Consents and Estoppels. Buyer shall have received the following: (A) a duly executed Estoppel Certificate in the form attached as Exhibit I from the Landlord pursuant to the Ground Lease; (B) a duly executed Estoppel Certificate in the form attached as Exhibit K from the holder(s) of the Assumed Debt; (C) duly executed Estoppel Certificates substantially in the form attached as Exhibit O from all tenants listed on Schedule 8.2 (the "Anchor Tenants") and (D) duly executed Estoppel Certificates substantially in the form attached as Exhibit J from the parties to any XXXXX; and (E) consents or waivers in form reasonably satisfactory to Buyer from the parties to the documents identified on Schedules 10.3(a) and 10.3(b) including the Lender's agreement that Buyer meets the qualifications for the one-time transfer right in the Assumed Debt Loan Documents. Notwithstanding the reference to the forms attached as Exhibits I, J, K and O, if the party from whom the estoppel is sought submits an estoppel in the form customarily used by such party, then the fact that the referenced form is not used shall not, in itself, cause such estoppel to fail to satisfy this condition, provided that such estoppels shall, at a minimum, confirm that the Ground Lease, loan documents, lease or XXXXX which is the subject of the estoppel has not been modified or amended in any material respect other than as heretofore disclosed by Seller to Buyer and, that there is no material default by Owner Entity (or its Affiliates) or such party pursuant to such Ground Lease, loan documents, lease or XXXXX unless, as to any such default, if such default is capable of cure, Seller agrees with Buyer prior to Closing to promptly remedy the same at Seller's sole cost and expense, which obligation shall survive Closing.
Consents and Estoppels. From and after the date which is thirty (30) days prior to the Closing Date, Seller agrees to cooperate with Buyer, in attempting to give all notices and to use reasonable efforts to assist the Buyer in obtaining all third party consents that Buyer may reasonably request in connection with the transactions contemplated by this Agreement, including but not limited to governmental authorities and third party payors, and, if requested by Buyer, Seller shall use reasonable efforts to cooperate with Buyer to obtain an estoppel certificate from each of the lessors of the Leases, in form and substance reasonably acceptable to the Buyer, each of which shall provide, among other things, that the applicable lease is in full force and effect, that Seller is not in default under such lease, and, if applicable, that the lessor consents to the assignment of such lease to the Buyer.
Consents and Estoppels. The Company shall have received consents from the lessor of each Lease listed on Schedule 3.1.18(b) to the assignment of such Lease to the Company. The Company shall also have received estoppel certificates addressed to the Company from the lessor of each Lease, dated within 30 days of the Closing Date, identifying the Lease documents and any amendments thereto, stating that the Lease is in full force and effect and, to the best knowledge of the lessor, that the tenant is not in default under the Lease and no event has occurred that, with notice or lapse of time or both, would constitute a default by the tenant under the Lease and containing any other information reasonably requested by the Company.
Consents and Estoppels. Each Seller shall use commercially reasonable efforts to obtain (a) any consents necessary to transfer the Ancillary Agreements to Buyer, and (b) for each Assumed Management Agreement, an estoppel letter having the content of Exhibit F-2 (or, if a particular form of estoppel certificate is contemplated by any Assumed Management Agreement, in such form as is contemplated by such Management Agreement), executed and delivered by the applicable Manager (a “Manager Estoppel”), which Manager Estoppel shall be consistent with the representations and warranties of Sellers contained in this Agreement with respect to the applicable Management Agreement, except to the extent that any inconsistency would not result in a Material Adverse Effect.
