Estoppel and Consent Sample Clauses

Estoppel and Consent. Purchaser shall have obtained from each Ground -------------------- Lease lessor, and if applicable, mortgagee, on any Real Property parcel to be Ground Leased to Purchaser a recordable estoppel and, if required under such Ground Lease, consent agreement in form reasonably satisfactory to Purchaser. Purchaser also shall have received from any other person or entity holding an interest in the Real Property parcel documentation reasonably satisfactory to Purchaser confirming Purchaser's right to operate the Assets thereon, free and clear of any lien, security interest, easement, or other restriction, except for Permitted Encumbrances.
Sample 1
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Estoppel and Consent. Seller shall use commercially reasonable efforts to obtain an estoppel certificate from Ground Lessor under the Ground Lease, which contains among other things, Ground Lessor’s consent to the transfer of Seller’s leasehold interest in the Land and Improvements to Purchaser, in the form of Exhibit C (“Ground Lessor’s Consent”). Ground Lessor’s Consent shall be delivered to Ground Lessor no later than one (1) business day after the Effective Date and Seller shall apply commercially reasonable efforts to obtain the same, duly executed by Ground Lessor. In the event that Ground Lessor’s Consent is not obtained at least five (5) business days before the Closing Date, Seller may unilaterally extend the Closing Date one (1) time by up to thirty (30) days; damage known to Purchaser. For purposes of this Section2.4, “material” means damage in excess of $100,000. Seller shall transfer and assign any insurance proceeds or rights thereto to Purchaser at the Closing. This Agreement, and the parties’ obligations to purchase and sell the property, shall survive any such damage to the Property.
Sample 1
Estoppel and Consent. Seller shall use commercially reasonable efforts to obtain an estoppel certificate from Ground Lessor under the Ground Lease, which contains among other things, Ground Lessor’s consent to the transfer of Seller’s leasehold interest in the Land and Improvements to Purchaser, in the form of Exhibit C (“Ground Lessor’s Consent”). Ground Lessor’s Consent shall be delivered to Ground Lessor no later than one (1) business day after the Effective Date and Seller shall apply commercially reasonable efforts to obtain the same, duly executed by Ground Lessor. In the event that Ground Lessor’s Consent is not obtained at least five (5) business days before the Closing Date, Seller may unilaterally extend the Closing Date one (1) time by up to thirty (30) days;
Sample 1
Estoppel and Consent. Buyer shall have received an executed Estoppel and Consent from the landlord under each Lease, in substantially the form attached hereto as Exhibit D.
Sample 1

Related to Estoppel and Consent

  • Waiver and Consent No consent or waiver by a party, express or implied, to or of any default by the other party of any of its obligations under the Agreement: will be valid unless it is in writing, will be relied on as a consent to or waiver of any other default of the same or any other obligation, will constitute a general waiver, or will eliminate or modify the need for a specific consent or waiver pursuant to this section in any other instance.

  • 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.

  • ACKNOWLEDGEMENT AND CONSENT The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

  • Estoppel Certificate Tenant shall from time to time, upon written request by Landlord or any Lender execute, acknowledge and deliver to Landlord or such Lender, within ten (10) business days after receipt of such request, a statement in writing certifying, without limitation: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, identifying such modifications and certifying that the Lease, as modified, is in full force and effect); (ii) the dates to which Rent and any other charges have been paid; (iii) that Landlord is not in default under any provision of this Lease (or if Landlord is in default, specifying each such default) and that, if true, no events or conditions exist which, with the passage of time or notice or both, would constitute a default on the part of Landlord hereunder, (iv) the address to which notices to Tenant shall be sent; (v) the amount of Tenant’s security deposit and (vi) such other factual statements as may be reasonably requested by Landlord; it being understood that any such statement so delivered may be relied upon in connection with any lease, mortgage or transfer. Tenant’s failure to deliver such statement within such time shall be conclusive upon Tenant that: (i) this Lease is in full force and effect and has not been modified except as Landlord may represent; (ii) not more than one (1) month’s Rent has been paid in advance; (iii) there are no defaults by Landlord; (iv) notices to Tenant shall be sent to Tenant’s Address as set forth in Article 1 of this Lease; and (v) that all other statements contained in such estoppel are true and correct. Notwithstanding the presumptions of this Article, Tenant shall not be relieved of its obligation to deliver said statement.

  • ACKNOWLEDGMENT AND CONSENT Each Domestic Subsidiary listed on the signature pages hereto and Holdings are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, and the Credit Documents to which they are a party are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Support Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

  • Permits and Consents The Loan Parties shall have obtained all Permits and all consents of other Persons, in each case that are necessary to be obtained to authorize the Loan Parties to execute the Signing Date Loan Documents, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Required Lenders.

  • Acknowledgement and Consent to Bail In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • SNDA Subject to the terms and conditions contained herein, including, without limitation, Tenant’s non-disturbance rights under this Section, this Lease shall become subject to and subordinate to all mortgages, and to all advances made thereunder, the interest thereon, and all renewals, modifications, consolidations, replacements and extensions thereof if (a) the mortgagee named in said mortgage shall execute and deliver a customary Subordination, Non-Disturbance and Attornment Agreement recognizing Tenant’s and any Leasehold Mortgagee’s rights hereunder (the “SNDA”), and (b) the mortgagee named in said mortgage shall elect by written notice delivered to Tenant to subject and subordinate the rights and interest of Tenant and any Leasehold Mortgagee under this Lease to the lien of its mortgage. Alternatively, any mortgagee may elect to give the rights and interest of Tenant and any Leasehold Mortgagee under this Lease priority over the lien of its mortgage. In the event of either of such election, and upon notification by such mortgagee to Tenant to that effect, the rights and interests of Tenant under this Lease shall be deemed to be subordinate to or to have priority over, as the case may be, the lien of said mortgage(s) whether this Lease is dated prior to or subsequent to the date of said mortgage(s). This clause shall be self-operative and no further instrument of subordination shall be required by any mortgagee; provided, however, that in confirmation of such subordination, non-disturbance, and attornment rights and obligations, the mortgagee and Landlord shall execute and deliver to Tenant, and Tenant shall countersign and deliver to Landlord within fifteen (15) days of delivery to Tenant, an SNDA in the case of any subordination. The subordination of this Lease (self-operative or otherwise) pursuant to this Section is dependent upon Tenant’s receipt of a non-disturbance agreement as set forth in the SNDA. In the event Tenant fails to execute the SNDA within fifteen (15) days after demand in writing, Landlord shall deliver to Tenant a second notice to Tenant of Tenant’s obligation to so execute the SNDA, whereupon, if Tenant fails to execute or alternatively confirm in writing within ten (10) days of such final notice Landlord’s appointment as Tenant’s attorney-in-fact in its name, place and stead to execute the SNDA, Tenant hereby agrees to constitute and appoint Landlord as Tenant’s attorney-in-fact duly authorized to execute, deliver, and record the SNDA for and on behalf of Tenant and the execution of the SNDA by Landlord, on behalf of Tenant, after said fifteen (15) day and ten (10) day periods shall be conclusive evidence that Landlord has obtained for Tenant’s behalf a non-disturbance agreement as set forth in the SNDA in conformance with the provisions of this Section.

  • 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:

  • Acknowledgements and Consents Each of the parties hereby acknowledges and consents to the following:

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