Common use of Estoppel Certificate Financial Statements Clause in Contracts

Estoppel Certificate Financial Statements. At all times during the Term, Tenant shall, within ten (10) days following request by Landlord therefor and without charge, execute, acknowledge and deliver to Landlord any and all documents, estoppel certificates, and current financial statements (audited to the extent available) of Tenant requested by Landlord in connection with the sale or financing of the Project or requested by a lender making a loan affecting the Project. Landlord may require Tenant in any estoppel certificate to: (i) certify that this Lease is unmodified, 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) and has not been assigned, (ii) acknowledge that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, (iii) certify the date to which Rentals and other charges are paid in advance, if any, (iv) certify the current amount of Base Rent due under the Lease; (v) evidence the status of this Lease as may be reasonably required; (vi) certify such other matters relating to this Lease and/or the Project as may be requested by a lender making a loan to Landlord or a purchaser of Landlord’s interest in the Project. Any such estoppel certificate may be conclusively relied upon by any prospective purchaser or encumbrancer of Landlord’s interest. Any financial statement of Tenant shall include an opinion of a certified public accountant (if available) and a balance sheet and profit and loss statement for the most recent fiscal year, all prepared in accordance with generally accepted accounting principles consistently applied. Tenant’s failure to deliver the statement described in this Section 16.6 above within the time specified therein shall be conclusive upon Tenant that (i) this Lease is in full force and effect, without modification except as may be represented by Landlord, and has not been assigned, (ii) there are no uncured defaults in Landlord’s performance, (iii) no Rentals have been paid in advance except those that are set forth in this Lease. If Tenant fails to deliver the estoppel statement described in this Section above within the time specified therein, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s special attorney-in-fact to execute and deliver the statement to any third party. Tenant’s failure to deliver any financial statements, estoppel certificates or other documents as required pursuant to this Section shall be a default by Tenant.

Estoppel Certificate Financial Statements. At all times during the Term, Tenant shall, within ten Within twenty (1020) days following after written request by Landlord therefor from the other party, the requested party shall deliver a certificate, in form and without charge, execute, acknowledge and deliver to Landlord any and all documents, estoppel certificates, and current financial statements (audited content reasonably acceptable to the extent available) of Tenant requested by Landlord in connection with the sale or financing of the Project or requested by a lender making a loan affecting the Project. Landlord may require Tenant in any estoppel certificate to: (i) certify that this Lease is unmodified, 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) and has not been assigned, (ii) acknowledge that there are notparty, to Tenant’s knowledge, any uncured defaults on the part proposed Mortgagee of Landlord hereunder, or specifying such defaults if any are claimed, (iii) certify the date to which Rentals and other charges are paid in advance, if any, (iv) certify the current amount of Base Rent due under the Lease; (v) evidence the status of this Lease as may be reasonably required; (vi) certify such other matters relating to this Lease and/or the Project as may be requested by a lender making a loan to Landlord or a purchaser of Landlord’s interest in the ProjectPremises, or to the requesting party, certifying (if such be the case or if not the case, specifying with particularity any exception) to the following: (i) that this Lease is in full force and effect and has not been amended, modified, supplemented or superseded; (ii) that, to certifying party’s knowledge, there is no existing default on the part of the requesting party in its performance or observance of this Lease; and (iii) the date through which Rent and other charges have been paid. Any Tenant acknowledges that it has provided Landlord with certain financial statement(s) as a material inducement to Landlord’s agreement to lease the Premises to Tenant, and that Landlord has relied on the accuracy of such estoppel certificate may be conclusively relied upon financial statement(s) in entering into this Lease. Tenant represents and warrants that the information contained in such financial statement(s) is true, complete and correct in all material respects. Within ten (10) days from request by Landlord, Tenant will make available to Landlord or to any prospective purchaser or encumbrancer lender of Landlord’s interest. Any the Property, audited financial statement statements of Tenant shall include an opinion and any guarantor, provided, if Tenant is not a publicly traded entity, that Landlord or any such prospective purchaser or lender agrees to maintain such statements and information in confidence, and provided further that if audited financial statements of a certified public accountant (if available) and a balance sheet and profit and loss statement for Tenant are not available at the most recent fiscal yeartime of such request, all Tenant may deliver unaudited statements prepared in accordance with generally accepted accounting principles consistently applied. applied and certified to be true and correct by Tenant’s failure chief financial officer. Notwithstanding the foregoing, so long as the named Tenant herein is a publicly traded corporation and its financial information is readily available to the public, Tenant will not be required to deliver the statement described in this Section 16.6 above within the time specified therein shall be conclusive upon Tenant that (i) this Lease is in full force and effect, without modification except as may be represented by additional financial statements to Landlord, and has not been assigned, (ii) there are no uncured defaults in Landlord’s performance, (iii) no Rentals have been paid in advance except those that are set forth in this Lease. If Tenant fails to deliver the estoppel statement described in this Section above within the time specified therein, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s special attorney-in-fact to execute and deliver the statement to any third party. Tenant’s failure to deliver any financial statements, estoppel certificates or other documents as required pursuant to this Section shall be a default by Tenant.

