Common use of Estoppel Certificate or Three-Party Agreement Clause in Contracts

Estoppel Certificate or Three-Party Agreement. Tenant agrees (a) within ten (10) days following request by Landlord, to execute, acknowledge and deliver to Landlord and any other persons specified by Landlord, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Landlord, certifying (i) that this Lease is unmodified and in fall force and effect, or, if modified, stating the nature of such modification (ii) the date to which the Rent and other charges are paid in advance, if any, (iii) that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or so specifying such defaults, if any, as are claimed and/or (iv) any other matters as such third party may reasonably require in connection with the business dealings of Landlord and/or such third party and (b) to deliver to Landlord audited financial statements that Tenant prepares annually, including a balance sheet and a profit and loss statement for the most recent two (2) years, all prepared in accordance with generally accepted accounting principles consistently applied and certified by an independent certified public accountant. Tenant’s failure to deliver such certificate or three-party agreement within such ten (10) day period shall be conclusive upon Tenant (x) that this Lease is in fill force and effect without modification except as may be represented by Landlord, (y) that to Tenant’s knowledge there are no uncured defaults in Landlord’s performance, and (z) that no Rent has been paid in advance except as set forth in this Lease. Financial statements required to be delivered pursuant to Section 10.2(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date that Tenant’s parent company posts its consolidated financial statements, or provides a link thereto, on Tenant’s website on the Internet at xxx.xxxxxxxxxxxxxx.xxx. In the event that Tenant’s parent company is no longer publicly traded or is no longer required to publicly disclose its financial statements, then Landlord agrees to keep Tenant’s financial statements provided in accordance with the above provisions confidential, and shall not disclose or share such financial statements or the information contained therein with any other persons except Landlord’s lenders, advisors, leasing agents, investors, attorneys and prospective purchasers and their lenders.

Estoppel Certificate or Three-Party Agreement. In connection with any sale or refinancing by Landlord or its successor-in interest or in connection with any assignment of this lease or Landlord’s ownership entity or upon the request by any lender of Landlord or mortgagee of the Project, Tenant agrees (a) within ten (10) business days following request by Landlord, Landlord (a) to execute, acknowledge and deliver to Landlord and any other persons specified by Landlord, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Landlord, certifying (to the extent true, and noting the exceptions to all of such certifications) (i) that this Lease Tenant is in possession of the Premises and has unconditionally accepted it; (ii) Tenant is currently paying all rent specified in the lease and rent has been paid through a date certain; (iii) the lease is unmodified and in fall full force and effect, or, effect (or if modified, there have been modifications the lease is in full force and effect as modified and stating the nature of such modification (ii) the date to which the Rent and other charges are paid in advance, if any, (iii) that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or so specifying such defaults, if any, as are claimed and/or modifications by date.); (iv) there are no defaults by Landlord under the lease and Tenant has no defenses or offsets to any rent becoming due to the Landlord under the lease; (v) the Tenant has not assigned its interest in the lease or sublet any portion of the Premises (or describing any such then effective assignments or subleases); (vi) the Tenant has received no notice of any prior assignment, sale or pledge of the lease or rents thereunder; (vii) the Tenant has no right of first refusal or option to purchase the Building; (viii) there are no other agreements, whether written or oral, between the Landlord and Tenant with respect to the lease; (ix) Tenant has no right or option to cancel the lease prior to its stated expiration date other than upon a default by the Landlord under the lease or, where so provided in the lease arising from a casualty or condemnation; (x) Tenant has no expansion rights or rights of first refusal with respect to leasing additional space except as expressly provided in the lease; (xi) upon receipt of written notice from the holder of a mortgage or a deed to secure debt on the property that the Landlord is in default under its loan and requesting the Tenant to pay all rent to the mortgagee, the Tenant will pay all rent directly to the mortgagee; and (xii) such other matters about the factual status of this lease as such third party may reasonably require in connection with the business dealings of Landlord and/or such third party and (b) to deliver to Landlord audited financial statements that Tenant prepares annuallybe requested by Landlord, including a balance sheet and a profit and loss statement for the most recent two (2) years, all prepared in accordance with generally accepted accounting principles consistently applied and certified by an independent certified public accountantor Landlord’s mortgagee or prospective purchaser. Tenant’s failure to deliver such certificate or three-party agreement within such ten (10) business day period shall be conclusive upon Tenant (x) that this Lease is in fill force and effect without modification as to the matters set forth therein except as to matters of which Landlord has actual knowledge that are factually incorrect. Such certificate may be represented relied upon by Landlord, (y) that to Tenant’s knowledge there are no uncured defaults in Landlord’s performance, and (z) that no Rent has been paid in advance except as set forth in this Lease. Financial statements required to be delivered pursuant to Section 10.2(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on mortgagee or any prospective purchaser of the date that Tenant’s parent company posts its consolidated financial statements, or provides a link thereto, on Tenant’s website on the Internet at xxx.xxxxxxxxxxxxxx.xxx. In the event that Tenant’s parent company is no longer publicly traded or is no longer required to publicly disclose its financial statements, then Landlord agrees to keep Tenant’s financial statements provided in accordance with the above provisions confidential, and shall not disclose or share such financial statements or the information contained therein with any other persons except Landlord’s lenders, advisors, leasing agents, investors, attorneys and prospective purchasers and their lendersBuilding.

