Conforming Estoppel definition

Conforming Estoppel means a written estoppel certificate, addressed to the Purchaser and the Purchaser’s lenders, executed by the landlord, sublandlord or licensor under each of the Material Transferred Real Property Leases, which shall be in form and substance mutually acceptable to the Purchaser and the Seller Parties, shall be dated no earlier than thirty (30) days prior to the Closing Date, shall include statements certifying that such Material Transferred Real Property Lease is unmodified (except as identified in the estoppel certificate and which contains no material modifications that have not been made available to Purchaser by Sellers) and is in full force and effect, setting forth the rent and other charges and describing the dates to which rent and other charges have been paid, and setting forth the dates of commencement and expiration of the term thereof, shall certify that there is no material default on the part of either the Selling Entity or Transferred Entity party to such Material Transferred Real Property Lease, on the one hand, or on the part of such landlord, sublandlord or licensor, on the other hand, under such Material Transferred Real Property Lease, and no event has occurred that would constitute a material default upon either or both of the passage of time or giving of notice under such Material Transferred Real Property Lease on the part of either the Selling Entity or Transferred Entity that is party thereto or on the part of such landlord, sublandlord or licensor thereunder, and shall contain such other statements, certifications, and representations on the part of the part of such landlord, sublandlord or licensor as may be reasonably requested by the Purchaser or its lenders, provided that the foregoing requirements are subject to and may be limited by any relevant estoppel provisions in the Material Transferred Real Property Leases. For the purposes hereof, a “material default” on the part of the Selling Entity or Transferred Entity that is party to a Material Transferred Real Property Lease is a default or breach that, if not cured, confers to the landlord, sublandlord or licensor thereunder, pursuant to the express terms of the applicable Transferred Real Property Lease, the right or option to terminate such Transferred Real Property Lease.
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Conforming Estoppel means (x) an estoppel certificate signed by the applicable Tenant and in substantially the form of Exhibit O (or if [Buyer’s Lender] prescribes a different form of estoppel certificate, then an estoppel certificate for such Lease in such prescribed form), with all blanks filled in with information that is consistent with the information set forth in the Leases delivered to Seller pursuant to Section 3.1 and with no information added that is inconsistent with the statements set forth in such form of estoppel certificate or with the information set forth in such Leases; or (y) an estoppel certificate that is otherwise acceptable to Buyer in Buyer’s reasonable discretion.
Sample 1
Conforming Estoppel means a written estoppel certificate, addressed to the Purchaser and the Purchaser’s lenders, executed by the landlord, sublandlord or licensor under each of the Material Transferred Real Property Leases, which (a) shall be in form and substance mutually acceptable to the Purchaser and the Seller Parties, (b) shall be dated no earlier than thirty (30) days prior to the Closing Date, (c) shall include statements (i) certifying that such Material Transferred Real Property Lease is unmodified (except as identified in the estoppel certificate and which contains no material modifications that have not been made available to Purchaser by Sellers) and is in full force and effect, (ii) setting forth the rent and other charges and describing the dates to which rent and other charges have been paid, and (iii) setting forth the dates of commencement and expiration of the term thereof, (d) shall certify that (i) there is no material default on the part of either the Selling Entity or Transferred Entity party to such Material Transferred Real Property Lease, on the one hand, or on the part of such landlord, sublandlord or licensor, on the other hand, under such Material Transferred Real Property Lease, and (ii) no event has occurred that would constitute a material default upon either or both of the passage of time or giving of notice under such Material Transferred Real Property Lease on the part of either the Selling Entity or Transferred Entity that is party thereto or on the part of such landlord, sublandlord or licensor thereunder, and (e) shall contain such other statements, certifications, and representations on the part of the part of such landlord, sublandlord or licensor as may be reasonably requested by the Purchaser or its lenders, provided that the foregoing requirements are subject to and may be limited by any relevant estoppel provisions in the Material Transferred Real Property Leases. For the purposes hereof, a “material default” on the part of the Selling Entity or Transferred Entity that is party to a Material Transferred Real Property Lease is a default or breach that, if not cured, confers to the landlord, sublandlord or licensor thereunder, pursuant to the express terms of the applicable Transferred Real Property Lease, the right or option to terminate such Transferred Real Property Lease.
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Examples of Conforming Estoppel in a sentence

  • If Seller delivers to Purchaser, or Purchaser otherwise receives, an estoppel certificate from a tenant under a Lease more than three (3) business days prior to Approval Date, but Purchaser fails to notify Seller, in writing and on or before the Approval Date, that such estoppel certificate does not constitute a Conforming Estoppel, Purchaser shall be deemed to have accepted such estoppel certificate as a Conforming Estoppel for all relevant purposes under this Agreement.

