shall not be deemed to contain a material adverse deviation from the required estoppel form, if (i) the Tenant limits assertions in the estoppel “to Tenant’s Knowledge” or (ii) refuses to confirm whether its Lease contains any extension, expansion, or ter...
Estoppels. The Property Manager shall deliver or cause to be delivered to the Indenture Trustee, promptly upon request but in no event later than twenty (20) days following receipt by Property Manager of such estoppel, from each applicable Issuer, certifications, duly acknowledged and certified, setting forth (i) the original Series Principal Balance of each Series of Notes, (ii) the outstanding Series Principal Balance of each Series of Notes, (iii) the applicable Note Rate of each Class of Notes in each Series, (iv) the last Payment Date, (v) any offsets or defenses to the payment of the Notes, if any, and (vi) that the Notes, this Indenture, the Mortgages, the organizational documents of such Issuer and the other Transaction Documents are valid, legal and binding obligations and have not been modified or, if modified, giving particulars of such modification.
Estoppels. Either party will within 10 days after notice from the other execute, acknowledge and deliver to the other party a certificate certifying whether or not this lease has been modified and is in full force and effect; whether there are any modifications or alleged breaches by the other party; the dates to which rent has been paid in advance, and the amount of any security deposit or prepaid rent; and any other facts that may reasonably be requested. Failure to deliver the certificate within the specified time shall be conclusive upon the party of whom the certificate was requested that the lease is in full force and effect and has not been modified except as may be represented by the party requesting the certificate. If requested by the holder of any encumbrance, or any ground lessor, Tenant will agree to give such holder or lessor notice of and an opportunity to cure any default by Landlord under this lease.
