Common use of Estoppel Certificate and Financial Statements Clause in Contracts

Estoppel Certificate and Financial Statements. At all time during the Lease Term, each party agrees following any request by the other party, promptly to execute and deliver to the requesting party within 15 days following delivery of such request an estoppel certificate: (i) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect, (ii) stating the date to which the rent and other charges are paid in advance, if any, (iii) acknowledging that there are not, to the certifying party’s knowledge; any uncured defaults on the part of any party hereunder or, if there are uncured defaults, specifying the nature of such defaults, and (iv) certifying such other information about the Lease as may be reasonably required by the requesting party. A failure to deliver an estoppel certificate within 15 days after delivery of a request therefor shall be a conclusive admission that, as of the date of the request for such statement: (i) this Lease is unmodified except as may be represented by the requesting party in said request and is in full force and effect, (ii) there are no uncured defaults in the requesting party’s performance, and (iii) no rent has been paid more than 30 days in advance. At any time during the Lease Term Tenant shall, upon 15 days’ prior written notice from Landlord, provide Tenant’s most recent financial statement and financial statements covering the 24 month period prior to the date of such most recent financial statement to any existing Lender or to any potential Lender or buyer of the Premises. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant.

Estoppel Certificate and Financial Statements. At all Tenant shall at any time during the Lease Termand from time to time upon not less than fourteen (14) business days’ prior notice by Landlord to Tenant, each party agrees following any request by the other partyexecute, promptly to execute acknowledge and deliver to the requesting party within 15 days following delivery of such request an estoppel certificate: (i) Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect or(or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the dates to which the Yearly Rent and other charges have been paid in advance, if modifiedany, stating whether or not, to Tenant’s knowledge, Landlord is in default in performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default and such other facts as Landlord may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of the nature Building or of the Building and the land or of any interest of Landlord therein, any mortgagee or prospective mortgagee thereof, any lessor or prospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. Tenant’s failure to provide an estoppel certificate within the time period(s) provided hereunder shall, at Landlord’s option, be considered a default under this Lease and, in addition, at Landlord’s option, Tenant shall be deemed to have conclusively accepted all of the statements and terms set forth in the estoppel certificate attached to any Landlord’s request therefor within fourteen (14) business days provided such modification request (or subsequent request) includes in bold type within the written request, the statement (in a reasonably large size font and in bold) that Tenant’s failure to respond to the request within fourteen (14) days after receipt thereof shall be deemed an the conclusive acceptance of all of the statements and terms set forth in the attached estoppel certificate. Landlord shall at any time and from time to time upon not less than fourteen (14) business days’ prior notice by Tenant to Landlord, execute, acknowledge and deliver to Tenant a statement in writing certifying that this Lease is unmodified and in full force and effect or(or if there have been modifications, if modified, stating that the nature of such modification and certifying that this Lease, as so modified, same is in full force and effect, (ii) effect as modified and stating the date modifications), and the dates to which the rent Yearly Rent and other charges are have been paid in advance, if any, (iii) acknowledging that there are stating whether or not, to the certifying partyLandlord’s knowledge; any uncured defaults on the part , Tenant is in default in performance of any party hereunder orcovenant, agreement, term, provision or condition contained in this Lease and, if there are uncured defaultsso, specifying each such default and such other facts as Tenant may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of Tenant’s business, any prospective assignee or sublessee, any lender, and any accountants of Tenant. Time is of the nature essence in respect of any such requested certificate, Landlord and Tenant hereby acknowledging the importance of such defaultscertificates in mortgage financing arrangements, prospective sale of 52 the property or business, as applicable, and the like. Within one hundred twenty (iv120) certifying such other information about the Lease as may be reasonably required by the requesting party. A failure to deliver an estoppel certificate within 15 days after delivery the end of a request therefor shall be a conclusive admission that, as of the date of the request for such statement: (i) this Lease is unmodified except as may be represented by the requesting party in said request and is in full force and effect, (ii) there are no uncured defaults in the requesting partyTenant’s performance, and (iii) no rent has been paid more than 30 days in advance. At any time fiscal years during the Lease Term of this Lease, Tenant shall, upon 15 days’ prior written notice from Landlord, provide agrees to furnish to Landlord copies of Tenant’s most recent annual, quarterly and monthly financial statements, audited if available (if such audited financial statement and financial statements covering the 24 month period prior to the date of is not available, such most recent financial statement to any existing Lender may be certified by an officer (vice president or to any potential Lender or buyer higher) of the PremisesTenant). Such The financial statements shall be prepared in accordance with generally accepted accounting principles andprinciples, if such consistently applied. The financial statements shall include a balance sheet and a statement of profit and loss, and the annual financial statement shall also include a statement of changes in financial position and appropriate explanatory notes. Landlord may deliver the financial statements to any prospective or existing mortgagee or purchaser of the Building, Land and/or Project. As long as Tenant is the normal practice a publicly traded company, copies of Tenant, financial information as available at wxx.xxxxxxxxxxxx.xxx shall be audited by an independent certified public accountantdeemed to satisfy any requirements relating to the delivery of financial statements for purposes of this Section.