Estoppel Certificate Financial Statements. At all times during the Term, Tenant shall, at any time and from time to time within ten (10) days following after written request therefor by Landlord therefor and Landlord, without charge, execute, acknowledge and deliver a certificate to Landlord or to any person or entity designated by Landlord, certifying the date the Lease Term commenced, the date the rent commenced and all documentsis paid through, estoppel certificatesthe amount of rent and other charges due under the Lease, and current financial statements (audited to the extent available) of Tenant requested by Landlord in connection with the sale or financing expiration date of the Project or requested by a lender making a loan affecting the Project. Landlord may require Tenant in any estoppel certificate to: (i) certify Lease Term, that this Lease is unmodified, in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is then in full force and effect) , setting forth the amount and has not been assignednature of modifications, (ii) acknowledge that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunderdefenses, or specifying such defaults if any are claimed, (iii) certify the date to which Rentals and other charges are paid in advanceoffsets, if any, (iv) certify the current amount of Base Rent due under claimed by Tenant, and any other factual matter concerning the Lease; (v) evidence , the status of this Lease as may be reasonably required; (vi) certify such other matters relating to this Lease and/or Tenant, or the Project as may be Premises requested by Landlord or such person or entity. Tenant acknowledges that it has provided Landlord with certain financial statement(s) as a lender making a loan material inducement to Landlord’s agreement to lease the Premises to Tenant, and that Landlord has relied on the accuracy of such financial statement(s) in entering into this Lease. Tenant represents and warrants that the information contained in such financial statement(s) is true, complete and correct in all material respects. Within ten (10) days from request by Landlord, Tenant will make available to Landlord or a purchaser of Landlord’s interest in the Project. Any such estoppel certificate may be conclusively relied upon by to any prospective purchaser or encumbrancer lender of Landlord’s interest. Any the Property, audited financial statement statements of Tenant shall include an opinion and any guarantor, provided, if Tenant is not a publicly traded entity, that Landlord or any such prospective purchaser or lender agrees to maintain such statements and information in confidence, and provided further that if audited financial statements of a certified public accountant (if available) and a balance sheet and profit and loss statement for Tenant are not available at the most recent fiscal yeartime of such request, all Tenant may deliver unaudited statements prepared in accordance with generally accepted accounting principles consistently applied. applied and certified to be true and correct by Tenant’s failure chief financial officer. Notwithstanding the foregoing, so long as the named Tenant herein is a publicly traded corporation and its financial information is readily available to the public, Tenant will not be required to deliver the statement described in this Section 16.6 above within the time specified therein shall be conclusive upon Tenant that (i) this Lease is in full force and effect, without modification except as may be represented by additional financial statements to Landlord, and has not been assigned, (ii) there are no uncured defaults in Landlord’s performance, (iii) no Rentals have been paid in advance except those that are set forth in this Lease. If Tenant fails to deliver the estoppel statement described in this Section above within the time specified therein, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s special attorney-in-fact to execute and deliver the statement to any third party. Tenant’s failure to deliver any financial statements, estoppel certificates or other documents as required pursuant to this Section shall be a default by Tenant.

