Common use of Estoppel Certificate Financial Statements Clause in Contracts

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to the following: (i) that this Lease is in full force and effect and has not been amended, modified, supplemented or superseded other than as disclosed; (ii) that, to certifying party’s knowledge, there is no existing default on the part of the requesting party in its performance or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 any time Tenant is not a publicly-traded company, within ten (10) days from request by Landlord, Tenant will make available to Landlord or to any prospective purchaser or lender of the Property, audited financial statements of Tenant 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 Tenant are not available at the time of such request, Tenant may deliver unaudited statements prepared in accordance with generally accepted accounting principles consistently applied and certified to be true and correct by Tenant’s 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 additional financial statements to Landlord.

Estoppel Certificate Financial Statements. Within twenty Tenant shall, at any time and from time to time within ten (2010) days after written request from therefor by Landlord, without charge, deliver a certificate to Landlord or to any person or entity designated by Landlord, certifying the other partydate the Lease Term commenced, the requested party shall deliver a certificatedate the rent commenced and is paid through, in form the amount of rent and content reasonably acceptable to other charges due under the requested partyLease, to any proposed Mortgagee the expiration date of Landlord or purchaser of Landlord’s interest in the PremisesLease Term, 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 then in full force and effect effect, setting forth the amount and nature of modifications, defenses, or offsets, if any, claimed by Tenant, and any other factual matter concerning the Lease, the Tenant, or the Premises requested by Landlord or such person or entity. Tenant acknowledges that it has not been amendedprovided Landlord with certain financial statement(s) as a material inducement to Landlord’s agreement to lease the Premises to Tenant, modified, supplemented or superseded other than as disclosed; (ii) that, to certifying party’s knowledge, there is no existing default and that Landlord has relied on the part accuracy of the requesting party such financial statement(s) in its performance or observance of entering into this Lease; . Tenant represents and (iiiwarrants that the information contained in such financial statement(s) the date through which Rent is true, complete and other charges have been paidcorrect in all material respects. At any time Tenant is not a publicly-traded company, within Within ten (10) days from request by Landlord, Tenant will make available to Landlord or to any prospective purchaser or lender of the Property, audited financial statements of Tenant 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 Tenant are not available at the time of such request, Tenant may deliver unaudited statements prepared in accordance with generally accepted accounting principles consistently applied and certified to be true and correct by Tenant’s 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 additional financial statements to Landlord.

Estoppel Certificate Financial Statements. Within twenty A. Estoppel Certificate -------------------- Tenant, at any time and from time to time upon not less than ten (2010) business days after prior written request notice from Landlord, agrees to execute and deliver to Landlord a statement in the other partyform provided by Landlord (a) certifying, the requested party shall deliver a certificate, in form and content reasonably acceptable to the requested partyextent true, 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 and the date to which the rent and other charges are paid in advance, if any; (b) acknowledging that there are not, to Tenant's knowledge, any proposed Mortgagee uncured defaults on the part of Landlord or purchaser of Landlord’s interest in the Premiseshereunder, or specifying such defaults if they are claimed evidencing the status of this Lease; (c) acknowledging the amount of the Security Deposit held by Landlord; and (d) containing such other information regarding this Lease or Tenant as Landlord reasonably requests. Tenant's failure to the requesting party, certifying (if deliver an estoppel certificate within such time shall be the case or if not the case, specifying with particularity any exception) to the following: conclusive upon Tenant that (i) that this Lease is in full force and effect and has not been amendedwithout modification except as may be represented by Landlord, modified, supplemented or superseded other than as disclosed; (ii) thatto Tenant's knowledge there are no uncured defaults in Landlord's performance, 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) no rent has been paid in advance except as set forth in this Lease, and (iv) such other information regarding this Lease and Tenant set forth therein by Landlord is true and complete. B. Furnishing of Financial Statements ---------------------------------- Landlord has reviewed the date through which Rent financial statements, if any, requested of the Tenant and other charges have been paidhas 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. At 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 time while (i) any Event of Default shall be continuing, (ii) Tenant is 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 a publicly-traded company, within less than ten (10) days prior written notice from request by 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 will make available 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 Landlord or 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 Propertyeffective date of this Lease, audited the following minimum financial statements of Tenant 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 standards of Tenant are not available 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 time Term or Extended Term of this Lease any of such request, minimum financial standards of Tenant may deliver unaudited statements prepared as stated in accordance with 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 principles, consistently applied and certified to be true and correct by Tenant’s 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 additional financial statements to Landlordapplied.

Estoppel Certificate Financial Statements. Within twenty (20a) 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 any time Tenant is not a publicly-traded companyshall, within ten (10) business days after written notice from request by Landlord, Tenant will make available execute, acknowledge and deliver to Landlord a statement 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, as so modified, is in full force and effect) and the date to which the Rent and other charges are paid in advance, if any; (ii) acknowledging that there are not, to the best of its knowledge, any uncured defaults on the part of Landlord hereunder, or to specifying such defaults if any are claimed; and (iii) acknowledging such other factual matters as may reasonably be requested. Any such statement may be conclusively relied upon by any prospective purchaser or lender encumbrancer of the PropertyPremises. (b) If Landlord desires to finance or refinance the Building or sell the Building, Tenant hereby agrees to deliver to any lender or prospective purchaser designated by Landlord, within ten (10) business days of Landlord’s written request therefor, Tenant’s most recent audited financial statements of Tenant and (including any guarantor, providednotes to them) or, if Tenant is not a publicly traded entityno such audited statements have been prepared, that Landlord or any such prospective purchaser or lender agrees to maintain such statements and information in confidence, and provided further that if audited other financial statements of Tenant are not available at the time of such request(and notes to them) as may have been prepared by an independent certified public accountant or, Tenant may deliver unaudited statements prepared in accordance with generally accepted accounting principles consistently applied and certified to be true and correct by failing those, Tenant’s chief internally prepared financial officerstatements. Notwithstanding the foregoing, so long as the named If Tenant herein is a publicly traded corporation and its financial information is readily available to the publiccorporation, Tenant will not be required may satisfy its obligations hereunder by providing to deliver additional Landlord Tenant’s most recent annual and quarterly reports. All such financial statements to Landlordshall be received in confidence and shall be used only for the purposes herein set forth. Under no circumstances, however, may Landlord require delivery of Tenant’s financial statements more than once in any calendar year.

Estoppel Certificate Financial Statements. Within twenty (20) days after Upon 10 business days’ prior written request from the other partyby Landlord, the requested party Tenant shall deliver a certificateto Landlord the following: 23.1.1. A balance sheet, income statement, statement of changes in form equity, statement of consolidated cash flows and content such other financial information as may be reasonably acceptable request requested. Non-audited financial statements shall be certified to the requested party, to any proposed Mortgagee of Landlord or purchaser of and Landlord’s interest lender, if applicable, as being accurate and complete in all material respects (the Premises“Certified Statements”); provided, however, that such Certified Statements shall not be required more than once per calendar year, unless Tenant is in default under this Lease, or to if Landlord needs such Certified Statements in connection with a sale or financing of the requesting partyProject Property. The Certified Statements shall be signed by an officer, authorized agent, partner, manager or managing member of the Tenant. 23.1.2. A statement certifying (if such be the case a) that this Lease is unmodified and in full force and effect, or if not the case, specifying with particularity there has been any exception) to the following: (i) modification thereof that this Lease is in full force and effect as modified and has not been amended, modified, supplemented or superseded other than as disclosedstating the nature of the modification; (iib) thatthat Landlord is not in default under this Lease and no event has occurred which, to certifying party’s knowledgeafter notice or expiration of time or both, there is no existing would constitute a default on (or if any such default or event exists, the part of the requesting party in its performance or observance of this Leasespecific nature and extent thereof); and (iiic) the date through dates to which the Base Rent, Additional Rent and other charges have been paidpaid in advance, if any; and (d) any other information concerning this Lease or the Premises which Landlord may reasonably request (the “Estoppel Certificate”). 23.1.3. At Any financial information and Estoppel Certificate delivered pursuant to this Section 23.1 may be provided to any time Tenant is not a publicly-traded companyprospective purchaser, within ten (10) days from request holder or prospective holder of any encumbrance and relied upon by Landlord, Tenant will make available to Landlord or to any prospective purchaser purchaser, holder or lender prospective holder of any encumbrance. If Tenant fails to deliver the PropertyEstoppel Certificate required by this Section within 10 days after Landlord has requested such statements, audited financial statements such failure shall constitute an Event of Default and, in addition to Landlord’s remedies hereunder, Tenant shall be deemed to have certified that this Lease is in full force and any guarantor, provided, if Tenant is not a publicly traded entityeffect, that Landlord or any such prospective purchaser or lender agrees to maintain such statements is not in default under this Lease and information all other matters described in confidence, and provided further that if audited financial statements of Tenant are not available at the time of such request, Tenant may deliver unaudited statements prepared in accordance with generally accepted accounting principles consistently applied and certified to be true and correct by Tenant’s 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 additional financial statements to LandlordEstoppel Certificate.