Estoppel Certificate or Three-Party Agreement. At the request of Landlord from time to time, Tenant agrees will execute an estoppel certificate in such form, certifying to such facts (if true), and containing such agreements and acknowledgments, as may be required by (and which certificate may be relied upon by) any holder or proposed holder of any existing or future mortgage or deed of trust on the Property or any purchaser or proposed purchaser of the Property, or Landlord, in each case in such holder’s, purchaser’s or Landlord’s sole and absolute discretion. Without limiting the generality of the foregoing, such estoppel certificate may require Tenant to certify (a) within ten (10) days following request by Landlord, to execute, acknowledge and deliver to Landlord and any other persons specified by Landlord, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Landlord, certifying (i) that this Lease is unmodified and in fall full force and effecteffect and 175368 2031.0 Synthesis Energy Systems – 12.7.07 unmodified (or if there have been modifications, or, if modified, that the same is in full force and effect as modified and stating the nature modifications), (b) as to the Commencement Date and the date through which Base Rental, Tenant’s Forecast Additional Rental and Additional Rental have been paid, (c) that Tenant has accepted possession of the Leased Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant, (d) that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date, (e) that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate), (f) that Tenant, as of the date of such modification (ii) the date to which the Rent and other charges are paid in advance, if any, (iii) that there are notcertificate, to Tenant’s knowledge, any uncured defaults on the part has no charge, lien, or claim of Landlord offset under this Lease or otherwise against Rent or other charges due or to become due hereunder, or so specifying such defaults, if any, as are claimed and/or (iv) any other matters as such third party may reasonably require in connection with the business dealings of Landlord and/or such third party and (b) to deliver to Landlord audited financial statements that Tenant prepares annually, including a balance sheet and a profit and loss statement for the most recent two (2) years, all prepared in accordance with generally accepted accounting principles consistently applied and certified by an independent certified public accountant. Tenant’s failure to deliver such certificate or three-party agreement within such ten (10) day period shall be conclusive upon Tenant (x) that this Lease is in fill force and effect without modification except as may be represented by Landlord, (yg) that to Tenant’s knowledge knowledge, Landlord is not then in default under this Lease, (h) that there are no uncured defaults renewal or extension options, purchase options, rights of first refusal, rights of first offer or the like in Landlord’s performance, and (z) that no Rent has been paid in advance favor of Tenant except as set forth in this Lease. Financial statements required Lease and (i) as to be delivered pursuant to Section 10.2(b) such other matters as may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date that Tenant’s parent company posts its consolidated financial statements, or provides a link thereto, on Tenant’s website on the Internet at xxx.xxxxxxxxxxxxxx.xxxrequested. In the event that Tenant fails to execute and deliver the same within five (5) business days after request therefor, Landlord shall have the right (and Tenant hereby empowers Landlord) to execute and deliver such certificate for and on behalf of and as the binding act of Tenant’s parent company is no longer publicly traded or is no longer required , which right shall be in addition to publicly disclose its financial statements, then all other rights of Landlord agrees to keep Tenant’s financial statements provided in accordance with the above provisions confidential, and shall not disclose or share such financial statements or the information contained therein with any other persons except Landlord’s lenders, advisors, leasing agents, investors, attorneys and prospective purchasers and their lendersfor an event of default by Tenant under this Lease.

