CCR Estoppels Sample Clauses

CCR Estoppels. Off Site Facility Estoppels, Tenant Estoppels, Ground Lessor Estoppels and Lender Estoppels (or, to the extent permitted hereunder and elected by Owner, Owner Estoppels in lieu of some or all of the foregoing).
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CCR Estoppels. On or prior to the Due Diligence Termination Date, Purchaser shall identify to Seller in writing any and all estoppel certificates, in form and substance satisfactory to Purchaser and the Title Company, from the declarant, association, committee, agent or other person or entity having governing or approval rights under any covenants, conditions and restrictions or similar instruments governing the use, operation, maintenance, management or improvement of the Premises that Purchaser shall require in order to close. If Seller fails to obtain any such estoppel, Seller may (but shall have no obligation to) substitute its own estoppel in favor of Purchaser. If any such estoppel is not obtained and not covered by a Seller estoppel, then Purchaser may terminate this Contract, in which case the Deposit and all interest earned thereon shall be returned to Purchaser and neither party shall have any further obligations hereunder other than those expressly surviving termination.
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CCR Estoppels. At Buyer’s request, Seller shall deliver the estoppel certificates prepared and completed by Buyer with respect to any reciprocal easement agreement or declaration agreement encumbering the Company Properties, certifying that all of the obligations of the applicable Company Subsidiary contained in said agreement are in full force and effect, that such Company Subsidiary is not in default thereunder and no sums of money are past due from such Company Subsidiary thereunder, and Seller shall use reasonable efforts to obtain the estoppel certificate; provided, however, if Seller is unable to obtain any estoppel certificate, such failure shall not be a Seller default or condition precedent to Buyer’s obligation to proceed to Closing.
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CCR Estoppels. Seller shall, at Purchaser’s request, use reasonable efforts to obtain and deliver to Purchaser promptly after receipt, a written estoppel certificate from all parties to any declarations of covenants, conditions restrictions and easements or similar agreements which burden or benefit the Real Property and other adjacent real property in substantially the forms delivered by Purchaser to Seller during the Feasibility Period. The signed certificates from such parties are collectively referred to herein as the “CCR Estoppels.” Seller will deliver copies of the signed CCR Estoppels to Purchaser promptly following receipt. Purchaser agrees that neither Seller nor its property manager shall be required to incur any expense or liability nor shall Seller have any obligation to declare a default or otherwise threaten or pursue any remedy for the failure of any association (or other entity) to deliver any CCR Estoppel. Purchaser acknowledges and agrees that, notwithstanding anything herein to the contrary, the execution or delivery of any CCR Estoppel shall not be a condition to Purchaser’s obligation to proceed to the Closing nor shall the failure, for any or no reason, to receive any CCR Estoppel be deemed a default by Seller or otherwise entitle Purchaser to terminate this Agreement or receive back the Deposit.
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CCR Estoppels. At least five (5) Business Days prior to the expiration of the Inspection Period, the Seller shall have delivered to the Purchaser the CC&R Estoppels and all matters set forth therein shall be true and correct as of the Closing. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be obligated to accept any CC&R Estoppel that is dated earlier than thirty (30) days prior to the Closing Date or which contains any default or claimed default by Seller or any other party thereto.
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CCR Estoppels. To the extent there are any CC&Rs (as defined below) affecting the Property, at least five (5) Business Days prior to the expiration of the Inspection Period, Seller shall have delivered to Buyer an estoppel certificate (the “CC&R Estoppels”) from the counterparty under any covenants, restrictions or other easements affecting the Property that contain monetary or ongoing obligations (each, a “CC&R”) and all matters set forth in such CC&R Estoppels shall be true and correct as of the Closing. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be obligated to accept any CC&R Estoppel that is dated earlier than thirty (30) days prior to the Closing Date or which contains any default or claimed default by Seller or any other party thereto.
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CCR Estoppels. Certain of the real property improved by a Facility is subject to CCRs governing or affecting the use, operation, maintenance, management or improvement of such real property or Facility. In connection therewith Welltower shall use commercially reasonable efforts to obtain and deliver prior to or at the Initial Closing or any Subsequent Closing in which such Facility is to be included each of the estoppel certificates set forth on Section 4.12(a) of the Welltower Disclosure Letter, which estoppels shall be in substantially the forms to be attached hereto as Exhibit F (each, a “CCR Estoppel Certificate”), from the declarant, association, committee, agent and/or other Person named therein. Notwithstanding anything to the contrary contained in this Section 4.12(a) the Parties agree that if an agreed form of estoppel is included in or attached to any CCR, then the provisions of such estoppel shall satisfy any obligation under this Section 4.12(a).
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CCR Estoppels. Buyer’s obligation to close the transaction contemplated hereunder is conditioned on its receipt, at least five (5) business days prior to the Closing, of an estoppel certificate from all parties other than Seller to the agreements set forth on Appendix 2.10(A) attached hereto. Each such estoppel certificate shall be in the form and substance of Appendix 2.10(B) hereof (each, a “CCR Estoppel”) and shall include, without limitation, a statement that there are no defaults under the applicable agreement. Each CCR Estoppel must be dated no earlier than thirty (30) days prior to the Closing. Seller shall provide Buyer with a copy of each CCR Estoppel for Buyer’s review and comment before delivering the same to the applicable party. If any required CCR Estoppel is not timely delivered to Buyer, or if it either does not meet the foregoing requirements or discloses a material default by Seller under the applicable CCR, a material dispute in connection with the applicable CCR or any matter that is inconsistent with a representation or warranty of Seller under this Agreement in any material respect, Buyer may elect at any time on or prior to Closing to either: (i) terminate this Agreement by delivering written notice to Seller on or before Closing in which event the Xxxxxxx Money shall be promptly returned to Buyer and neither party shall have any further obligations hereunder, except as specifically set forth herein; or (ii) waive the satisfaction of this condition and proceed with Closing. If Buyer fails to make a timely election, Buyer shall be deemed to have elected to terminate this Agreement as provided above.
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CCR Estoppels. The definition of CCR Estoppels set forth in Section 6.E of the Agreement is hereby deleted in its entirety and substituting in place thereof is the following text: “CCR Estoppels are the estoppel certificates, in the respective forms attached to the Buyer’s title objection letter dated as of the date hereof from Buyer’s counsel to Quantum and Seller (the “Title Objection Letter”), to be executed and delivered on or prior to the Close of Escrow by Quantum, Seller and the other parties referenced in such forms.”
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Related to CCR Estoppels

