Common use of Approval or Disapproval of Estoppel Certificates Clause in Contracts

Approval or Disapproval of Estoppel Certificates. Seller shall forward to Buyer the fully executed Estoppel Certificates promptly upon receipt, but in no event later than the Estoppel Delivery Deadline. Buyer shall have the right to approve or reasonably disapprove of the Estoppel Certificates. If Buyer disapproves of one or more of the Estoppel Certificates, then Buyer may deliver to Seller written notice of Buyer’s disapproval (“Estoppel Objection Notice”) within five (5) Business Days following Buyer’s receipt of the last of all the Estoppel Certificates. The Estoppel Objection Notice shall describe in reasonable detail each item of dissatisfaction or objection in particular (each, an “Estoppel Objection Matter” and collectively, the “Estoppel Objection Matters”). Unless Seller receives an Estoppel Objection Notice within such five (5) Business Day period, Buyer shall be deemed to have approved all such Estoppel Certificates. If Seller receives an Estoppel Objection Notice within such five (5) Business Day period, then Seller may, but shall not be obligated to, agree to cure some or all of the Estoppel Objection Matters described in such Estoppel Objection Notice by delivering written notice (“Estoppel Cure Notice”) to Buyer of Seller’s election to cure some or all of the Estoppel Obligation Matters within three (3) Business Days following Seller’s receipt of Buyer’s Estoppel Objection Notice. If Seller fails to deliver Seller’s Estoppel Cure Notice to Buyer within such three (3) Business Day time period, Seller shall be deemed to have elected not to cure such Estoppel Objection Matters. If Seller timely elects to cure one or more of the Estoppel Objection Matters, then Seller shall have until the last Business Day immediately preceding the Closing Date to cure such Estoppel Objection Matters that Seller has committed to cure, and shall pay all costs associated with such cure.

Approval or Disapproval of Estoppel Certificates. Seller shall forward to Buyer the fully executed Estoppel Certificates promptly upon receipt, but in no event later than the Estoppel Delivery Deadline. Buyer shall have the right to approve or reasonably disapprove of the Estoppel Certificates. If Buyer disapproves of one or more of the any Estoppel CertificatesCertificate, then Buyer may deliver to Seller written notice of Buyer’s disapproval (“Estoppel Objection Notice”) within five (5) Business Days following Buyer’s receipt of the last of all the Estoppel Certificates. The Estoppel Objection Notice shall describe in reasonable detail each item of dissatisfaction or objection in particular (each, an “Estoppel Objection Matter” and collectively, the “Estoppel Objection Matters”). Unless Seller receives an Estoppel Objection Notice within such five (5) Business Day period, Buyer shall be deemed to have approved all such Estoppel Certificates. If Seller receives an Estoppel Objection Notice within such five (5) Business Day period, then Seller may, but shall not be obligated to, agree to cure some or all of the Estoppel Objection Matters described in such Estoppel Objection Notice by delivering written notice (“Estoppel Cure Notice”) to Buyer of Seller’s election to cure some or all of the Estoppel Obligation Matters within three two (32) Business Days following Seller’s receipt of Buyer’s Estoppel Objection Notice. If Seller fails to deliver Seller’s Estoppel Cure Notice to Buyer within such three (3) Business Day time period, Seller shall be deemed to have elected not to cure all such Estoppel Objection Matters. If Seller timely elects (or is deemed to have timely elected) to cure one or more of the Estoppel Objection Matters, then Seller shall have until the last Business Day immediately preceding the Closing Date Cure Deadline to cure such Estoppel Objection Matters that Seller has committed elected (or is deemed to have elected) to cure, and shall pay all costs associated with such cure.