Estoppel Certificate and Financial Statements. At all time during the Lease Term, each party agrees following any request by the other party, promptly to Tenant shall execute and deliver return to Landlord an estoppel certificate substantially in the requesting party form attached as Exhibit "E" and made part hereof or such other form that may be reasonably requested by Landlord or by any current or prospective purchaser of the Leased Premises or any part thereof, or lien holder, within 15 ten (10) days following delivery of such request an estoppel certificate: request. Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant (i) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect, without modification except as may be represented by Landlord, (ii) stating the date to which the that there are no uncured defaults in Landlord's performance, and (iii) that not more than one (1) month's rent and other charges are has been paid in advance. Moreover, if anyin the event Tenant fails to timely deliver such estoppel certificate, such failure shall constitute a default hereunder, and Tenant shall pay to Landlord an amount equal to $500 per day for each day beyond such ten (iii10) acknowledging day period that there are not, to such estoppel certificate remains undelivered. If Landlord advises Tenant in writing of the certifying party’s knowledge; any uncured defaults existence of a lien on the part Leased Premises, Tenant shall allow such lienholder to exercise all of any party hereunder or, if there are uncured defaults, specifying the nature of such defaultsLandlord's entry and curative rights under this Lease, and the lien holder shall have thirty (iv30) certifying days following written notice from Tenant in which to attempt to cure Landlord's default, but shall be under no obligation to do so. If Landlord desires to finance or refinance the Premises, or any part thereof, Tenant hereby agrees to deliver to any lender designated by Landlord such other information about the Lease financial statements of Tenant and Guarantor as may be reasonably required by the requesting party. A failure to deliver an estoppel certificate within 15 days after delivery of a request therefor shall be a conclusive admission that, as of the date of the request for such statement: (i) this Lease is unmodified except as may be represented by the requesting party in said request and is in full force and effect, (ii) there are no uncured defaults in the requesting party’s performance, and (iii) no rent has been paid more than 30 days in advance. At any time during the Lease Term Tenant shall, upon 15 days’ prior written notice from Landlord, provide Tenant’s most recent financial statement and financial statements covering the 24 month period prior to the date of such most recent financial statement to any existing Lender or to any potential Lender or buyer of the Premiseslender. Such statements shall be prepared in accordance with generally accepted accounting principles and, if include the past three (3) years' financial statements of Tenant and Guarantor. All such is the normal practice of Tenant, financial statements shall be audited received by an independent certified public accountantLandlord in confidence and shall be used only for the purpose herein set forth.

Estoppel Certificate and Financial Statements. At all 16.1 Lessee shall at any time during the Lease Termupon not less than ten (10) days' prior written notice from Lessor execute, each party agrees following any request by the other party, promptly to execute acknowledge and deliver to Lessor a statement (the requesting party within 15 days following delivery of such request an estoppel certificate: "Estoppel Certificate") in writing (i) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect, ); (ii) stating the date to which the rent and other charges are paid in advance, if any, ; (iii) the amount of any security deposit held by Lessor; and (iv) acknowledging that there are not, to the certifying party’s Lessee's knowledge; , any uncured defaults on the part of Lessor hereunder, or specifying such defaults if any party hereunder are claimed; (v) certifying and/or acknowledging such other matters as are reasonably requested by Lessor or, if there are uncured defaults, specifying the nature of its prospective lender or purchaser. Any such defaults, and (iv) certifying such other information about the Lease as statement may be reasonably required conclusively relied upon by any prospective purchaser or lender of the requesting partyPremises. A Lessee's failure to deliver an estoppel certificate such statement within 15 days after delivery of a request therefor such time shall be a conclusive admission that, as material breach of the date of the request for such statement: (i) this Lease is unmodified except as may and shall be represented by the requesting party in said request and conclusive upon Lessee (1) that this Lease is in full force and effect, without modification except as may be represented by Lessor to any prospective purchaser or lender, (ii) that there are no uncured defaults in the requesting party’s Lessor's performance, and (iii) no that not more than one month's rent has been paid more than 30 days in advanceadvance as either prepaid rent or as a security deposit (iv as to the truth and accuracy of all other provisions of the Estoppel Certificate submitted to Lessee for execution. At If Lessor desires to finance, refinance, or sell the Premises, or any time during the Lease Term Tenant shallpart thereof, upon 15 days’ prior written notice from Landlord, provide Tenant’s most recent financial statement and Lessee hereby agrees to deliver to any lender or purchaser designated by Lessor such financial statements covering the 24 month period prior to the date of Lessee as may be reasonably required by such most recent financial statement to any existing Lender lender or to any potential Lender or buyer of the Premisespurchaser. Such statements shall be prepared in accordance with generally accepted accounting principles and, if include the past three years' financial statements of Lessee. All such is the normal practice of Tenant, financial statements shall be audited received by an independent certified public accountantLessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