Estoppel Certificate Financial Statements. At all times during the TermUpon 10 business days’ prior written request by Landlord, Tenant shall, within ten (10) days following request by Landlord therefor and without charge, execute, acknowledge and shall deliver to Landlord any the following: 23.1.1. A balance sheet, income statement, statement of changes in equity, statement of consolidated cash flows and all documents, estoppel certificates, and current such other financial information as may be reasonably request requested. Non-audited financial statements shall be certified to Landlord and Landlord’s lender, if applicable, as being accurate and complete in all material respects (audited to the extent available) of “Certified Statements”); provided, however, that such Certified Statements shall not be required more than once per calendar year, unless Tenant requested by is in default under this Lease, or if Landlord needs such Certified Statements in connection with the a sale or financing of the Project Property. The Certified Statements shall be signed by an officer, authorized agent, partner, manager or requested by a lender making a loan affecting managing member of the ProjectTenant. 23.1.2. Landlord may require Tenant in any estoppel certificate to: A statement certifying (ia) certify that this Lease is unmodifiedunmodified and in full force and effect, or if there has been any modification thereof that this Lease is in full force and effect (or, if modified, as modified and stating the nature of such modification the modification; (b) that Landlord is not in default under this Lease and certifying that this Leaseno event has occurred which, as so modifiedafter notice or expiration of time or both, is in full force and effect) and has not been assigned, would constitute a default (ii) acknowledge that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimedsuch default or event exists, the specific nature and extent thereof); (iiic) certify the date dates to which Rentals the Base Rent, Additional Rent and other charges are have been paid in advance, if any, ; and (ivd) certify the current amount of Base Rent due under the Lease; (v) evidence the status of any other information concerning this Lease as or the Premises which Landlord may reasonably request (the “Estoppel Certificate”). 23.1.3. Any financial information and Estoppel Certificate delivered pursuant to this Section 23.1 may be reasonably required; (vi) certify such other matters relating provided to this Lease and/or the Project as may be requested by a lender making a loan to Landlord any prospective purchaser, holder or a purchaser prospective holder of Landlord’s interest in the Project. Any such estoppel certificate may be conclusively any encumbrance and relied upon by Landlord, any prospective purchaser purchaser, holder or encumbrancer prospective holder of Landlord’s interestany encumbrance. Any financial statement of If Tenant shall include an opinion of a certified public accountant (if available) and a balance sheet and profit and loss statement for the most recent fiscal year, all prepared in accordance with generally accepted accounting principles consistently applied. Tenant’s failure fails to deliver the statement described in Estoppel Certificate required by this Section 16.6 above within the time specified therein 10 days after Landlord has requested such statements, such failure shall constitute an Event of Default and, in addition to Landlord’s remedies hereunder, Tenant shall be conclusive upon Tenant deemed to have certified that (i) this Lease is in full force and effect, without modification except as may be represented by Landlord, that Landlord is not in default under this Lease and has not been assigned, (ii) there are no uncured defaults in Landlord’s performance, (iii) no Rentals have been paid in advance except those that are set forth in this Lease. If Tenant fails to deliver the estoppel statement all other matters described in this Section above within the time specified therein, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s special attorney-in-fact to execute and deliver the statement to any third party. Tenant’s failure to deliver any financial statements, estoppel certificates or other documents as required pursuant to this Section shall be a default by TenantEstoppel Certificate.

Estoppel Certificate Financial Statements. At all times during the TermA. Estoppel Certificate -------------------- Tenant, Tenant shall, within at any time and from time to time upon not less than ten (10) business days following request by Landlord therefor and without chargeprior written notice from Landlord, execute, acknowledge agrees to execute and deliver to Landlord any and all documentsa statement in the form provided by Landlord (a) certifying, estoppel certificates, and current financial statements (audited to the extent available) of Tenant requested by Landlord in connection with the sale or financing of the Project or requested by a lender making a loan affecting the Project. Landlord may require Tenant in any estoppel certificate to: (i) certify true, that this Lease is unmodified, unmodified and in full force and effect (effect, or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effecteffect and the date to which the rent and other charges are paid in advance, if any; (b) and has not been assigned, (ii) acknowledge acknowledging that there are not, to Tenant’s 's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any they are claimed, (iii) certify the date to which Rentals and other charges are paid in advance, if any, (iv) certify the current amount of Base Rent due under the Lease; (v) evidence claimed evidencing the status of this Lease as may be reasonably requiredLease; (vic) certify acknowledging the amount of the Security Deposit held by Landlord; and (d) containing such other matters relating to information regarding this Lease and/or the Project or Tenant as may be requested by a lender making a loan to Landlord or a purchaser of Landlord’s interest in the Project. Any such estoppel certificate may be conclusively relied upon by any prospective purchaser or encumbrancer of Landlord’s interest. Any financial statement of Tenant shall include an opinion of a certified public accountant (if available) and a balance sheet and profit and loss statement for the most recent fiscal year, all prepared in accordance with generally accepted accounting principles consistently appliedreasonably requests. Tenant’s 's failure to deliver the statement described in this Section 16.6 above an estoppel certificate within the such time specified therein shall be conclusive upon Tenant that (i) this Lease is in full force and effect, effect without modification except as may be represented by Landlord, and has not been assigned, (ii) to Tenant's knowledge there are no uncured defaults in Landlord’s 's performance, (iii) no Rentals have rent has been paid in advance except those that are as set forth in this Lease. If , and (iv) such other information regarding