Estoppel Certificate or Three-Party Agreement. In --------------------------------------------- connection with any sale or refinancing by Landlord or its successor-in-interest or in connection with any assignment of this lease or Landlord's ownership entity or upon the request by any lender of Landlord or mortgagee of the Project, Tenant agrees (a) within ten (10) business days following request by Landlord, Landlord (a) to execute, acknowledge and deliver to Landlord and any other persons specified by Landlord, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Landlord, certifying (to the extent true, and noting the exceptions to all of such certifications) (i) that this Lease the Tenant is unmodified in possession of the Premises and in fall force and effect, or, if modified, stating the nature of such modification has unconditionally accepted it; (ii) Tenant is currently paying all rent specified in the lease and rent has been paid through a date to which the Rent and other charges are paid in advance, if any, certain; (iii) that the lease is unmodified an in full force and effect (or if there are not, to Tenant’s knowledge, any uncured defaults on have been modifications the part of Landlord hereunder, or so specifying such defaults, if any, lease is in full force and effect as are claimed and/or modified and stating the modifications by date.); (iv) there are no defaults by Landlord under the lease and Tenant has no defenses or offsets to any rent becoming due to the Landlord under the lease; (v) the Tenant has not assigned its interest in the lease or sublet any portion of the Premises; (vi) the Tenant has received no notice of any prior assignment, sale or pledge of the lease or rents thereunder; (vii) the Tenant has no right of first refusal or option to purchase the Building; (viii) there are no other agreements, whether written or oral, between the Landlord and Tenant with respect to the lease; (ix) Tenant has no right or option to cancel the lease prior to its stated expiration date other than pursuant to Tenant's Termination Right set forth in Special Stipulation 4 or upon a default by the Landlord under the lease or, where so provided in the lease arising from a casualty, condemnation or a service interruption; (x) Tenant has no expansion rights or rights of first refusal with respect to leasing additional space except as noted; (xi) upon receipt of written notice from the holder of a mortgage or a deed to secure debt on the property that the Landlord is in default under its loan and requesting the Tenant to pay all rent to the mortgagee, the Tenant will pay all rent directly to the mortgagee; and (xii) such other factual matters about the status of this lease as such third party may reasonably require in connection with the business dealings of Landlord and/or such third party and be requested by Landlord, or Landlord's mortgagee or prospective purchaser (b) to deliver to Landlord audited financial statements that Tenant prepares annually, including a balance sheet and a profit and loss statement for the most recent two (2) years, all prepared in accordance with generally accepted accounting principles consistently applied and certified by an independent certified public accountantexcluding any environmental matters). Tenant’s 's failure to deliver such certificate or three-three party agreement within such ten (10) day period shall be conclusive upon Tenant (x) that this Lease is in fill force and effect without modification as to the matters set forth therein, except as may be represented by Landlord, (y) that to Tenant’s knowledge there are no uncured defaults in Landlord’s performance, and (z) that no Rent has been paid in advance except as set forth in this Lease. Financial statements required matters which Landlord actually knows to be delivered pursuant to Section 10.2(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date that Tenant’s parent company posts its consolidated financial statements, or provides a link thereto, on Tenant’s website on the Internet at xxx.xxxxxxxxxxxxxx.xxx. In the event that Tenant’s parent company is no longer publicly traded or is no longer required to publicly disclose its financial statements, then Landlord agrees to keep Tenant’s financial statements provided in accordance with the above provisions confidential, and shall not disclose or share such financial statements or the information contained therein with any other persons except Landlord’s lenders, advisors, leasing agents, investors, attorneys and prospective purchasers and their lendersfactually incorrect.