  • Lease Estoppels With respect to each Mortgage Loan secured by retail, office or industrial properties, the Mortgage Loan Seller requested the related Mortgagor to obtain estoppels from each commercial tenant with respect to the Certified Rent Roll (except for tenants for whom the related lease income was excluded from the Mortgage Loan Seller’s underwriting). With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related Mortgage Loan (or such longer period as Mortgage Loan Seller may deem reasonable and appropriate based on Mortgage Loan Seller’s practices in connection with the origination of similar commercial and multifamily loans intended for securitization), and to Mortgage Loan Seller’s knowledge, based solely on the related estoppel, (x) the related lease is in full force and effect and (y) there exists no material default under such lease, either by the lessee thereunder or by the lessor subject, in each case, to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.

  • Tenant Estoppels (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

  • 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.

  • 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.

  • 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 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.

  • 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:

  • 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.

  • Tenant Estoppel If a Tenant Estoppel is delivered by Sellers to Buyer, Buyer may nevertheless disapprove such Tenant Estoppel if and only if it does not contain such items as are required to be given in connection with an estoppel certificate pursuant to the Tenant’s Lease, or contains allegations of an uncured material default by a Seller or contains information that materially deviates from the facts and financial information contained in the Offering Memorandum, the Due Diligence Materials or in this Agreement. If Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before the Closing Date (or have not delivered Tenant Estoppels from the Required Tenants), then the Closing Date for any applicable Portfolio shall be adjourned for a period not to exceed thirty (30) days for Sellers to obtain the sufficient number of Tenant Estoppels (or Estoppel Certificates from the Required Tenants, as the case may be). In addition, if Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before the Closing Date (as may be extended hereunder), an individual Seller shall have the right to elect to execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s Estoppel”) with respect to such additional lease(s) at such individual Seller’s Building and selected by Seller as would satisfy the requirement; provided, however, that an individual Seller shall not have the right to deliver a Seller’s Estoppel in lieu of Tenant Estoppels from Required Tenants. In the event that an individual Seller elects to deliver such a Seller’s Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed Tenant Estoppel signed by the applicable Tenant under the Lease in question that is not inconsistent with Seller’s Estoppel. With respect to the rentable area of the Buildings leased to the GSA, each individual Seller shall, as applicable, use commercially reasonable efforts to obtain a supplemental lease agreement, novation agreement, statement of lease or similar instrument delivered by the GSA (a “GSA Estoppel”) for Leases to the GSA in excess of 10,000 rentable square feet (a “Material GSA Lease”); provided, however, the delivery of a GSA Estoppel shall not be a condition precedent to Buyer’s obligation to consummate the transaction contemplated hereunder; provided, further that Sellers shall execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s GSA Estoppel”) with respect to all Material GSA Leases at such individual Seller’s Building. In the event that an individual Seller elects to deliver such a Seller’s GSA Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed GSA Estoppel signed by the GSA under the Material GSA Lease in question.

  • Estoppel Letters Borrower covenants to provide Agent, within ten (10) days after request, an estoppel letter stating (i) the balance of the Obligations, (ii) whether Borrower has any defenses to payment of the Obligations, and (iii) the nature of any defenses to payment of the Obligations. Such balance as presented for confirmation and the nonexistence of defenses shall be presumed if Borrower fails to respond to such a request within the required period.

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