  • If Purchaser receives any estoppel certificate more than three (3) business days prior to Approval Date and fails to notify Seller, in writing, that such estoppel certificate does not constitute a Conforming Estoppel, Purchaser shall be deemed to have accepted such estoppel certificate as a Conforming Estoppel for all relevant purposes under this Agreement, irrespective of any modifications made therein by the applicable tenant.

  • If Seller delivers to Purchaser, or Purchaser otherwise receives, an estoppel certificate from a tenant under a Lease prior to the Approval Date, but Purchaser fails to notify Seller, in writing and on or before the Approval Date, that such estoppel certificate does not constitute a Conforming Estoppel, Purchaser shall be deemed to have accepted such estoppel certificate as a Conforming Estoppel for all relevant purposes under this Agreement.

  • Purchaser’s obligations under this Contract shall be conditioned upon Purchaser receiving an executed Xxxxxxx Estoppel which is a Conforming Estoppel from each Major Tenant.

  • 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.

  • 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 "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.

  • As of the Closing, if Seller has not obtained a Conforming Estoppel from a sufficient number of tenants to satisfy the Required Estoppel Amount, Seller may elect, in its sole discretion and without obligation, to provide an estoppel certificate (“Seller’s Estoppel Certificate”) in the place and stead of a sufficient number of tenants to satisfy the Required Estoppel Amount for the benefit of Purchaser in a form reasonably acceptable to Purchaser.

  • Purchaser confirms that the estoppel attached hereto as Exhibit H is acceptable to Purchaser and constitutes a Conforming Estoppel for Mars Petcare US, Inc.

  • Failure to obtain and deliver to Purchaser a Conforming Estoppel from the Tenant shall not be a default by Seller but shall be a condition precedent to Purchaser’s obligation to proceed to Closing.