Estoppel Certificate or Three-Party Agreement. Tenant agrees within twenty (a) within ten (1020) days following request by Landlord, Landlord (a) to execute, acknowledge and deliver to Landlord and any other persons specified by Landlord, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Landlord, certifying certifying, to the extent true, that (i) that Tenant is in possession of the Premises and has unconditionally accepted it; (ii) Tenant is currently paying all rent specified in this Lease lease and rent has been paid through a date certain; (iii) the lease is unmodified and in fall full force and effecteffect (or if there have been modifications, the lease is in full force and effect as modified and stating the modifications by date.); (iv) that, to Tenant’s actual knowledge, the Landlord is not in default under any provision of this lease, or, if modifiedin default, stating the nature thereof; (v) the Tenant has not assigned its interest in the lease or sublet any portion of the Premises (or if Tenant has assigned its interest in the lease or sublet any portion of the Premises, then specifying the party(ies) and relevant date(s) of such modification assignment or subletting); (iivi) the date Tenant has received no notice of any prior assignment, sale or pledge of the lease or rents thereunder by Landlord; (vii) the Tenant has no option or right of first refusal to which purchase the Rent and other charges are paid in advance, if any, Building; (iiiviii) that there are notno other agreements, whether written or oral, between the Landlord and Tenant with respect to Tenant’s knowledgethe lease; (ix) except as set forth in the lease, any uncured defaults Tenant has no right or option to cancel the lease prior to its stated expiration date other than upon a default by the Landlord under the lease or, where so provided in the lease arising from a casualty or condemnation; (x) except as set forth in the lease, Tenant has no expansion rights or rights of first refusal with respect to leasing additional space in the Building except as noted; (xi) upon receipt of written notice from the holder of a mortgage or a deed to secure debt on the part of property that the Landlord hereunderis in default under its loan and requesting the Tenant to pay all rent to the mortgagee, or so specifying the Tenant will pay all rent directly to the mortgagee; and (xii) such defaults, if any, as are claimed and/or (iv) any other matters as such third party may reasonably require in connection with the business dealings of Landlord and/or such third party and (b) to deliver to Landlord audited financial statements that Tenant prepares annuallybe requested by Landlord, including a balance sheet and a profit and loss statement for the most recent two (2) years, all prepared in accordance with generally accepted accounting principles consistently applied and certified by an independent certified public accountantor Landlord’s mortgagee or prospective purchaser. Tenant’s failure to deliver such certificate or three-party agreement within such ten twenty (1020) day period shall be conclusive upon Tenant as to the matters set forth therein. Such certificate may be relied upon by Landlord, Landlord’s mortgagee or any prospective purchaser of the Building. Landlord agrees within twenty (x20) business days following request by Tenant (a) to execute, acknowledge and deliver to Tenant and any other persons specified by Tenant, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Tenant, certifying, to the extent true, that this Lease (i) Tenant is currently paying all rent specified in fill the lease and rent has been paid through a date certain; (ii) the lease is unmodified and in full force and effect without modification except (or if there have been modifications the lease is in full force and effect as may be represented modified and stating the modifications by date.); (iii) that, to Landlord’s knowledge, Tenant is not in default under any provision of this lease, or, if in default, the nature thereof; (yiv) that to Tenantthe best of Landlord’s knowledge knowledge, the Tenant has not assigned its interest in the lease or sublet any portion of the Premises; (v) the Landlord has received no notice of any prior assignment, sale or pledge of the lease or rents thereunder; (vi) there are no uncured defaults in other agreements, whether written or oral, between the Landlord and Tenant with respect to the lease; and (vii) such other matters as may reasonably be requested by Tenant, or Tenant’s mortgagee or prospective purchaser. Landlord’s performance, and failure to deliver such certificate or three-party agreement within such twenty (z20) that no Rent has been paid in advance except day period shall be conclusive upon Landlord as to the matters set forth in this Leasetherein, but shall not be deemed an event of default by Landlord hereunder. Financial statements required to be delivered pursuant to Section 10.2(b) Such certificate may be delivered electronically and if so deliveredrelied upon by Tenant, shall be deemed to have been delivered on the date that Tenant’s parent company posts its consolidated financial statements, mortgagee or provides any prospective purchaser of all or a link thereto, on portion of Tenant’s website on the Internet at xxx.xxxxxxxxxxxxxx.xxx. In the event that Tenant’s parent company is no longer publicly traded assets or is no longer required to publicly disclose its financial statements, then Landlord agrees to keep Tenant’s financial statements provided in accordance with the above provisions confidential, and shall not disclose or share such financial statements or the information contained therein with any other persons except Landlord’s lenders, advisors, leasing agents, investors, attorneys and prospective purchasers and their lendersownership interests.