Common use of Estoppel Certificate Financial Statements Clause in Contracts

Estoppel Certificate Financial Statements. (a) Lessee shall at any time upon not less than ten (10) days' prior written notice from Lessor execute, acknowledge and deliver to Lessor 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, and (ii) acknowledging that there are not, to Lessee's knowledge, any uncured defaults on the part of Lessor hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises. (b) At Lessor's option, Lessee's failure to deliver such statement within such time shall be conclusive upon Lessee (i) that this Lease is in full force and effect, without modification except as may be represented by Lessor, (ii) that there are no uncured defaults in Lessor's performance, and (iii) that not more than one month's rent has been paid in advance. Any such statement may be conclusively relied upon by a prospective purchaser or encumbrancer of Lessor's interest in the Premises. (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee hereby agrees to deliver to any lender or purchaser designated by Lessor such annual audited financial statements of Lessee as have been prepared by Lessee in the ordinary course of business and s may be reasonably required by such lender or purchaser. Such statements shall include the past three years' financial statements of Lessee. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. (d) Upon request of Lessee, Lessor shall provide to Lessee an estoppel certificate signed by Lessor, containing the same types of information, and within the same periods of time, as set forth in Paragraph 16(a) above, with such changes as are reasonably necessary to reflect that the estoppel certificate is being granted and signed by Lessor to Lessee, rather than from Lessee to Lessor. Any such statement may be conclusively relied upon by a prospective assignee, subtenant or other transferee of Lessee's interest in the Premises.

Estoppel Certificate Financial Statements. (a) Lessee shall at At any time upon not less than ten (10) days' prior written notice and from Lessor time to time, Tenant shall execute, acknowledge and deliver to Lessor Landlord, within ten (10) days after receipt thereof, a statement certificate, in writing a form acceptable to Landlord, and substantially similar to Exhibit F attached hereto and incorporated herein, certifying, among other things: (Ii) certifying that this Lease is unmodified and in full force and effect (or, if modifiedthere have been modifications, 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, and (ii) acknowledging that there are not, to Lessee's knowledge, any uncured defaults on the part of Lessor hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises. (b) At Lessor's option, Lessee's failure to deliver such statement within such time shall be conclusive upon Lessee (i) that this Lease is in full force and effect, without modification as modified, and stating the date and nature of each modification); (ii) the date, if any, to which 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 represented requested by LessorLandlord, 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 failure 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, 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 occurrence of any Event of Default hereunder, will give Landlord access to Tenant’s books and records in 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 prospective mortagees or purchasers of the Building, (ii) that there are no uncured defaults in Lessor's performancelitigation between Landlord and Tenant, and (iii) that if required by court order. Tenant shall not be required to deliver the financial statements required under this Section 28(b) more than one month's rent has been paid in advance. Any such statement may be conclusively relied upon once every twelve (12) period, unless requested by Xxxxxxxx’s mortgagee or a prospective purchaser or encumbrancer lender of Lessor's interest in the Premises. (c) If Lessor desires to finance, refinanceBuilding, or sell if an Event of Default occurs on the Premises, or any part thereof, Lessee hereby agrees of Tenant hereunder. Tenant’s failure to deliver to any lender or purchaser designated by Lessor such annual audited provide financial statements of Lessee as have been prepared by Lessee in the ordinary course of business and s may be reasonably required by such lender this Section 28(b) or purchaser. Such statements shall include the past three years' if any financial statements so provided are found to be intentionally false or misleading shall at the option of Lessee. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for Landlord constitute an Event of Default on the purposes herein set forthpart of Tenant hereunder. (d) Upon request of Lessee, Lessor shall provide to Lessee an estoppel certificate signed by Lessor, containing the same types of information, and within the same periods of time, as set forth in Paragraph 16(a) above, with such changes as are reasonably necessary to reflect that the estoppel certificate is being granted and signed by Lessor to Lessee, rather than from Lessee to Lessor. Any such statement may be conclusively relied upon by a prospective assignee, subtenant or other transferee of Lessee's interest in the Premises.

Estoppel Certificate Financial Statements. 16.1 Each party (aas "responding party") Lessee shall at any time upon not less than ten (10) days' prior written notice from Lessor the other party ("requesting party") execute, acknowledge and deliver to Lessor the requesting party a statement in writing (Ii) 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, and (ii) acknowledging that there are not, to Lesseethe responding party's knowledge, any uncured defaults on the part of Lessor hereunderthe requesting party, or specifying such defaults if any are claimedclaimed and (iii) such other matters as are reasonably requested by the requesting party. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the PremisesOffice Building Project or of the business of Tenant. (b) 16.2 At Lessorthe requesting party's option, Lessee's the failure to deliver such statement within such time shall be a material default of this Lease by the party who is to respond, without any further notice to such party, or it shall be conclusive upon Lessee such party that (i) that this Lease is in full force and effect, without modification except as may be represented by Lessorthe requesting party, (ii) that there are no uncured defaults in Lessorthe requesting party's performance, and (iii) that if Landlord is the requesting party, not more than one month's rent has been paid in advance. Any such statement may be conclusively relied upon by a prospective purchaser or encumbrancer of Lessor's interest in the Premises. (c) 16.3 If Lessor Landlord desires to finance, refinance, or sell the PremisesOffice Building Project, or any part thereof, Lessee Tenant hereby agrees to deliver to any lender or purchaser designated by Lessor Landlord such annual audited financial statements of Lessee Tenant as have been prepared by Lessee in the ordinary course of business and s may be reasonably required by such lender or purchaser. Such statements shall include the past three (3) years' financial statements of LesseeTenant. All such financial statements shall be received by Lessor Landlord and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. (d) Upon request of Lessee, Lessor shall provide to Lessee an estoppel certificate signed by Lessor, containing the same types of information, and within the same periods of time, as set forth in Paragraph 16(a) above, with such changes as are reasonably necessary to reflect that the estoppel certificate is being granted and signed by Lessor to Lessee, rather than from Lessee to Lessor. Any such statement may be conclusively relied upon by a prospective assignee, subtenant or other transferee of Lessee's interest in the Premises.