More Definitions of Conforming Estoppel

Conforming Estoppel. Section 6.04 “Contract”- Introductory Paragraph
Sample 1
Conforming Estoppel means a Tenant Estoppel that (i) (x) is in the form of Exhibit 6.04 or (y) the content of which is in compliance with the such Tenant’s obligations to deliver an estoppel certificate under its Lease, provided that the Tenant certifies in all material respects the matters contained in the form annexed hereto an Exhibit 6.04, in each case dated no earlier than sixty (60) days prior to the Closing Date, and (ii) does not disclose any material claims, disputes or defaults that have not been disclosed by Seller in its representations and warranties hereunder. Seller shall promptly deliver to Purchaser all executed Tenant Estoppels promptly upon receipt (but no later than three (3) Business Days following receipt thereof).
Sample 1
Conforming Estoppel will mean either (1) an estoppel certificate signed by the tenant under a Space Lease and in the form of Exhibit B (or if any Space Lease prescribes a different form of estoppel certificate, then an estoppel certificate for such Space Lease in such prescribed form will also be deemed acceptable), with all blanks filled in with information that conforms to the information set forth in the Rent Roll delivered to Purchaser pursuant to Section 4(f) above and with no additional information added that is inconsistent with the statements set forth in such form or with the information set forth in such Rent Roll; or (2) an estoppel certificate that is otherwise acceptable to Purchaser in its sole and absolute discretion, provided that if Seller delivers a signed estoppel certificate to Purchaser for review and Purchaser does not notify Seller that such estoppel certificate is unacceptable within five (5) business days after delivery thereof, then such estoppel certificate will be deemed accepted by Purchaser;
Sample 1
Conforming Estoppel means either (i) an Approved Estoppel signed by the applicable tenant and in the form submitted to such tenant, with no changes other than de minimis changes reasonably approved by Purchaser and not disclosing the existence of any default under the applicable Lease referenced therein (it being acknowledged, without limiting what else might be a de minimis change, that a change to add that a tenant may be owed money from the landlord in connection with a future reconciliation of operating expenses and taxes will be a de minimis change); or (ii) an estoppel certificate or other documentation that is otherwise acceptable to Purchaser in its sole discretion, provided that if Seller delivers a signed document consistent with the foregoing to Purchaser for review and Purchaser does not notify Seller that such documentation is unacceptable on or before the date that is two (2) business days after delivery thereof by Seller to Purchaser, the estoppel will be deemed to constitute a Conforming Estoppel; provided, however, that if the estoppel is delivered to Purchaser less than two (2) business days prior to the then‑scheduled Closing Date, Purchaser will have the option, by notice delivered to Seller prior to Closing, to extend the Closing Date to the date that is two (2) business days after the date of Purchaser’s receipt of such estoppel.
Sample 1
Conforming Estoppel means each estoppel certificate executed by a tenant that is (i) without material and adverse modification to the form of estoppel certificate attached as Exhibit D hereto (an “Adverse Modification”) or such form as is required by the applicable tenant’s Lease, and (ii) does not disclose matters adverse to such tenant’s Lease or the landlord thereunder in any material respect (each, an “Adverse Disclosure”) (including but not limited to any statement or allegation of a default or information materially inconsistent with Sellers’ Representations or the terms of the applicable Lease or the Rent Roll); provided, however, any such modification or disclosure reflecting a matter of which Buyer had actual knowledge on or prior to the Approval Date shall in no event constitute an Adverse Modification or an Adverse Disclosure. If Sellers deliver a signed estoppel certificate to Buyer for review and Buyer does not notify Sellers that such estoppel certificate is unacceptable by the earlier of (a) the date that is three (3) business days after delivery thereof, or (b) the Closing Date, then such estoppel certificate will be deemed accepted by Buyer and constitute a Conforming Estoppel. It shall be a condition precedent to Buyer’s obligation to proceed to close hereunder (the “Estoppel Condition”) that, by 5:00 p.m. (Eastern Time) on the date that is two (2) business days prior to the Closing Date, Sellers deliver to Buyer a Conforming Estoppel dated no earlier than sixty (60) days prior to the Closing Date from a sufficient number of tenants at the Property such that Conforming Estoppels shall have been received with respect to at least seventy-five percent (75%) of the gross leasable area of the Improvements leased pursuant to the Leases in effect as of the Closing Date (the “Required Estoppel Amount”). If Sellers fail to timely deliver to Buyer Conforming Estoppels from a sufficient number of tenants to satisfy the Required Estoppel Amount, Buyer may either (i) proceed to Closing and waive the condition precedent related to the delivery of a sufficient number of Confirming Estoppels, or (ii) terminate this Agreement by delivery of written notice to Seller on or before the Closing, in which event the Deposit shall be returned to Buyer, and neither party shall have any further liabilities or obligations hereunder except those liabilities and obligations that expressly survive a termination of this Agreement. Either party, by written notice to the other prior to the C...
Sample 1
Conforming Estoppel will mean either (a) an estoppel certificate signed by the applicable tenant and in the form of Exhibit C (or if any Lease prescribes a different form of estoppel certificate, then an estoppel certificate for such Lease in such prescribed form will also be deemed acceptable), with all blanks filled in with information that conforms to the information provided set forth in the rent roll delivered as part of Seller’s Deliveries and with no additional information added that is inconsistent with the statements set forth in such form or with the information set forth in such rent roll and confirming there is no default by either party to the Lease; or (b) an estoppel certificate that is otherwise acceptable to Purchaser and its purchase money lender in their respective sole discretion, provided that if Seller delivers a signed estoppel certificate to Purchaser for review and Purchaser does not notify Seller that such estoppel certificate is unacceptable within five (5) business days after Purchaser’s actual receipt thereof, then such estoppel certificate will be deemed to be acceptable to Purchaser.
Sample 1

Related to Conforming Estoppel

  • 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.

  • Real Property Deliverables means each of the following agreements, instruments and other documents in respect of each Facility (to the extent requested by the Collateral Agent and relevant to the applicable jurisdiction):

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

  • 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.

  • Conforming means goods or performance under a lease contract that are in accordance with the obligations under the lease contract.

  • 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.

  • SNDA has the meaning ascribed to such term in Section 7.3.

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

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

  • 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.

  • non-conforming use means a lawful specific use:

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

  • Nonconforming Goods means only the following: (i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents.

  • Nonconforming lot means a lot that met dimensional requirements of the applicable master program at the time of its establishment but now contains less than the required width, depth or area due to subsequent changes to the master program.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • FIRPTA means the Foreign Investment in Real Property Tax Act.

  • Nonconforming use means a use of land that:

  • 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

  • Property Condition Report means a report prepared by a company satisfactory to Lender regarding the physical condition of the Property, satisfactory in form and substance to Lender in its sole discretion.

  • Nonconforming structure means a structure the size, dimension or location of which was lawful prior to the adoption, revision or amendment of a zoning ordinance, but which fails to conform to the requirements of the zoning district in which it is located by reasons of such adoption, revision or amendment.

  • Nonconforming sign means a sign or sign structure, other than a nonstandard sign or a sign that is erected and maintained in a business area along a scenic byway prior to the designation as a scenic byway, that satisfies 1 of the following:

  • type-approval certificate means the document whereby the approval authority officially certifies that a type of vehicle, system, component or separate technical unit is approved;

  • Zoning map means a map, adopted as part of a land use ordinance, that