this Lease and Tenant fails to deliver set forth therein by Landlord is true and complete. B. Furnishing of Financial Statements ---------------------------------- Landlord has reviewed the estoppel statement described in this Section above within the time specified therein, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s special attorney-in-fact to execute and deliver the statement to any third party. Tenant’s failure to deliver any financial statements, estoppel certificates or other documents as required pursuant if any, requested of the Tenant and has relied upon the truth and accuracy thereof with Tenant's knowledge and representations of the truth and accuracy of such statements and that said statements accurately and fairly depict the financial condition of Tenant. Said financial statements are an inducing factor and consideration for the entering into of this Lease by Landlord with this particular Tenant. Tenant shall, at any time and from time to this Section time while (i) any Event of Default shall be continuing, (ii) Tenant vacates or otherwise occupies less than fifty percent (50%) of the Building, or (iii) upon the request of any prospective purchaser or mortgagee, and upon not less than ten (10) days prior written notice from Landlord, furnish Landlord with (a) Tenant's most recent audited financial statements, including a balance sheet and income statement, or a document in which Tenant states that its books are not independently audited, and (b) unaudited financial statements, including a balance sheet and income statement, dated within ninety (90) days of the request from Landlord, and certified by the chief financial officer of Tenant to be true and accurate in all material respects. The foregoing notwithstanding, so long as the Tenant named herein shall be the Tenant under this Lease and so long as Tenant shall not be in default under this Lease, Tenant shall not be required to provide the financial statements described in the preceding sentence; provided, however, that Tenant agrees, upon not less than ten (10) days prior written notice from Landlord, to provide summary level financial information, certified to the best of Tenant's knowledge, to any prospective purchaser or lender for the Project or Building. As consideration for the financial reporting waiver contained in this paragraph, Tenant has represented and warranted by a letter dated April 12, 1996, signed by a corporate officer of Tenant, that to the best of Tenant's knowledge, as of the effective date of this Lease, the following minimum financial standards of Tenant are true and correct as stated in such letter: (a) Tenant's assets; (b) Tenant's equity; (c) Tenant's annual revenues; or (d) Tenant's annual net income. Tenant further agrees that it shall notify Landlord in writing if at any time during the Term or Extended Term of this Lease any of such minimum financial standards of Tenant as stated in such letter shall no longer be true. Each of the foregoing financial criteria shall be periodically tested and determined by Tenant using generally accepted accounting principles, consistently applied.

Estoppel Certificate Financial Statements. Within twenty (20) days after written request from the other party, the requested party shall deliver a certificate, in form and content reasonably acceptable to the requested party, to any proposed Mortgagee of Landlord or purchaser of Landlord’s interest in the Premises, or to the requesting party, certifying (if such be the case or if not the case, specifying with particularity any exception) to the following: (i) that this Lease is in full force and effect and has not been amended, modified, supplemented or superseded other than as disclosed; (ii) that, to certifying party’s knowledge, there is no existing default on the part of the requesting party in its performance or observance of this Lease; and (iii) the date through which Rent and other charges have been paid. At all times during the Term, any time Tenant shallis not a publicly-traded company, within ten (10) days following from request by Landlord therefor and without chargeLandlord, execute, acknowledge and deliver to Landlord any and all documents, estoppel certificates, and current financial statements (audited to the extent available) of Tenant requested by Landlord in connection with the sale or financing of the Project or requested by a lender making a loan affecting the Project. Landlord may require Tenant in any estoppel certificate to: (i) certify that this Lease is unmodified, 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) and has not been assigned, (ii) acknowledge that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, (iii) certify the date to which Rentals and other charges are paid in advance, if any, (iv) certify the current amount of Base Rent due under the Lease; (v) evidence the status of this Lease as may be reasonably required; (vi) certify such other matters relating to this Lease and/or the Project as may be requested by a lender making a loan will make available to Landlord or a purchaser of Landlord’s interest in the Project. Any such estoppel certificate may be conclusively relied upon by to any prospective purchaser or encumbrancer lender of Landlord’s interest. Any the Property, audited financial statement statements of Tenant shall include an opinion and any guarantor, provided, if Tenant is not a publicly traded entity, that Landlord or any such prospective purchaser or lender agrees to maintain such statements and information in confidence, and provided further that if audited financial statements of a certified public accountant (if available) and a balance sheet and profit and loss statement for Tenant are not available at the most recent fiscal yeartime of such request, all Tenant may deliver unaudited statements prepared in accordance with generally accepted accounting principles consistently applied. applied and certified to be true and correct by Tenant’s failure chief financial officer. Notwithstanding the foregoing, so long as the named Tenant herein is a publicly traded corporation and its financial information is readily available to the public, Tenant will not be required to deliver the statement described in this Section 16.6 above within the time specified therein shall be conclusive upon Tenant that (i) this Lease is in full force and effect, without modification except as may be represented by additional financial statements to Landlord, and has not been assigned, (ii) there are no uncured defaults in Landlord’s performance, (iii) no Rentals have been paid in advance except those that are set forth in this Lease. If Tenant fails to deliver the estoppel statement described in this Section above within the time specified therein, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s special attorney-in-fact to execute and deliver the statement to any third party. Tenant’s failure to deliver any financial statements, estoppel certificates or other documents as required pursuant to this Section shall be a default by Tenant.