Estoppel Certificate Financial Statements. Within twenty At all times during the Term, Tenant shall, within ten (2010) days after written following request from 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 other party, extent available) of Tenant requested by Landlord in connection with the sale or financing of the Project or requested party shall deliver by a certificatelender making a loan affecting the Project. Landlord may require Tenant in any estoppel certificate to: (i) certify that this Lease is unmodified, in form full force and content reasonably acceptable to effect (or, if modified, stating the requested partynature 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 proposed Mortgagee 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 Premises, or to the requesting party, certifying (if Project. Any such estoppel certificate may 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 any time Tenant is not a publicly-traded company, within ten (10) days from request conclusively relied upon by Landlord, Tenant will make available to Landlord or to any prospective purchaser or lender encumbrancer of the Property, audited Landlord’s interest. Any financial statements statement of Tenant shall include an opinion of a certified public accountant (if available) and any guarantora balance sheet and profit and loss statement for the most recent fiscal year, 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 Tenant are not available at the time of such request, Tenant may deliver unaudited statements all prepared in accordance with generally accepted accounting principles consistently applied 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 certified 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 true and correct a default by Tenant’s 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 additional financial statements to Landlord.

Estoppel Certificate Financial Statements. Within twenty (20a) At any time and from time to time, Tenant shall execute, acknowledge and deliver to Landlord, within ten (10) days after written request from the other partyreceipt thereof, the requested party shall deliver a certificate, in a form and content reasonably acceptable to the requested partyLandlord, and substantially similar to any proposed Mortgagee of Landlord or purchaser of Landlord’s interest in the PremisesExhibit F attached hereto and incorporated herein, or to the requesting partycertifying, certifying (if such be the case or if not the case, specifying with particularity any exception) to the followingamong other things: (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and has not been amendedeffect, as modified, supplemented or superseded other than as disclosedand stating the date and nature of each modification); (ii) thatthe date, if any, to certifying partywhich Rent and other sums payable hereunder have been paid; (iii) that no notice has been received by Tenant of any default which has not been cured except as to defaults specified in said certificate; and (iv) such other matters as reasonably may be requested by Landlord, or any mortgagee, beneficiary, ground or underlying lessor, purchaser or prospective purchaser of the Building or any interest therein. In the event any potion of the certificate is not factually correct, Tenant shall make such corrections as are necessary and return the certificate within five (5) days of receipt. Any such certificate may be relied upon by Xxxxxxxx and any mortgagee, beneficiary, ground or underlying lessor, purchaser or prospective purchaser of the Building or any interest therein. Tenant hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute, acknowledge and deliver any such certificate in the name of and on behalf of Tenant if Xxxxxx fails to so execute, acknowledge and deliver such certificate within five (5) days after receipt thereof. Tenant’s knowledgefailure to execute and return the certificate to Landlord within five (5) days shall be conclusive and binding upon Tenant that all information set forth in such certificate is true and accurate. Tenant’s failure to execute, there is no existing default correct if necessary, and return the certificate within five (5) days shall at the option of Landlord result in an Event of Default on the part of Tenant hereunder. (b) Within fifteen (15) days after Xxxxxxxx’s request therefor, Tenant will furnish Landlord with Xxxxxx’s most recent audited financial statements, or, if no such audited statements have been prepared, such other financial statements as may have been prepared by an independent certified public accountant, or failing those, Xxxxxx’s internally prepared accounting statements. If Tenant is a publicly traded corporation, Tenant may satisfy its obligations hereunder by providing to Landlord, Xxxxxx’s recent annual and quarterly reports. Tenant will discuss its financial statements with Xxxxxxxx and, following the requesting party occurrence of any Event of Default hereunder, will give Landlord access to Tenant’s books and records in its performance order to enable Landlord to verify the financial statements. Landlord will not disclose any aspect of Xxxxxx’s financial statements that Tenant designates to Landlord as confidential, except: (i) to Landlord’s mortgagee or observance prospective mortagees or purchasers of this Lease; the Building, (ii) in litigation between Landlord and Tenant, and (iii) if required by court order. Tenant shall not be required to deliver the date through which Rent and other charges have been paid. At any time Tenant is not financial statements required under this Section 28(b) more than once every twelve (12) period, unless requested by Xxxxxxxx’s mortgagee or a publicly-traded company, within ten (10) days from request by Landlord, Tenant will make available to Landlord or to any prospective purchaser or lender of the PropertyBuilding, audited or if an Event of Default occurs on the part of Tenant hereunder. Tenant’s failure to provide financial statements as required by this Section 28(b) or if any financial statements so provided are found to be intentionally false or misleading shall at the option of Landlord constitute an Event of Default on the part of Tenant 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 Tenant are not available at the time of such request, Tenant may deliver unaudited statements prepared in accordance with generally accepted accounting principles consistently applied and certified to be true and correct by Tenant’s 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 additional financial statements to Landlordhereunder.