Consents and Estoppels. (a) Each party shall use Commercially Reasonable Efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable to obtain from any third party all consents necessary to assign the Material Contracts and the Marriott Material Contracts to the Purchaser. Notwithstanding the foregoing, if there shall not be assigned to the Purchaser any Material Contract or Marriott Material Contract or if an attempted assignment thereof without the consent of the other party or parties thereto would constitute a breach thereof or in any way adversely affect the rights of the parties thereunder and such consent is not obtained, of if an attempted assignment would be ineffective or would affect the rights of the parties thereunder so that the Purchaser would not, in fact, receive the benefits thereof, CTF has agreed in the CTF Agreement that in such case, the beneficial interest in and to any such Material Contract shall, to the extent permitted by the relevant Material Contract and by Law, passed to the Purchaser and Marriott shall cause CTF to: (i) hold all such Material Contracts and Marriott Material Contracts in trust for the benefit of the Purchaser, its successors or assigns, from and after the Closing Date with effect from the Effective Date, (ii) use Commercially Reasonable Efforts to obtain and secure any and all consents and approvals that may be necessary to effect such assignment or assignments of the same and (iii) make or complete such assignment or assignments as soon as reasonably possible.
Consents and Estoppels. Seller shall not be responsible for any costs and fees required to be paid in connection with obtaining any necessary third-party consents to the assignment of (i) the Service Contracts (that are not Rejected Service Contracts which shall be terminated at or prior to Closing, and for which no consents shall be required), (ii) the Leases, or (iii) any other agreements affecting the Hotel, or any costs and fees associated with obtaining any estoppels from such parties under the foregoing agreements as Buyer shall require in its sole discretion. Buyer acknowledges and agrees that it may not be possible to obtain all such consents and estoppels prior to the Closing, and obtaining such consents and estoppels shall not be a condition precedent to Buyer’s obligations under this Agreement, including, without limitation, Buyer’s obligation to purchase the Hotel, and Buyer shall remain fully obligated to perform all of its obligations hereunder and to close this transaction even if such consents and estoppels have not been obtained prior to the Closing for any reason whatsoever.
Consents and Estoppels. All consents of third parties under any Contract or License, and all consents, orders, approvals and authorizations of, and registrations, qualifications and filings with, any regulatory or governmental authority, required in connection with the consummation of the transactions contemplated hereby (including, if required, the formation by Purchaser of a German corporate entity to receive certain of the Assets), or of the kind referred to in Section 6.2, and all estoppel letters from landlords and lenders reasonably requested by Purchaser, shall have been obtained in form and content reasonably satisfactory to Purchaser.
Consents and Estoppels. Products shall have received consents from the lessor of each lease of Real Property which would otherwise be terminable as a result of the Transactions. Products shall also have received estoppel certificates addressed to Products from the lessor of each such lease, dated within 30 days of the Closing Date, identifying the lease documents and any amendments thereto, stating that the lease is in full force and effect and, to the best knowledge of the lessor, that the tenant is not in default under the lease and no event has occurred that, with notice or lapse of time or both, would constitute a default by the tenant under the lease and containing any other information reasonably requested by Products.
Consents and Estoppels. Lender shall have received the following items, each in form and substance satisfactory to Lender:
Consents and Estoppels. (a) Each party shall use Commercially Reasonable Efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable to obtain from any third party all consents necessary to assign (or, with respect to the UK Hotels, novate) the Material Contracts to the Buyer or its Designee. Notwithstanding the foregoing, if there shall not be assigned (or novated) to the Buyer or its Designee any Material Contract or if an attempted assignment (or novation) thereof without the consent of the other party or parties thereto would constitute a breach thereof or in any way adversely affect the rights of the Seller thereunder and such consent is not obtained, or if an attempted assignment (or novation) would be ineffective or would affect the rights of the Seller thereunder so that the Buyer would not, in fact, receive the benefits thereof, the Seller covenants and agrees that in such case, the beneficial interest in and to any such Material Contract shall, to the extent permitted by the relevant Material Contract and by Law, pass to the Buyer or its Designee, and the Seller will: (i) hold all such Material Contracts in trust for the benefit of the Buyer, its successors, assigns or Designees, from and after the Closing Date (with effect from the Effective Date), (ii) use Commercially Reasonable Efforts to obtain and secure any and all consents and approvals that may be necessary to effect such assignment or assignments (or novations) of the same and (iii) make or complete such assignment or assignments (or novations) as soon as reasonably possible.