Approval or Disapproval of Estoppel Certificates. Seller shall forward to Buyer the fully executed Estoppel Certificates promptly upon receipt, but in no event later than the Estoppel Delivery Deadline. Buyer shall have the right right, acting reasonably, to approve or reasonably disapprove of the Estoppel Certificates. If Buyer disapproves of one or more of the any Estoppel CertificatesCertificate, then Buyer may deliver to Seller written notice of Buyer’s disapproval (“Estoppel Objection Notice”) within five three (53) Business Days following Buyer’s receipt of the last of all the Estoppel Certificates. The Estoppel Objection Notice shall describe in reasonable detail each item of dissatisfaction or objection in particular (each, an “Estoppel Objection Matter” and collectively, the “Estoppel Objection Matters”). Unless Seller receives an Estoppel Objection Notice within such five three (53) Business Day period, Buyer shall be deemed to have approved all such Estoppel Certificates. If Seller receives an Estoppel Objection Notice within such five three (53) Business Day period, then Seller may, but shall not be obligated to, agree to cure some or all of the Estoppel Objection Matters described in such Estoppel Objection Notice by delivering written notice (“Estoppel Cure Notice”) to Buyer of Seller’s election to cure some or all of the Estoppel Obligation Matters within three one (31) Business Days Day following Seller’s receipt of Buyer’s Estoppel Objection Notice. If Seller fails to deliver Seller’s Estoppel Cure Notice to Buyer within such three (3) Business Day time period, Seller shall be deemed to have elected not to cure any such Estoppel Objection Matters. If Seller timely elects to cure one or more of the Estoppel Objection Matters, then Seller shall have until the last Business Day immediately preceding the Closing Date to cure such Estoppel Objection Matters that Seller has committed to cure, and shall pay all costs associated with such cure.

Approval or Disapproval of Estoppel Certificates. Seller shall forward to Buyer the fully executed Estoppel Certificates promptly upon receipt, but in no event later than the Estoppel Delivery Deadline. Buyer shall have the right to approve or reasonably disapprove of the Estoppel CertificatesCertificates which reflect the existence of any alleged “material” default by Seller or by the applicable Tenant under any particular lease; provided, however, Buyer shall not have the right to disapprove of the X.X. Xxxxxx Estoppel Certificate because of the X.X. Penney Litigation. As used in this Section 5.1(g)(i), the term “material” default shall mean a default involving a controversy or claim in excess of twenty five thousand dollars ($25,000); provided, however, Seller hereby agrees to cure and pay any default of Seller reflected in any Estoppel Certificate which is less than such material default by the Closing Date at Seller’s sole cost and expense. If Buyer disapproves of one or more of the any such Estoppel CertificatesCertificate, then Buyer may deliver to Seller written notice of Buyer’s disapproval (“Estoppel Objection Notice”) within five (5) Business Days following Buyer’s receipt of the last of all the Estoppel Certificates. The Estoppel Objection Notice shall describe in reasonable detail each item of dissatisfaction or objection in particular (each, an “Estoppel Objection Matter” and collectively, the “Estoppel Objection Matters”). Unless Seller receives an Estoppel Objection Notice within such five (5) Business Day period, Buyer shall be deemed to have approved all such Estoppel Certificates. If Seller receives an Estoppel Objection Notice within such five (5) Business Day period, then Seller may, but shall not be obligated to, agree to cure some or all of the Estoppel Objection Matters described in such Estoppel Objection Notice by delivering written notice (“Estoppel Cure Notice”) to Buyer of Seller’s election to cure some or all of the Estoppel Obligation Matters within three two (32) Business Days following Seller’s receipt of Buyer’s Estoppel Objection Notice. If Seller fails to deliver Seller’s Estoppel Cure Notice to Buyer within such three (3) Business Day time period, Seller shall be deemed to have elected not to cure such Estoppel Objection Matters. If Seller timely elects to cure one or more of the Estoppel Objection Matters, then Seller shall have until the last Business Day immediately preceding the Closing Date to cure such Estoppel Objection Matters that Seller has committed to cure, and shall pay all costs associated with such cure.’s

Approval or Disapproval of Estoppel Certificates. Each Seller shall forward to Buyer the fully executed Tenant Estoppel Certificates promptly upon receiptreceipt by such Seller (to the extent such Tenant Estoppel Certificates are deemed final by Seller), but and each Seller shall also forward to Buyer the fully completed and executed Landlord Estoppel Certificates for any remaining Shop Tenants that such Seller elects to deliver, in each case in no event later than the Estoppel Delivery Deadline. Buyer shall have the right to approve or reasonably disapprove each of the Estoppel Certificates; provided, however, Buyer shall have no right to disapprove of any Estoppel Certificate unless: (a) the Tenant or Seller (as applicable for any Landlord Estoppel Certificates) discloses therein any material default, material dispute, and/or material and adverse discrepancy in the terms of such Tenant’s Lease, all as reasonably determined by Buyer, and such matter was not previously disclosed to Buyer: (1) in writing prior to the date that is five (5) Business Days prior to the expiration of the Investigation Period; (2) [reserved]; or (3) in any written notice delivered by Seller to Buyer pursuant to Section 9.18 relating to any modification to Seller’s representations and warranties; or (b) any of the information provided in such Estoppel Certificate is materially and adversely inconsistent with the Rent Roll, as reasonably determined by Buyer, and such inconsistency was not previously disclosed to Buyer: (1) in writing prior to the date that is five (5) Business Days prior to the expiration of the Investigation Period; (2) [reserved]; or (3) in any written notice delivered by Seller to Buyer pursuant to Section 9.18 relating to any modification to Seller’s representations and warranties. If Subject to the foregoing, if Buyer disapproves of one or more of the any Estoppel CertificatesCertificate, then Buyer may deliver to the applicable Seller written notice of Buyer’s disapproval of such Estoppel Certificate (“Estoppel Objection Notice”) by the later to occur of: (i) the fifth (5th) Business Day prior to the Closing Date; or (ii) the fifth (5th) Business Day following Buyer’s receipt of such Estoppel Certificate of which Buyer disapproves; or (iii) the Closing Date (but only to the extent such Estoppel Certificate was delivered to Buyer within five (5) Business Days following Buyer’s receipt of prior to the last of all Closing Date) (the “Estoppel CertificatesObjection Deadline”); provided, however, that with respect to any Estoppel Certificate received by Buyer within the five (5) Business Day period prior to the Closing Date, Buyer shall have the right, by written notice to Seller, to extend the Closing Date for up to five (5) Business Days in order to allow Buyer additional time to review such Estoppel Certificate. The Estoppel Objection Notice shall describe in reasonable detail each item of dissatisfaction or objection in particular (each, an “Estoppel Objection Matter” and collectively, the “Estoppel Objection Matters”). Unless any Seller receives an Estoppel Objection Notice within such five (5) Business Day periodby the Estoppel Objection Deadline, Buyer shall be deemed to have approved all of each such Estoppel CertificatesCertificate. If any Seller receives an Estoppel Objection Notice within such five (5) Business Day periodby the Estoppel Objection Deadline, then such Seller may, but shall not be obligated to, agree to cure some or all of the Estoppel Objection Matters described in such Estoppel Objection Notice by delivering written notice (“Estoppel Cure Notice”) to Buyer of such Seller’s election to cure some or all of the Estoppel Obligation Matters within three (3) Business Days following the applicable Seller’s receipt of Buyer’s Estoppel Objection Notice, but in all events no later than the Closing Date (as may be extended as provided for herein). If the applicable Seller fails to deliver Seller’s Estoppel Cure Notice to Buyer within such three (3) Business Day time period, such Seller shall be deemed to have elected to not to cure all such Estoppel Objection Matters. If the applicable Seller timely elects (or is deemed to have timely elected) to cure one or more of the Estoppel Objection Matters, then such Seller shall have until the last Business Day immediately preceding the Closing Date (as may be extended as provided for herein) (“Estoppel Cure Deadline”), to cure such Estoppel Objection Matters that Seller has committed to curecure or to deliver to Buyer a post-closing agreement, duly executed by the applicable Seller and in form and substance reasonably acceptable to Buyer, whereby such Seller covenants and agrees to diligently prosecute and cure such Estoppel Objection Matters following the Closing in accordance with the terms and provisions set forth therein (the “Estoppel Cure Agreement”), and in either case, the applicable Seller shall pay all costs associated with such cure.