Estoppel Certificate and Financial Statements. At all Tenant agrees to furnish from time during the Lease Term, each party agrees following any request to time when requested by the other party, promptly to execute and deliver to the requesting party within 15 days following delivery of such request an estoppel certificate: (i) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effectLandlord, (ii) stating or the date to which holder of any deed of trust or mortgage or the rent lessor under any ground lease covering all or any part of the Building or the improvements therein or the Premises or any interest of Landlord therein), a certificate signed by Tenant confirming and other charges are paid in advance, if anycontaining such factual certifications and representations deemed appropriate by Landlord, (iii) acknowledging that there are not, to or the certifying party’s knowledge; holder of any uncured defaults on deed of trust or mortgage or the lessor under any ground lease covering all or any part of the Building or the improvements herein or the Premises or any party hereunder or, if there are uncured defaults, specifying the nature interest of such defaultsLandlord therein), and (iv) certifying such other information about the Lease as may be reasonably required by the requesting party. A failure to deliver an estoppel certificate within 15 days after delivery of a request therefor shall be a conclusive admission that, as of the date of the request for such statement: (i) this Lease is unmodified except as may be represented by the requesting party in said request and is in full force and effect, (ii) there are no uncured defaults in the requesting party’s performance, and (iii) no rent has been paid more than 30 days in advance. At any time during the Lease Term Tenant shall, upon 15 days’ prior written notice within ten (10) days following receipt of said proposed certificate from Landlord, provide Tenant’s most recent financial statement return a fully executed copy of said certificate to Landlord. In the event Tenant shall fail to return a fully executed copy of such certificate to Landlord within the foregoing ten (10) day period, then Tenant shall be deemed to have approved and confirmed all of the terms, certifications and representations contained in such certificate. In addition, Tenant shall, from time to time, upon the written request of Landlord, deliver to or cause to be delivered to Landlord or its designee then current financial statements covering the 24 month period prior to the date (including a statement of such most recent financial operations and balance sheet and statement to any existing Lender or to any potential Lender or buyer of the Premises. Such statements shall be cash flows) certified as accurate by a certified public accountant and prepared in accordance conformance with generally accepted accounting principles and, if such is the normal practice of for (i) Tenant, shall be audited (ii) any entity which owns a controlling interest in Tenant, (iii) any entity the controlling interest of which is owned by an independent certified public accountantTenant, (iv) any successor entity to Tenant by merger or operation of law, and (v) any guarantor of this Lease.

Estoppel Certificate and Financial Statements. At all Tenant shall at any time during the Lease Termand from time to time, each party agrees following any request by the other partyupon not less than ten (10) days’ prior written notice from Landlord, promptly to execute execute, acknowledge, and deliver to the requesting party within 15 days following delivery of such request an estoppel certificate: (i) certifying Landlord a statement in writing certifying, affirming or confirming certain information including, without limitation, that this Lease Sublease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this LeaseSublease, as so modified, is in full force and effect, (ii) stating and the date dates to which the rent rental, the security deposit, if any, and other charges charges, if any, are paid in advance, if any, (iii) and acknowledging that there are not, to the certifying partyTenant’s knowledge; , any uncured defaults on the part of any party hereunder orLandlord hereunder, if there are uncured defaultsand no events or conditions then in existence which, with the passage of time or notice or both, would constitute a default on the part of Landlord hereunder, or specifying the nature of such defaults, events, or conditions, if any are claimed. It is expressly understood and (iv) certifying agreed that any prospective purchaser or encumbrancer of all or any portion of the Building or of the real property of which it is a part shall be entitled to rely upon any such other information about the Lease as may be reasonably required by the requesting partystatement. A Tenant’s failure to deliver an estoppel certificate such statement within 15 days after such time shall, at the option of Landlord, constitute a material breach or default under this Sublease. If such option is not so exercised by Landlord (and despite any later delivery by Tenant of such statement), Tenant’s failure to deliver same in a request therefor timely manner shall be a conclusive admission that, as of the date of the request for such statement: upon Tenant that (i) this Lease Sublease is unmodified in full force and effect without modification except as may be represented by the requesting party in said request and is in full force and effectLandlord, (ii) there are no uncured defaults in the requesting partyLandlord’s performance, and (iii) no rent not more than one (1) month’s rental has been paid more than 30 days in advance. At any time during the Lease Term Tenant shall, upon 15 days’ prior written notice from Landlord, provide Tenant’s most recent financial statement and financial statements covering the 24 month period prior to the date of such most recent financial statement to any existing Lender or to any potential Lender or buyer of the Premises. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant.