Common use of Estoppel Certificate Clause in Contracts

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.

Appears in 11 contracts

Samples: To Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.), To Lease (Radiation Therapy Services Holdings, Inc.)

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Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Leased Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.

Appears in 9 contracts

Samples: Lease (Radiation Therapy Services Holdings, Inc.), Addendum to Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s 's business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Leased Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.

Appears in 6 contracts

Samples: Lease (Radiation Therapy Services Inc), Lease (Radiation Therapy Services Inc), Lease (Radiation Therapy Services Inc)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) business days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.

Appears in 5 contracts

Samples: Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each willagrees that, at any time and from time to timetime upon not less than twenty (20) days’ prior request by Landlord, within ten (10) days Landlord’s lessor or any mortgagee, Tenant or Tenant’s duly authorized representative having knowledge of the following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and facts will deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that a description of such modifications), (ii) to the same best of Tenant’s knowledge, this Lease (as modified if there were modifications) is in full force and effect and stating effect, (iii) the modifications), and the date dates to which the annual rent Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not paid; (iv) to the best of knowledge of the signer of such certificate the other party Tenant’s knowledge, that Landlord is not in default in performance of under any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor provision of this Lease, or, if in default, the nature thereof in detail; (v) if true, that the Premises have been delivered to Tenant by Landlord and accepted by Tenant; (vi) that there are no proceedings pending against Tenant which have been adversely decided and which would affect Tenant’s obligations under this Lease be guaranteed(or if there are such proceedings, identifying such proceedings; (vii) that Tenant has not made a claim against Landlord which has not been resolved or satisfied (or is any such claim has not been resolved or satisfied, stating such claims and its status); and (viii) such further matters as may reasonably be reasonably requested by Landlord; it being intended that any Mortgagee such statement may be relied upon by any prospective assignee of Landlord, any mortgagee or prospective mortgagee of the Building, any prospective assignee of any such mortgagee, or purchaser. The failure any prospective and/or subsequent purchaser or transferee of either party to execute, acknowledge and deliver to the other all or a statement in accordance with the provisions part of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an Landlord’s interest in the Building Property, the Office Section or the Building, or any party thereof other person having an interest therein. Tenant shall execute and deliver whatever additional instruments may reasonably be required for such purposes. Tenant’s failure to deliver any of the foregoing instruments or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date statement within twenty (20) days of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to Landlord’s request therefor in writing by Landlord, and Tenant shall still remain liable for be deemed to be an acknowledgement that the samestatements contained therein are true.

Appears in 4 contracts

Samples: Office Lease (Wayfair Inc.), Office Lease (Wayfair Inc.), Office Lease (Wayfair LLC)

Estoppel Certificate. Landlord and Tenant agree that each willUpon not less than fifteen (15) days’ prior written request by Landlord, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing writing, which may be in the form attached hereto as Exhibit E or in another form reasonably similar thereto, or such other form as Landlord may provide from time to time, certifying all or any of the following: (i) that this Lease is unmodified and in full force and effect effect, (or ii) whether the term has commenced and Fixed Rent and Additional Rent have become payable hereunder and, if there so, the dates to which they have been modificationspaid, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor terms of this Lease, if (iv) whether Tenant has accepted possession of the Premises, (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim, (vi) whether to Tenant’s knowledge there exist any offsets or defenses against enforcement of any of the terms of this Lease upon the part of Tenant to be guaranteedperformed, and (vii) such further information with respect to the Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant to this subsection 6.1.11 may be relied upon by any prospective purchaser or mortgagee of the Premises, or any prospective assignee of such mortgage. Landlord hereby agrees to provide Tenant with an estoppel certificate signed by Landlord, containing the same type of information, and within the same time period, as set forth above, with such changes as are reasonably necessary to reflect that the estoppel certificate is being granted and signed by Landlord to Tenant, rather than by Tenant to Landlord or a lender. Tenant shall also deliver to Landlord such financial information as may be reasonably requested required by Landlord to be provided to any Mortgagee mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as purchaser of the date of Premises, provided such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameparty first executes a reasonable confidentiality agreement with Tenant.

Appears in 4 contracts

Samples: Termination Agreement (ConforMIS Inc), Termination Agreement (ConforMIS Inc), Lease (ConforMIS Inc)

Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to time, within ten (10) days following after written notice request by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying certifying: (a) that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as so modified, is in full force and effect and stating effect); (b) the modifications), and the date dates to which the annual rent Annual Basic Rent, Additional Rent and any other payments due hereunder from Tenant have been charges are paid in advance, if any, and stating whether or not any;(c)that there are defenses not, to Tenant's knowledge, any uncured defaults on the part of Landlord under this Lease or offsets claimed by specifying such defaults if any are claimed; (d) that Tenant has paid Landlord the maker Security Deposit; (e) the Commencement Date and the scheduled expiration date of the certificate Lease Term; (f) the rights (if any) of Tenant to extend or renew this Lease or to expand the Leased Premises; and whether (g) the amount of Annual Basic Rent, Additional Rent and other charges currently payable under this Lease. In addition, such statement shall provide such other information and facts Landlord may reasonably require. Any such statement may be relied upon by any prospective or not to the best existing purchaser, ground lessee or mortgagee of knowledge all or any portion of the signer Property, as well as by any other assignee of such certificate the other party is in default in performance of any covenant agreement or condition contained Landlord's interest in this Lease, and if so, Specifying each . Tenant's failure to deliver such default of which the maker may have knowledge and if requested, statement within such financial information concerning time shall be conclusive upon Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteedI) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and effect, without modification except as may be represented by Landlord; (ii) that such rents have been duly and fully there are no uncured defaults in Landlord's performance under this Lease; (iii) that Tenant has paid to an including Landlord the respective due dates immediately preceding Security Deposit; (iv) that not more than one month's installment of Annual Basic Rent or Additional Rent has been paid in advance; (v) that the Commencement Date and the scheduled expiration date of such notice and shall constitute, the Lease Term are as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained stated in the provision of statement, (vi) that Tenant has no rights to extend or renew this Section shall constitute waiver by Landlord of any default in payment of rent Lease or to expand the Leased Premises; (vii) that the Annual Basic Rent, Additional Rent and other charges existing are as of set forth in the date of such notice and, unless expressly consented to certificate; and (viii) that the other information and facts set forth in writing by Landlord, the certificate are true and Tenant shall still remain liable for the samecorrect.

Appears in 3 contracts

Samples: Office Lease (Dimensional Visions Inc/ De), Office Lease (Dimensional Visions Inc/ De), Office Lease (Dimensional Visions Inc/ De)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and shall from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Sectionafter Txxxxx’s receipt of Landlord’s request therefor, execute, enseal, acknowledge and deliver to the party who gave such noticeLandlord, or its designateas Landlord may direct, a statement written instrument in writing recordable form (a) certifying (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified, supplemented or amended in any way (or, if there have been modifications), supplements or amendments thereto, that it is in full force and effect as modified, supplemented or amended, and stating such modifications, supplements and amendments) and that this Lease (as modified, supplemented or amended, as aforesaid) represents the date entire agreement among Landlord and Tenant as to the Premises and the leasehold; (ii) the dates to which the annual Base Rent, additional rent and any other payments due charges arising hereunder from Tenant have been paid in advancepaid, (iii) the amount of any prepaid rents or credits due to Tenant, if any; and (iv) that if applicable, Tenant has entered into occupancy of the Premises; (v) the date on which the Term shall have commenced and stating the corresponding expiration date; and (b) stating, to the best knowledge of Tenant, whether or not there are defenses or offsets claimed all conditions under the Lease to be performed by Landlord prior the maker date of the such certificate have been satisfied and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is then in default in the performance of any covenant covenant, agreement or condition contained in this LeaseLease and specifying, and if soany, Specifying each such default of which the maker may have knowledge unsatisfied condition and if requested, each such financial information concerning Tenant default; and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteedc) as may be stating any other fact or certifying any other condition reasonably requested by Landlord or by any Mortgagee mortgagee or prospective mortgagee or purchaserpurchaser of the Property or of any interest therein. The failure of either party In the event that Tenant shall fail to executecomplete, acknowledge execute and deliver to the other a statement in accordance with the provisions of this Section any such instrument within said ten (10) business day period shall constitute an acknowledgmentdays after Lxxxxxxx’s request therefor, by the party given such noticein addition to committing a default hereunder, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samebe deemed to have irrevocably appointed Landlord or Beneficiary (if Landlord is a trustee of a land trust) as Txxxxx’s attorney-in-fact to execute and deliver any such instrument or instruments in Tenant’s name.

Appears in 3 contracts

Samples: Office Lease Agreement (Semper Paratus Acquisition Corp), Office Lease Agreement (Semper Paratus Acquisition Corp), Office Lease Agreement (Semper Paratus Acquisition Corp)

Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge therefor, at any time and from time to time, within ten thirty (1030) days following written notice after request therefor by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such noticeLandlord a written estoppel certificate, in reasonable form, certifying to Landlord, any mortgagee, or its designateany purchaser of the Shopping Center or any other person designated by Landlord, a statement as of the date of such estoppel certificate: (i) that Tenant is in writing certifying possession of the Leased Premises and has unconditionally accepted the same; (ii) that this Lease is unmodified and in full force and effect (or if there have has been modificationsmodification, that the same is in full force and effect as modified and stating the setting forth such modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating ; (iii) whether or not there are then existing any set-offs or defenses against the enforcement of any right or offsets claimed by remedy of Landlord, or any duty or obligation of Tenant, hereunder (and, if so, specifying the maker of same in detail); (iv) that Rent is paid currently without any offset or defense thereto, (v) the certificate and dates, if any, to which any Rent has been paid in advance; (vi) whether or not to the best there is then existing any claim of knowledge of the signer of such certificate the other party is in Landlord's default in performance of any covenant agreement or condition contained in under this Lease, Lease and if so, Specifying each such default specifying the same in detail; (vii) that Tenant has no knowledge of which any event having occurred that authorized the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor termination of this LeaseLease by Tenant (or if Tenant has such knowledge, if specifying the same in detail); and (viii) any other matters relating to the status of this Lease that Landlord or its mortgagee may request be guaranteedconfirmed, provided that such facts are accurate and ascertainable. Landlord shall, within thirty (30) as may be reasonably requested by days after written request from Tenant, no more often than once in any Mortgagee or prospective mortgagee or purchaser. The failure of either party to executeLease Year and provided Tenant is not then in default hereunder, acknowledge and deliver to the other Tenant or such persons as Tenant may designate, a statement in accordance with writing certifying to the provisions extent true that: (i) Tenant is in possession of this Section within said ten the Leased Premises; (10ii) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect (as later modified, if such be the case); (iii) the Rent due hereunder is current; and (iv) that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date best of such notice; providedLandlord's knowledge, however that nothing contained information and belief, Tenant is not in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samehereunder.

Appears in 3 contracts

Samples: Lease (Play Co Toys & Entertainment Corp), Lease (Play Co Toys & Entertainment Corp), Lease (Play Co Toys & Entertainment Corp)

Estoppel Certificate. Landlord and Tenant agree that each will, shall at any time and from time to time, within time upon not less than ten (10) days following written business days’ prior notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent and any other payments due hereunder from Tenant have Rent has been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not not, to the best of knowledge of the signer of such certificate the other party Tenant, Landlord is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default of which the maker default, and such other facts as Landlord may have knowledge and if requestedreasonably request, it being intended that any such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as statement delivered pursuant hereto may be reasonably requested relied upon by any prospective purchaser of the Building or of any interest of Landlord therein, any Mortgagee or prospective mortgagee Mortgagee thereof, any lessor or purchaserprospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. The failure of either party Landlord shall at any time and from time to time upon not less than ten (10) business days’ prior notice from Tenant execute, acknowledge and deliver to the other Tenant a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, writing certifying that this Lease is unmodified and in full force and effect and that such rents (or if there have been duly modifications, that the same is in full force and fully effect as modified and stating the modifications), and the dates to which Rent has been paid in advance, if any, stating whether or not, to an including the respective due dates immediately preceding knowledge of Landlord, Tenant 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 Tenant may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective Transferee, or any lender or prospective lender of any Tenant. Time is of the date essence with respect to any such requested certificate, the parties hereby acknowledging the importance of such notice certificates in mortgage financing arrangements, prospective sales and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver the like. In the case of any defaults which may exist prior to discrepancy between the date of such notice; providedLease and the Estoppel Certificate, however that nothing contained in the provision of this Section Lease shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samegovern.

Appears in 3 contracts

Samples: Indenture of Lease (Replimune Group, Inc.), Indenture of Lease (uniQure B.V.), Indenture of Lease (uniQure B.V.)

Estoppel Certificate. Landlord and Tenant agree that each will, at At any time and from time to time, within upon not less than ten (10) days following written prior notice by Landlord, the other party hereto specifying that it is given pursuant "Superior Lessor," or the "Superior Mortgagee" (as both are herein after defined) to this SectionTenant, Tenant shall comply with, execute, acknowledge and deliver in writing addressed to such party as designated by Landlord or the Superior Lessor or the Superior Mortgagee, as the case may be (hereinafter collectively called the "Requesting Party"), certifying to the party who gave such notice, or its designate, a statement in writing certifying following: (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same Lease is in full force and effect effect, as modified, and stating the modifications); (ii) whether the Term has commenced and Minimum Rent, and Additional Rent have become payable hereunder and, if so, the date dates to which the annual rent and any other payments due hereunder from Tenant they have been paid in advance, if any, and stating paid; (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default in performance of any covenant agreement or condition contained in of the terms of this Lease, and if so, Specifying specifying each such default of which the maker xxxxxx may have knowledge; (iv) whether Tenant has accepted possession of the Premises; (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim; (vi) whether there are any offsets or defenses existing against enforcement of any of the terms of this Lease upon the part of Tenant to be performed, and, if so, specifying same; (vii) either that Tenant does not know of any default in the performance of any provisions of this Lease or specifying any default of which Tenant may have knowledge and if requestedstating what action is taken or proposes to take with respect thereto; (viii) that, such financial information concerning to the best knowledge of Tenant, there are no proceedings pending or threatened against Tenant and Tenant’s business operations (and the Guarantor of this Leasebefore or by a court or administrative agency which, if adversely decided, would materially and adversely effect the financial condition or operations of Tenant, or, if any such proceedings are pending or threatened to the best knowledge of Tenant, specifying and describing same; and (ix) such further information with respect to the Lease or the Premises as the Requesting Party may reasonably request or require, it being intended that any such statement delivered pursuant to this Lease be guaranteed) as Section 13.01 may be reasonably requested relied upon by any prospective purchaser of the Office Building or any part thereof or the interest of Landlord in any part thereof, by any prospective Superior Mortgagee or any prospective mortgagee Superior Lessor, or purchaserby any prospective assignees of such parties. The failure of either party Tenant to execute, acknowledge and deliver to the other provide a complete statement in accordance with the provisions of this Section 13.01 within said the required ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any a default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samehereunder.

Appears in 3 contracts

Samples: Lease Agreement (Netmaximizer Com Inc), Lease Agreement (Netmaximizer Com Inc), Lease Agreement (Netmaximizer Com Inc)

Estoppel Certificate. Landlord and Tenant agree that each willagrees, at any time time, and from time to time, within ten (10) days following written upon not less than 20 days’ prior notice by the other party hereto specifying that it Landlord (and which 20-day period is given pursuant not subject to any notice and cure periods otherwise provided under this SectionLease), to execute, acknowledge and deliver to the party who gave such notice, or its designateLandlord, a statement in writing addressed to Landlord or other party designated by Landlord 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), stating the actual commencement and expiration dates of the date Lease, stating the dates to which the annual rent and any other payments due hereunder from Tenant have been paid in advancecharges, if any, have been paid, that the Premises have been completed on or before the date of such certificate and that all conditions precedent to the Lease taking effect have been carried out, that Tenant has accepted possession, that the Term has commenced, Tenant is occupying the Premises and is open for business, stating whether or not there are defenses or offsets claimed exists any default by either party in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this Lease, and if so, Specifying specifying each such default of which the maker signer may have knowledge and the claims or offsets, if requestedany, claimed by Tenant, and such financial information concerning other matters reasonably required by Landlord or any prospective purchaser, mortgagee or beneficiary of the Building; it being intended that any such statement delivered pursuant hereto may be relied upon by Landlord or a purchaser of Landlord’s interest and by any mortgagee or beneficiary or prospective mortgagee or beneficiary of any mortgage or deed of trust affecting the Premises or the Building. If Tenant does not deliver such statement to Landlord within such ten (10) day period, Landlord, and any prospective purchaser or encumbrancer, may conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated except as otherwise represented by Landlord; (iii) that not more than one month’s Base Rent or other charges have been paid in advance; and (iv) that Landlord is not in default under the Lease. In such event, Tenant shall be estopped from denying the truth of such facts. Tenant shall also, on 20 days’ written notice, provide an agreement in favor of and in the form customarily used by such encumbrance holder, by the terms of which Tenant will agree to give prompt written notice to any such encumbrance holder in the event of any casualty damage to the Premises or in the event of any default on the part of Landlord under this Lease, and will agree to allow such encumbrance holder a reasonable length of time after notice to cure or cause the curing of such default before exercising Tenant’s business operations (and the Guarantor right of self-help under this Lease, if any, or terminating or declaring a default under this Lease be guaranteedLease, In the event Tenant fails to timely deliver any document under this Paragraph 19.02, Landlord may charge Tenant a penalty of Fifty Dollars ($50) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business for each day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease delivery is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samedelinquent.

Appears in 3 contracts

Samples: Office Lease Agreement (Apellis Pharmaceuticals, Inc.), Office Lease Agreement (Apellis Pharmaceuticals, Inc.), Office Lease Agreement (Apellis Pharmaceuticals, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each willagrees, at any time and from time to timeno more frequently than once per year, within upon not less than ten (10) days following written business days' prior notice by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designateLandlord, a statement in writing addressed to Landlord or other party designated by Landlord 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), stating the actual commencement and expiration dates of the date Lease, stating the dates to which the annual rent rent, and any other payments due hereunder from Tenant have been paid in advancecharges, if any, have been paid, that the Leased Premises have been completed on or before the date of such certificate and that all conditions precedent to the Lease taking effect have been carried out, that Tenant has accepted possession, that the lease term has commenced, Tenant is occupying the Leased Premises and is open for business, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of Tenant's knowledge of and belief there exists any default by either party in the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this Lease, and and, if so, Specifying specifying each such default of which the maker signer may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseclaims or offsets, if this Lease be guaranteed) as any, claimed by the Tenant, it being intended that any such statement delivered pursuant hereto may be reasonably requested relied upon by Landlord or a purchaser of Landlord's interest and by any Mortgagee mortgagee or prospective mortgagee of any mortgage affecting the Leased Premises or purchaserthe Property. The failure of either party Landlord agrees, no more frequently than once per year, upon not less than ten (10) business days' prior notice by Tenant, to execute, acknowledge and deliver to the other Tenant, a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, writing addressed to Tenant or other party designated by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, Tenant certifying that this Lease is unmodified and in full force and effect and that such rents (or, if there have been duly modifications, that the same is in full force and fully paid effect as modified and stating the modifications), stating the actual commencement and expiration dates of the Lease, stating the dates to an including which Rent, and other charges, if any, have been paid, that the respective due dates immediately preceding Leased Premises have been completed on or before the date of such notice certificate and shall constitutethat all conditions precedent to the Lease taking effect have been carried out, as that Tenant has accepted possession, that the lease term has commenced, Tenant is occupying the Leased Premises and is open for business, and stating whether or not to the best of Landlord's knowledge and belief there exists any default by either party in the performance of any covenant, agreement, term, provision or condition contained in this Lease, and, if so, specifying each such default of which the signer may have knowledge and the claims or offsets, if any, claimed by the Landlord, it being intended that any such statement delivered pursuant hereto may be relied upon by Tenant or any person entitled as aforesaid to rely upon whom Tenant may deliver such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samecertificate.

Appears in 3 contracts

Samples: Restaurant Lease (Rock Bottom Restaurants Inc), Restaurant Lease (Rock Bottom Restaurants Inc), Restaurant Lease (Rock Bottom Restaurants Inc)

Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to time, within upon not less than ten (10) days following days’ prior written notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing (the “Estoppel Certificate”) certifying the following information, (but not limited to the following information in the event further information is requested by Landlord): (i) that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as modified, is in full force and effect and stating effect); (ii) the modifications), and the date dates to which the annual rent rental and any other payments due hereunder from Tenant have been charges are paid in advance, if any; (iii) the amount of Tenant’s security deposit, if any; and (iv) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, and stating whether no events or not there 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 such defaults, events or conditions, if any are defenses claimed. It is expressly understood and agreed that any such statement may be relied upon by any prospective purchaser or offsets claimed by the maker encumbrancer of all or any portion of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Real Property. Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a such statement in accordance with the provisions of this Section within said ten (10) business day period such time shall constitute an acknowledgmentadmission by Tenant that all statements contained therein are true and correct. Furthermore, if Tenant fails to timely deliver an Estoppel Certificate to Landlord pursuant to the terms of this Article 25, then without limiting any other rights and remedies of Landlord, Landlord shall have the right to charge Tenant an amount equal to $500 per day for each day thereafter until Tenant delivers to Landlord an Estoppel Certificate pursuant to the terms hereof. Tenant acknowledges and agrees that (A) such charge compensates Landlord for the administrative costs caused by the party given delinquency, and (B) Landlord’s damage would be difficult to compute and the amount stated in this paragraph represents a reasonable estimate of such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified damage. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact and in full force Tenant’s name, place and effect stead to execute any and that such rents have been duly and fully paid all documents described in this Article 25 if Tenant fails to an including do so within the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samespecified time period.

Appears in 2 contracts

Samples: Transfer and Substitution of Indemnitor (Hudson Pacific Properties, Inc.), Standard Office Lease (Prospect Acquisition Corp)

Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to time, within ten twenty (1020) days following after receipt of written notice by request from the other party hereto specifying that it is given pursuant to this SectionLandlord or any Mortgagee, execute, acknowledge and deliver deliver, without charge, to the party who gave such noticeLandlord, the Mortgagee or its designateany other person designated, a statement in writing certifying certifying: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that identifying the same is in full force and effect and stating the modifications), and by the date thereof and specifying the nature thereof); (ii) that, to the knowledge of the Tenant, there exist no defaults (or if there be any defaults, specifying the same); (iii) the amount of the Basic Rent, the dates to which the annual rent Basic Rent, Additional Rent and any other payments due sums and charges payable hereunder from Tenant have been paid in advancepaid; (iv) that, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate Tenant, there exist no claims against the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which Landlord except for the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if continuing obligations under this Lease be guaranteed(or if the certifying party has any such claims, specifying the same); and (v) such other matters as the requesting party or the Mortgagee may be reasonably requested by any Mortgagee or prospective mortgagee or purchaserrequest. The failure Landlord shall, from time to time, within twenty (20) days after receipt of either party to written request from Tenant, execute, acknowledge and deliver deliver, without charge, to the Tenant or any other person designated, a statement in accordance with the provisions of this Section within said ten writing certifying: (10i) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents (or if there have been duly and fully paid to an including modifications, identifying the respective due dates immediately preceding same by the date of such notice thereof and shall constitutespecifying the nature thereof); (ii) that, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date knowledge of such noticeLandlord, there exist no defaults (or if there be any defaults, specifying the same); provided, however that nothing contained in (iii) the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as amount of the date Basic Rent, the dates to which the Basic Rent, Additional Rent and other sums and charges payable hereunder have been paid; (iv) that, to the knowledge of such notice and, unless expressly consented to in writing by the Landlord, and there exist no claims against the Tenant shall still remain liable except for the continuing obligations under this Lease (or if the certifying party has any such claims, specifying the same); and (v) such other matters as the requesting party may reasonably request.

Appears in 2 contracts

Samples: Lease (ConforMIS Inc), Lease (ConforMIS Inc)

Estoppel Certificate. Landlord and Tenant agree that each willTenant, at any time and shall, from time to time, within ten (10) days following written notice [ ] Business Days after request by the other party hereto specifying that it is given pursuant to this SectionLender, execute, acknowledge and deliver to the party who gave such notice, or its designate, Lender a statement in writing by Tenant certifying (a) that this the Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and (b) the date to which the annual rent and any amounts of fixed rent, additional rent, or other payments due hereunder from Tenant have been paid in advancesums, if any, which are payable in respect of the Lease and stating the commencement date and expiration date of the Lease, (c) the dates to which the fixed rent, additional rent, and other sums which are payable in respect to the Lease have been paid, (d) whether or not there are defenses Tenant is entitled to any then presently accrued credits or offsets claimed by against rent, and, if so, the maker reasons therefor and the amount thereof, (e) that to Tenant’s actual knowledge (without investigation) it is not in default in the performance of any of its obligations under the Lease and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute such a default, (f) whether or not, to the actual knowledge (without investigation) of the certificate and whether or not to the best person certifying on behalf of knowledge of the signer of such certificate the other party Tenant, Landlord is in default in the performance of any covenant agreement or condition contained in this of its obligations under the Lease, and and, if so, Specifying each such default of which specifying the maker may have knowledge and if requestedsame, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseg) whether or not, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance actual knowledge (without investigation) of such person, any event has occurred which with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date giving of such notice or passage of time, or both would constitute such a default, and, if so, specifying each such event, and shall constitute(h) whether or not, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date actual knowledge (without investigation) of such notice; providedperson, however Tenant has any then presently accrued claims, defenses or counterclaims against Landlord under the Lease, and, if so, specifying the same, it being intended that nothing contained any such statement delivered pursuant hereto shall be deemed a certification by Tenant to be relied upon by Lender and by others with whom Lender may be dealing. Tenant also shall include in any such statement such other information concerning the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as status of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease as Lender may reasonably request.

Appears in 2 contracts

Samples: Deed of Trust and Security Agreement (American Assets Trust, Inc.), Security Agreement (American Assets Trust, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each willTenant, at any time and shall, from time to time, within ten (10) days following written notice Business Days after request by the other party hereto specifying that it is given pursuant to this SectionLender, execute, acknowledge and deliver to the party who gave such notice, or its designate, Lender a statement in writing by Tenant certifying (a) that this the Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and (b) the date to which the annual rent and any amounts of fixed rent, additional rent, or other payments due hereunder from Tenant have been paid in advancesums, if any, which are payable in respect of the Lease and stating the commencement date and expiration date of the Lease, (c) the dates to which the fixed rent, additional rent, and other sums which are payable in respect to the Lease have been paid, (d) whether or not there are defenses Tenant is entitled to any then presently accrued credits or offsets claimed by against rent, and, if so, the maker reasons therefor and the amount thereof, (e) that to Tenant’s actual knowledge (without investigation) it is not in default in the performance of any of its obligations under the Lease and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute such a default or, if so, specifying the nature of such default, (f) whether or not, to the actual knowledge (without investigation) of the certificate and whether or not to the best person certifying on behalf of knowledge of the signer of such certificate the other party Tenant, Landlord is in default in the performance of any covenant agreement or condition contained in this of its obligations under the Lease, and and, if so, Specifying each specifying the same, and (g) whether or not, to the actual knowledge (without investigation) of such default of which person, Tenant has any then presently accrued claims, defenses or counterclaims against Landlord under the maker Lease, and, if so, specifying the same, it being intended that any such statement delivered pursuant hereto shall be deemed a certification by Tenant to be relied upon by Lender and by others with whom Lender may have knowledge and if requested, be dealing. Tenant also shall include in any such financial statement such other information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as status of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease as Lender may reasonably request.

Appears in 2 contracts

Samples: Non Disturbance and Attornment Agreement (American Assets Trust, Inc.), Deed of Trust and Security Agreement (American Assets Trust, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to time, within ten upon thirty (1030) days following prior written notice by the other party hereto specifying that it is given pursuant to this Sectionrequest of Landlord, execute, acknowledge and deliver to the party who gave such notice, Landlord or its designatedesignee a written statement stating, a statement in writing certifying to the reasonable knowledge of Tenant as of the date made: (a) the date this Lease was executed; (b) the Commencement Date and the Expiration Date; (c) the monthly installment amount of Annual Base Rent and other Additional Rents or payments due hereunder and the date to which all such rent has been paid; (d) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications)has not been assigned, and modified, supplemented or amended in any way (or specifying the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance terms of any covenant agreement so affecting this Lease); (e) that this Lease represents the entire agreement between the parties as to this lease transaction (or condition contained in identifying those other documents which, together with this Lease, and if so, Specifying each such default form the entire agreement between the parties as to this lease transaction); (f) that all required contributions by Landlord to Tenant on account of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents improvements have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults received (or specifying those required contributions which may exist prior to the date of such noticeLandlord has not made); provided, however (g) that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice the statement there are no existing defenses or offsets which Tenant has against the enforcement of this Lease by Landlord except as set out by Tenant; (h) that no Annual Base Rent has been paid for more than one (1) month in advance except as set out by Tenant; (i) that no security has been deposited with Landlord; and, unless expressly consented (i) any other information or facts requesting party may require, whether to issue a loan, complete a purchase or other transaction. Any such statement may be relied upon by a prospective purchaser or mortgagee of Landlord’s interest in writing the Premises. Landlord shall, upon thirty (30) days prior written request by LandlordXxxxxx, deliver to Tenant or its designee an estoppel certificate, in the substance and Tenant shall still remain liable for form described above, describing the samestatus of this Lease and any ground lease, underlying lease or mortgage encumbering the Premises.

Appears in 2 contracts

Samples: Security Agreement (MINDBODY, Inc.), Security Agreement (MINDBODY, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each will, Either party shall at any time and from time to time, within time upon not less than ten (10) days following written business days’ prior notice by to the other party hereto specifying that it is given pursuant to this Section(the “Requesting Party”), execute, acknowledge and deliver to the party who gave such notice, or its designate, Requesting Party a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent Yearly Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default and such other facts as the Requesting Party may reasonably request and which are customarily included in estoppels certificates, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (Building or of the Building and the Guarantor land or of this Leaseany interest of Landlord therein, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee mortgagee or prospective mortgagee thereof, any lessor or purchaserprospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. The failure Time is of either party the essence in respect of any such requested certificate, both parties hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sale and the like. If Tenant fails to execute, acknowledge so execute and deliver to the other a statement in accordance with the provisions of this Section such estoppel certificate within said such ten (10) business day period period, then Landlord shall constitute an acknowledgmentbe entitled to send Tenant a second notice requesting such execution and delivery of such estoppel certificate (“Second Notice”), by and if Tenant fails to execute and deliver such estoppel certificate within three (3) days after the party given such noticeSecond Notice, which may be relied on by any person holding or proposing then Tenant shall pay to acquire an interest Landlord a fee in the Building or any party thereof or amount of Five Hundred and 00/100 Dollars ($500.00) per day for each day beyond the Premises or this Lease from or through third (3rd) day after the Second Notice that Xxxxxx fails to execute and deliver such estoppel certificate. Such fee shall be in addition to Xxxxxxxx’s other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameremedies hereunder.

Appears in 2 contracts

Samples: Confidentiality Agreement (Hubspot Inc), , and Attornment Agreement (Hubspot Inc)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within Upon not less than ten (10) days following business days’ prior written notice request by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing writing, which may be in the form attached hereto as Exhibit G or in another form reasonably similar thereto, or such other form as Landlord may provide from time to time, certifying all or any of the following: (i) that this Lease is unmodified and in full force and effect effect, (or ii) whether the term has commenced and Fixed Rent and Additional Rent have become payable hereunder and, if there so, the dates to which they have been modificationspaid, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor terms of this Lease, if (iv) whether Tenant has accepted possession of the Premises, (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim, (vi) whether there exist any offsets or defenses against enforcement of any of the terms of this Lease upon the part of Tenant to be guaranteedperformed, and (vii) such further information with respect to the Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant to this subsection 6.1.11 may be relied upon by any prospective purchaser or mortgagee of the Premises, or any prospective assignee of such mortgage. Tenant shall also deliver to Landlord such financial information as may be reasonably requested required by Landlord to be provided to any Mortgagee mortgagee or prospective mortgagee or purchaserpurchaser of the Premises. The If Tenant fails to deliver the estoppel certificate within the required time period, and such failure continues for an additional five (5) days following a second written request from Landlord, then Tenant shall be obligated to pay to Landlord, as Additional Rent within twenty (20) days of either party to executedemand, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest fee in the Building or any party thereof or amount of $500.00 per day for each day that Tenant fails to deliver the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained requested estoppel in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as period beginning on the day after the expiration of the date of such notice and, unless expressly consented to in writing by Landlordinitial 10-day period, and ending on the day Tenant shall still remain liable for actually delivers the sameestoppel.

Appears in 2 contracts

Samples: Office Lease (Avedro Inc), Office Lease (Avedro Inc)

Estoppel Certificate. Landlord At least two (2) business days prior to the Close of Escrow (the “Estoppel Delivery Date”) and Tenant agree as a condition to Buyer’s obligation to proceed to the Close of Escrow, Seller shall deliver to Buyer an executed Estoppel Certificate (the “Estoppel”) from Hanesbrands, Inc. (the “Lessee”), being the tenant under those leases more particularly described in Exhibit “F” attached hereto and made a part hereof (all such documents being referred to herein as the “Leases”). The Estoppel, as executed by Lessee and delivered to Seller, shall be in the form attached hereto as Exhibit “G” without modification or disclosure of any adverse facts or matters. Prior to the expiration of the Contingency Period, Buyer may request that Seller obtain additional estoppel certificates from such other third parties, as applicable, as Buyer may reasonably require (such as owners’ associations); provided, however, obtaining such additional estoppel certificates shall not be a condition to Buyer’s obligation to proceed to the Close of Escrow, nor shall any failure by Seller to so obtain the Estoppel nor any additional estoppel certificates constitute a breach by Seller under the terms of this Agreement. Notwithstanding the foregoing, if Seller has not delivered to Buyer an executed Estoppel by the Estoppel Delivery Date, in order for Seller to obtain and deliver to Buyer the executed Estoppel prior to the Close of Escrow, Buyer and Seller shall each willhave the one-time right, at any time and from time to time, within ten (10) days following by delivering written notice by to the other party hereto specifying that it is given pursuant prior to this Section5:00 p.m. Pacific time, executeon the Estoppel Delivery Date, acknowledge and deliver to extend the party who gave such noticeEstoppel Delivery Date until the earlier of (i) the date by which Seller delivers to Buyer the executed Estoppel, or its designate(ii) fifteen (15) days after the Estoppel Delivery Date. If as a result of such extension, the Estoppel Delivery Date would be a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modificationsdate later than the Closing Date, that the same is in full force and effect and stating the modifications), and Closing Date shall also be extended to be the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations two (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (102) business day period shall constitute an acknowledgment, by days following the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameextended Estoppel Delivery Date.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale and Joint Escrow Instructions, Agreement of Purchase and Sale (Industrial Income Trust Inc.)

Estoppel Certificate. Within ten (10) business days of a written -------------------- request from Landlord, Tenant shall execute estoppel certificates addressed to (i) any mortgagee or prospective mortgagee of Landlord or, (ii) any purchaser or prospective purchaser of all or any portion of, or interest in, the Project, on a form specified by Landlord, certifying as to such facts (if true) and agreeing to such notice provisions and other matters as such mortgagee(s) or purchaser(s) may reasonably require; provided, however, that in no event shall any such estoppel certificate require an amendment of the provisions hereof, although Tenant agree shall be bound by the statements made in such certificate. In the event that each will, at any time and from time Tenant fails or refuses to time, deliver such an estoppel certificate to Landlord within ten (10) days following of a written request from Landlord, then Landlord may give to Tenant a second notice, reiterating the request that Tenant execute an estoppel certificate in the form specified by Landlord and stating that, if Tenant fails to do so within five (5) days of the receipt by Tenant of such second notice from Landlord, Tenant shall be deemed to be bound by the other party hereto specifying statements set forth in the form of certificate which Landlord requested that it is given pursuant Tenant deliver. In the event that Tenant fails to this Section, execute, acknowledge and deliver to an estoppel certificate in the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect form specified by Landlord within five (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker 5) days of the certificate and whether or not receipt by Tenant of such second notice from Landlord, Tenant shall conclusively be deemed, without exception, to have acknowledged the best of knowledge correctness of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest statements set forth in the Building or any party thereof or the Premises or this Lease from or through the other party, form of certificate which Landlord requested that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by LandlordTenant deliver, and Tenant shall still remain liable be estopped from denying the correctness of each such statement, such that a mortgage or purchaser may rely on the correctness of the statements in such form of certificate, as if made and certified by Tenant. A failure by Tenant to deliver an estoppel certificate in the form specified by Landlord within fifteen (15) business days of the receipt by Tenant of an initial request from Landlord for the samesuch certificate shall also constitute a material breach of this Lease by Tenant.

Appears in 2 contracts

Samples: Lease (Actuate Corp), Actuate Corp

Estoppel Certificate. Tenant shall, whenever requested by Landlord and Tenant agree that each will, at any time and from time to time, within ten thirty (1030) days following after written notice request by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying certifying: (a) that this Lease is unmodified and in full force and effect effect, (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as so modified, is in full force and effect and stating effect); (b) the modifications), and the date dates to which the annual rent Annual Basic Rent, Additional Rent and any other payments due hereunder from Tenant have been charges are paid in advance, if any, and stating whether or not ; (c) that there are defenses not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder or offsets claimed by specifying such defaults if any are claimed; (d) that Tenant has paid Landlord the maker Security Deposit, (e) the Commencement Date and the scheduled expiration date of the certificate Lease Term, (f) the rights (if any) of Tenant to extend or renew this Lease or to expand the Leased Premises and whether (g) the amount of Annual Basic Rent, Additional Rent and other charges currently payable under this Lease. In addition, such statement shall provide such other information and facts Landlord may reasonably require. Any such statement may be relied upon by any prospective or not to the best existing purchaser, ground lessee or mortgagee of knowledge all or any portion of the signer Property, as well as by any other assignee of such certificate the other party is in default in performance of any covenant agreement or condition contained Landlord’s interest in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and . Tenant’s business operations failure to deliver such statement within such time shall be conclusive upon Tenant (and the Guarantor of this Lease, if i) that this Lease be guaranteed) is in full force and effect, without modification except as may be reasonably represented by Landlord (ii) that there are no uncured defaults in Landlord’s performance hereunder; (iii) that Tenant has paid to Landlord the Security Deposit; (iv) that not more than one month’s installment of Annual Basic Rent or Additional Rent has been paid in advance; (v) that the Commencement Date and the scheduled expiration date of the Lease Term are as stated therein, (vii) that the Annual Basic Rent, Additional Rent and other charges are as set forth therein and (viii) that the other information and facts set forth therein are true and correct. Landlord shall, whenever requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to Tenant within thirty (30) days after written request by Tenant, execute, acknowledge and deliver to the other Tenant a statement in accordance with the provisions of this Section within said ten writing certifying: (10a) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is 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 effect); (b) the dates to which Annual Basic Rent, Additional Rent and other charges are paid in advance, if any; (c) that there are not, to Landlord’s knowledge, any uncured defaults on the part of Landlord hereunder or specifying such rents have been duly defaults if any are claimed; (d) the Commencement Date and fully paid to an including the respective due dates immediately preceding the scheduled expiration date of such notice the Lease Term, and shall constitute(e) the amount of Annual Basic Rent, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or Additional Rent and other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samecurrently payable under this Lease.

Appears in 2 contracts

Samples: Office Lease (SenesTech, Inc.), Office Lease (SenesTech, Inc.)

Estoppel Certificate. Landlord and Tenant agree Each party agrees that each it will, at any time and from time to time, within ten (10) business days following written notice by the other requesting party hereto specifying that it is given pursuant to this Sectionsection, execute, acknowledge and deliver to the requesting party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent Base Rent, Percentage Rent and any other payments due hereunder from Tenant Lessee have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate certifying party and whether or not to the best of knowledge of certifying party, the signer of such certificate the other requesting party is in default in performance of any covenant any, covenant, agreement or condition contained in this Lease, and if so, Specifying specifying each such default of which the maker certifying party may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaserknowledge. The failure of either the certifying party to execute, acknowledge and deliver to the other requesting party a statement in accordance with the provisions of this Section within said ten (10) business day period period, shall constitute an acknowledgment, acknowledgment by the party given such noticecertifying party, which may be relied on by any person holding or proposing to acquire an interest in the Building Premises or any party thereof or the Premises or this Lease from or through the other partythereof, that this Lease is unmodified and in full force and effect and that such rents all Rent and dues have been duly and fully paid to an and including the respective due dates immediately preceding the date of such notice notice, and shall constitute, as to any person entitled as aforesaid to rely upon such statementsstatement, a waiver of any defaults which may exist prior to the date of such notice; provided, however . It is agreed that nothing contained in the provision provisions of this Section shall constitute waiver by Landlord requesting party of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlordrequesting party and, and Tenant certifying party shall still remain liable for the same. There will be a two hundred fifty dollar ($250.00) regulatory fee per Section 166.221, Florida Statutes for each request made of Lessor for each Estoppel Certificate Requested, payment in full shall be made at the time of the request. No certificate shall be issued without payment of the fee.

Appears in 2 contracts

Samples: Lease Agreement, Lease Agreement

Estoppel Certificate. Landlord and Tenant agree that each willEach party ("Certifying Party") shall, at any time and from time to time, within but not more frequently than twice in any twelve (12) month period, upon not less than ten (10) days following written business days' prior notice by the other party hereto specifying that it is given pursuant to this Section, ("Requesting Party") execute, acknowledge and deliver to the party who gave such notice, or its designate, Requesting Party a statement in writing writing, certifying (a) that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, that the same is in full force and effect and stating the modifications), ; (b) the amount of monthly Minimum Rent and the increases in Additional Lease Charges payable monthly by Tenant and the date to which the annual rent and any other payments due hereunder from Tenant these components of Rent have been paid in advance; (c) the amount of any security deposited with Landlord; (d) the Commencement Date and the last date of the Term and the number and duration of option periods, if any, and stating ; (e) whether or not there are then existing any defenses or offsets claimed by against the maker enforcement of any of the certificate and obligations of Tenant under this Lease (and, if so, specifying same); (f) whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default in performance of any covenant agreement or condition contained in this Leasehereunder (and, and if so, Specifying each specifying same); and (g) such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) other matters as may be reasonably requested by any Mortgagee the Requesting Party. Any prospective purchaser, ground lessor, lender, or prospective mortgagee or purchaser. The failure of either other interested party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver on the truth of any defaults which may exist prior to all of the date of such notice; provided, however that nothing matters contained in such statement; however, the provision of Certifying Party may provide in any such certificate that it shall have no liability for any misstatement contained therein. Failure to comply with this Section shall constitute waiver be a material breach of this Lease by Landlord the Certifying Party and in addition to all of any default in payment the other rights and remedies hereunder, the Requesting Party shall have the right to collect from the Certifying Party all damages caused by the loss of rent a loan, sale, or other charges existing as of the date of such notice and, unless expressly consented transaction which may result from said party's failure to in writing by Landlord, and Tenant shall still remain liable for the samecomply with this Section 16.3.

Appears in 2 contracts

Samples: Office Lease (Cnet Inc /De), Office Lease (NBC Internet Inc)

Estoppel Certificate. Each of Landlord and Tenant agree that each will, shall at any time and from time to time, within time upon not less than ten (10) days following written business days’ prior notice by from the other party hereto specifying that it is given pursuant to this Section(the “Requesting Party”), execute, acknowledge and deliver to the party who gave such notice, or its designate, Requesting Party a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent Yearly Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Requesting Party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default and such other facts as the Requesting Party may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (Building or of the Building and the Guarantor land or of this Leaseany interest of Landlord therein or of any interest in Tenant, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee mortgagee or prospective mortgagee thereof, any lessor or purchaserprospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. The failure Time is of the essence in respect of any such requested certificate, each party hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sale and the like. If either party of Landlord or Tenant fails to execute, acknowledge so execute and deliver to the other a statement in accordance with the provisions of this Section such estoppel certificate within said such ten (10) business day period period, then the requesting party shall constitute an acknowledgmentbe entitled to send the other party a second notice requesting such execution and delivery of such estoppel certificate (“Second Notice”), by and if the other party given fails to execute and deliver such noticeestoppel certificate within three (3) days after the Second Notice, which may then such failure shall be relied on by any person holding or proposing deemed to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through be a default of the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including ’s obligations under the respective due dates immediately preceding the date Lease. The provisions of such notice and Section 26(d) shall constitute, as not apply to any person entitled as aforesaid default pursuant to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same17.5.

Appears in 2 contracts

Samples: Commencement Date Agreement (CarGurus, Inc.), Commencement Date Agreement (CarGurus, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge therefor, at any time and from time to time, within ten thirty (1030) days following written notice after request therefor by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such noticeLandlord a written estoppel certificate, in reasonable form, certifying to Landlord, any mortgagee, or its designateany purchaser of the Shopping Center or any other person designated by Landlord, a statement as of the date of such estoppel certificate: (i) that Tenant is in writing certifying possession of the Leased Premises and has unconditionally accepted the same; (ii) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the setting forth such modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating ; (iii) whether or not there are then existing any set-offs or defenses against the enforcement of any right or offsets claimed by remedy of Landlord, or any duty or obligation of Tenant, hereunder (and, if so, specifying the maker of same in detail); (iv) that rent is paid currently without any offset or defense thereto, (v) the certificate and dates, if any, to which any rent has been paid in advance; (vi) whether or not to the best there is then existing any claim of knowledge of the signer of such certificate the other party is in Landlord's default in performance of any covenant agreement or condition contained in under this Lease, Lease and if so, Specifying each such default specifying the same in detail; and (vii) that Tenant has no knowledge of which any event having occurred that authorized the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor termination of this LeaseLease by Tenant or if Tenant has such knowledge, if specifying the same in detail); and (viii) any other matters relating to the status of this Lease that Landlord or its mortgagee may request to be guaranteedconfirmed, provided that such facts are accurate and ascertainable. Landlord shall, within thirty (30) as may be reasonably requested by days after written request from Tenant, no more often than once in any Mortgagee or prospective mortgagee or purchaser. The failure of either party to executeyear, acknowledge and provided Tenant is not then in default hereunder, deliver to the other Tenant, or such persons as Tenant may designate, a statement in accordance with writing certifying to the provisions extent true that: (i) Tenant is in possession of this Section within said ten the Leased Premises; (10ii) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect (as later modified, if such be the case); (iii) the rentals due hereunder are current; and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute(iv) that, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date best of such notice; providedLandlord's knowledge, however that nothing contained information and belief, Tenant is not in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samehereunder.

Appears in 2 contracts

Samples: Lease (Play Co Toys & Entertainment Corp), Lease (Play Co Toys & Entertainment Corp)

Estoppel Certificate. Landlord shall, at the request of Tenant and Tenant agree that each will, shall at the request of Landlord at any time and from time to time, within time upon not less than ten (10) days following days’ prior written notice by the other party hereto specifying that it is given pursuant to this Sectionnotice, execute, acknowledge in recordable form, and deliver to the party who gave such noticeother, or for the Tenant to its designateauditor or a prospective purchaser of its business or assets, or to its assignee or subtenant if acceptable to Landlord, or for the Landlord to Landlord’s mortgagee, auditors or a prospective purchaser of the Project or any part thereof, a statement in writing certifying certificate stating that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as so modified, is in full force and effect and stating the modificationseffect), and the dates to which the Rent and other charges are paid, and that Tenant is paying Rent on a current basis with no offsets or claims, and there are not, to Tenant’s or Landlord’s knowledge, as the case may be, any uncured defaults on the part of Landlord or of Tenant (or specifying such offsets, claims or defaults, if any are claimed). Such certificate may require the party giving it to specify the date of commencement of Rent, the Commencement Date, the Termination Date, the Base Rent, and Additional Rent estimates, the date to which Rent has been paid, whether or not Landlord has completed any improvements required to be made to the annual rent Demised Premises and such other matters as may be reasonably requested. It is expressly understood and agreed that any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the Project or by any ground lessor, or by a purchaser or assignee or lender to Tenant or to auditors of either party hereto or by any other payments due person to whom it is delivered. The failure to deliver such statement within the time required hereunder from Tenant have shall, at the option of the requesting party, be a default under this Lease, or be conclusive evidence, binding upon the nonperforming party that this Lease is in full force and effect, without modification except as may be represented by the requesting party, that there are no uncured defaults by the requesting party and that no more than one (1) month’s Rent has been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease nonperforming party shall be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease estopped from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of asserting any defaults which may exist prior known to the date of such notice; provided, however it at that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sametime.

Appears in 2 contracts

Samples: Lease (Medical Solutions Management Inc.), Lease (Certified Diabetic Services Inc)

Estoppel Certificate. Landlord and Tenant agree agrees that each will, at any time and from time to time, time within ten (10) days following of written notice by request received from Landlord, or the holder of any First Mortgage, Tenant (or any permitted assignee, subtenant, licensee, concessionaire or other party hereto specifying that it is given pursuant to this Sectionoccupant of the Premises claiming by, execute, acknowledge and through or under Tenant) will deliver to Landlord or to the party who gave such notice, or its designateholder of any First Mortgage, a statement in writing signed by Tenant (and/or such other party) certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same this Lease as modified is in full force and effect and stating identifying the modifications), ; (b) the date upon which Tenant began paying Rent and the date dates to which the annual rent Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or paid; (c) that Landlord is not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of under any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor provision of this Lease, or, if this Lease be guaranteedin default, the nature thereof in detail; (d) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to that the other a statement Premises have been completed in accordance with the provisions terms hereof and Tenant is in occupancy and paying Rent on a current basis with no rental offsets or claims; ( e) that there has been no prepayment of Rent other than that provided for in this Section within said ten Lease; (10f) business day period shall constitute an acknowledgmentthat there are no actions, by whether voluntary or involuntary, pending against Tenant under the party given bankruptcy laws of the United States or any State thereof; and (g) such notice, which other matters as may be relied on required by any person holding or proposing to acquire an interest in the Building or any party thereof Landlord or the Premises or this Lease holder of the First Mortgage. Landlord agrees that from or through the other partytime to time within twenty (20) days of written request received from Tenant, Landlord will deliver to Tenant, a statement in writing signed by Landlord certifying (i) that this Lease is unmodified and in full force and effect and that such rents (or if there have been duly modifications, that this Lease as modified is in full force and fully paid to an including effect and identifying the respective due dates immediately preceding modifications); (ii) the date of such notice upon which Tenant began paying Rent and shall constitute, as the dates to which Rent and other charges have been paid; (iii) that Tenant is not in default under any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver Lease, or, if in default, the nature thereof in detail; (iv) that there has been no prepayment of Rent other than that provided for in this Lease; and (v) such other matters as may be required by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameTenant.

Appears in 2 contracts

Samples: Office Lease (ElectroCore, LLC), Office Lease (ElectroCore, LLC)

Estoppel Certificate. Landlord and Tenant agree Lessee agrees that each it will, at any time and from time to time, within ten (10) Business days following written notice by the other party hereto Lessor specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, Lessor a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent Minimum Base Rent, Percentage Rent and any other payments due hereunder from Tenant Lessee have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate Lessee and whether or not to the best of knowledge of the signer of such certificate the other party Lessee, Lessor is in default in performance of any covenant any, covenant, agreement or condition contained in this Lease, and if so, Specifying specifying each such default of which the maker Lessee may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaserknowledge. The failure of either party Lessee to execute, acknowledge and deliver to the other Lessor a statement in accordance with the provisions of this Section within said ten (10) business Business day period shall constitute an acknowledgment, Event of Default hereunder and shall also constitute an acknowledgment by the party given such noticeLessee, which may be relied on by any person holding or proposing to acquire an interest in the Building Property or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an and including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statementsstatement, a waiver of any defaults which may exist prior to the date of such notice; provided, however . It is agreed that nothing contained in the provision provisions of this Section shall constitute waiver by Landlord Lessor of any default in payment of rent Rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by LandlordLessor and, and Tenant Lessee shall still remain liable for the same.

Appears in 2 contracts

Samples: Lease Agreement, Lease Agreement

Estoppel Certificate. Landlord and Tenant agree that each willagree, at any time and from time to time, within ten (10) days following days’ of written notice request by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such noticeparty, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect mortgagee (or if there have been modifications, that the same is in full force and effect and stating the modifications“Requesting Party”), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other Requesting Party a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, writing certifying: that this Lease is unmodified and presently in full force and effect and unmodified except as may be indicated, with a true and correct copy of the Lease and any and all amendments and side agreements, if any, attached; the commencement and expiration dates of the Term; that such rents the Tenant has accepted possession of the Premises except as may be indicated, any improvements required by the terms of this Lease to be made by the Landlord have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior completed to the satisfaction of the Tenant except as may be indicated; that no rent under the Lease has been paid more than thirty (30) days in advance of its due date of such notice(except for security deposits, if any, in a specified amount); provided, however that nothing contained the addresses for notices to be sent to the Landlord and Tenant are as set forth in the provision of this Section shall constitute waiver by Landlord of any default Lease or as specified in payment of rent or other charges existing such certificate; that the Tenant as of the date of executing the certificate has no charge, lien or claim of offset under the Lease, or otherwise, against rents or other charges due or to become due thereunder except as may be indicated; that the Requesting Party is not in default of its obligations under this Lease, except as may be indicated; and as to such other information as the Requesting Party’s lender, prospective lender, purchaser or prospective purchaser may reasonably require. In addition, in the event the Tenant receives written notice andfrom the Landlord and the holder of a mortgage, unless expressly consented to in writing by Landlordor ground lease on the Property so requesting, and the Tenant shall still remain liable enter into a written agreement with the holder of such mortgage, or ground lease containing such provisions as the holder shall reasonably require, including, without limitation, provisions that: (1) the Tenant will not pay any rent under the Lease more than thirty (30) days in advance of its due date (except for security deposits); (2) Tenant will not enter into or consent to the samemodification of any of the terms of this Lease nor to the termination thereof by the Landlord without the mortgagee’s or ground lessor’s prior written consent; and (3) Tenant will not seek to terminate this Lease by reason of any act or omission of the Landlord until the Tenant shall have given written notice of such act or omission to the holder of such mortgage, or ground lease (at such holder’s last address furnished the Tenant) and until a reasonable period of time shall have elapsed following the giving of such notice, but in no event less than thirty (30) days, during which period such holder shall have the right, but shall not be obligated to remedy such act or omission.

Appears in 2 contracts

Samples: Commercial Lease (Karyopharm Therapeutics Inc.), Commercial Lease (Karyopharm Therapeutics Inc.)

Estoppel Certificate. Landlord and Tenant agree that each willagrees periodically, at any time and from time but not more than two (2) times per year, to time, furnish within ten twenty (1020) days following after written notice request by Landlord or the other party hereto specifying that it is given pursuant to this Sectionholder of any deed of trust, execute, acknowledge and deliver to mortgage or security agreement covering the party who gave such notice, Project or its designateany interest of Landlord therein, a statement in writing certificate signed by a Tenant certifying (a) that this Lease is unmodified and in full force and effect and unmodified (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) as to the Commencement Date and the date through which Monthly Rental has been paid, (c) that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to which the annual rent and any other payments due hereunder from Tenant be made by Landlord have been completed to the satisfaction of Tenant, or if Tenant has not accepted or if Landlord’s work is not complete, stating same, (d) that except as stated in the certificate no Rent has been paid more than thirty (30) days in advanceadvance of its due date, if any(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), and stating whether or not there are defenses or offsets claimed by (f) that except as stated in the maker certificate, Tenant, as of the certificate and whether or not date of such certificate, has, to the best of knowledge Tenant’s current actual knowledge, no charge, lien, or claim of offset against Rent due or to become due, (g) that except as stated in the signer certificate. Landlord is not then, to the best of such certificate the other party is Tenant’s current actual knowledge, in default in performance of any covenant agreement or condition contained in under this Lease, and if so(h) that there are no renewal or extension options, Specifying each such default purchase options, rights of which first refusal or the maker may have knowledge and if requested, such financial information concerning like in favor of Tenant and Tenant’s business operations (and the Guarantor of this Lease, if except as set forth in this Lease be guaranteedand (i) as to such other matters as may be reasonably requested by Landlord or the holder of any Mortgagee such deed of trust, mortgage or prospective mortgagee or purchasersecurity agreement. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given Any such notice, which certificate may be relied on upon by any person holding or proposing to acquire an interest in the Building ground lessor, prospective purchaser, secured party, mortgagee or any party beneficiary under any mortgage, deed of trust on the Project or any part thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date interest of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sametherein.

Appears in 2 contracts

Samples: Sublease (Encore Capital Group Inc), Sublease (Encore Capital Group Inc)

Estoppel Certificate. Landlord and Tenant agree that each will, Either party shall at any time and from time to time, within time upon not less than ten (10) days following written business days’ prior notice by to the other party hereto specifying that it is given pursuant to this Section(the “Requesting Party”), execute, acknowledge and deliver to the party who gave such notice, or its designate, Requesting Party a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent Yearly Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default and such other facts as the Requesting Party may reasonably request and which are customarily included in estoppels certificates, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (Building or of the Building and the Guarantor land or of this Leaseany interest of Landlord therein, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee mortgagee or prospective mortgagee thereof, any lessor or purchaserprospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. The failure Time is of either party the essence in respect of any such requested certificate, both parties hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sale and the like. If Tenant fails to execute, acknowledge so execute and deliver to the other a statement in accordance with the provisions of this Section such estoppel certificate within said such ten (10) business day period period, then Landlord shall constitute an acknowledgmentbe entitled to send Tenant a second notice requesting such execution and delivery of such estoppel certificate (“Second Notice”), by and if Tenant fails to execute and deliver such estoppel certificate within three (3) days after the party given such noticeSecond Notice, which may be relied on by any person holding or proposing then Tenant shall pay to acquire an interest Landlord a fee in the Building or any party thereof or amount of Five Hundred and 00/100 Dollars ($500.00) per day for each day beyond the Premises or this Lease from or through third (3rd) day after the Second Notice that Txxxxx fails to execute and deliver such estoppel certificate. Such fee shall be in addition to Lxxxxxxx’s other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameremedies hereunder.

Appears in 2 contracts

Samples: Confidentiality Agreement (Hubspot Inc), , and Attornment Agreement (Hubspot Inc)

Estoppel Certificate. Landlord and Tenant agree that each willAt any time, at any time and from time to time, within ten Tenant shall, promptly and in no event later than twenty (1020) days following written notice by the other party hereto specifying that it is given pursuant to this Sectionafter a request from Landlord or any Lender or mortgagee of Landlord, execute, acknowledge and deliver to Landlord or such Lender or mortgagee, as the party who gave such notice, or its designatecase may be, a statement certificate in writing certifying the form supplied by Landlord, certifying: (a) that Tenant has accepted the Property; (b) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (c) the commencement and expiration dates of the Lease Term; (d) the date to which the annual rent and any other payments due hereunder from Tenant Rentals have been paid in advance, if any, under this Lease and stating the amount thereof then payable; (e) whether or not there are defenses or offsets claimed then any existing defaults by Landlord in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in its obligations under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseand, if there are any such defaults, specifying the nature and extent thereof; (f) that no notice has been received by Tenant of any default under this Lease be guaranteedwhich has not been cured, except as to defaults specified in the certificate; (g) as may be the capacity of the Person executing such certificate, and that such Person is duly authorized to execute the same on behalf of Tenant; (h) that neither Landlord nor any Lender or mortgagee has actual involvement in the management or control of decision making related to the operational aspects or the day-to-day operation of the Property, including any handling or disposal of Hazardous Materials or Regulated Substances; and (i) any other information reasonably requested by Landlord or any Mortgagee Lender or prospective mortgagee mortgagee, as the case may be. If Tenant shall fail or purchaser. The failure of either party refuse to execute, acknowledge and deliver to the other sign a statement certificate in accordance with the provisions of this Section 9.05 within said ten twenty (1020) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing days following a request by Landlord, Tenant irrevocably constitutes and Tenant shall still remain liable for appoints Landlord as its attorney-in-fact to execute and deliver the samecertificate to any such third party, it being stipulated that such power of attorney is coupled with an interest and is irrevocable and binding.

Appears in 2 contracts

Samples: Lease Agreement (Nortech Systems Inc), Lease Agreement (Nortech Systems Inc)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) business days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.

Appears in 2 contracts

Samples: Lease (Radiation Therapy Services Holdings, Inc.), To Lease (Radiation Therapy Services Holdings, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each willTenant, at any time and shall, from time to time, within ten (10) days following written notice [_________] Business Days after request by the other party hereto specifying that it is given pursuant to this SectionLender, execute, acknowledge and deliver to the party who gave such notice, or its designate, Lender a statement in writing by Tenant certifying (a) that this the Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and (b) the date to which the annual rent and any amounts of fixed rent, additional rent, or other payments due hereunder from Tenant have been paid in advancesums, if any, which are payable in respect of the Lease and stating the commencement date and expiration date of the Lease, (c) the dates to which the fixed rent, additional rent, and other sums which are payable in respect to the Lease have been paid, (d) whether or not there are defenses Tenant is entitled to any then presently accrued credits or offsets claimed by against rent, and, if so, the maker reasons therefor and the amount thereof, (e) that to Tenant's actual knowledge (without investigation) it is not in default in the performance of any of its obligations under the Lease and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute such a default, (f) whether or not, to the actual knowledge (without investigation) of the certificate and whether or not to the best person certifying on behalf of knowledge of the signer of such certificate the other party Tenant, Landlord is in default in the performance of any covenant agreement or condition contained in this of its obligations under the Lease, and and, if so, Specifying each such default of which specifying the maker may have knowledge and if requestedsame, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseg) whether or not, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance actual knowledge (without investigation) of such person, any event has occurred which with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date giving of such notice or passage of time, or both would constitute such a default, and, if so, specifying each such event, and shall constitute(h) whether or not, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date actual knowledge (without investigation) of such notice; providedperson, however Tenant has any then presently accrued claims, defenses or counterclaims against Landlord under the Lease, and, if so, specifying the same, it being intended that nothing contained any such statement delivered pursuant hereto shall be deemed a certification by Tenant to be relied upon by Lender and by others with whom Lender may be dealing. Tenant also shall include in any such statement such other information concerning the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as status of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease as Lender may reasonably request.

Appears in 2 contracts

Samples: Trust and Security Agreement, Disturbance and Attornment Agreement (American Assets Trust, Inc.)

Estoppel Certificate. Landlord Lessee will execute and Tenant agree that each will, at any time and from time deliver to timeLessor, within ten (10) days following after written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designaterequest from Lessor, a statement written Estoppel Certificate in writing certifying form prepared by Lessor certifying: (i) that this Lease is unmodified and in full force and effect (or, if modified, specifying each such modification); (ii) the Commencement Date and expiration of the Lease Term; (iii) the absence or if there have been modificationsstatus of any rights of Lessee to renew, that extend, or otherwise alter the same is in full force and effect and stating Lease Term or to lease additional space or alter the modifications), and definition of the Premises; (iv) the date to which the annual rent and any other payments due hereunder from Tenant have been charges are paid in advance, if any; (v) that there are not, to Lessee’s knowledge, any uncured Defaults on the part of Lessor, or stating the nature of any uncured Defaults; (vi) the current Base Rent amount and the amount and form of the Security Deposit on deposit with Lessor; (vii) that Lessor has completed any promised improvements to the Premises and paid any promised improvement allowance (or detailing any work to be performed or allowance to be paid); and (viii) any other information requested, including but not limited to, any requested information regarding Hazardous Materials. Any such Estoppel Certificate may be relied upon by Lessor, and stating whether also by any actual or not there are defenses prospective buyer or offsets claimed by the maker lender of the certificate Property and whether or not any other third party designated by Lessor (the “Beneficiaries”). If Lessee fails to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge execute and deliver to the other a statement in accordance with the provisions of this Section such Estoppel Certificate within said such ten (10) business day period period, then without waiver of Default or of any other right or remedy of Lessor, Lessor shall constitute an acknowledgmenthave the right to deliver to the Beneficiaries a completed Substitute Estoppel Certificate regarding this Lease certifying the matters which Lessee was requested to certify in the Estoppel Certificate. A notice enclosing a copy of the Substitute Estoppel Certificate shall be simultaneously sent to Lessee. Each statement in the Substitute Estoppel Certificate shall be deemed true, by and shall be binding upon Lessee, unless Lessee provides, within five (5) days of the party given such receipt of Lessor’s notice, which may be relied written notice addressed to Lessor and the Beneficiaries disagreeing with such statement on by specific grounds. Lessee shall defend and indemnify Lessor regarding any person holding or proposing to acquire an interest claim that a statement in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease Substitute Estoppel Certificate to which Lessee did not so disagree is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameinaccurate.

Appears in 1 contract

Samples: Service Lease (Digimarc CORP)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within Within ten (10) days following after receipt of written notice by the other party hereto specifying that it is given pursuant to this Sectionrequest from Landlord, execute, acknowledge Tenant shall execute and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying certificate stating (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same is in full force and effect as modified, and stating all modifications, (ii) the modifications)then current Basic Monthly Rent, and (iii) the date dates to which the annual rent and any other payments due hereunder from Tenant have Basic Monthly Rent has been paid in advance, if any(iv) the amount of any security deposit, and stating prepaid rent, or other payment constituting Rent which has been paid, (v) whether or not there are defenses Tenant or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default under this Lease and whether there currently exist any defenses or rights of offset under the Lease in performance favor of any covenant agreement Tenant, and (vi) such other reasonable matters as Landlord may reasonably request regarding Landlord or condition contained in Tenant’s compliance with the terms of the Lease. Tenant’s failure to deliver such certificate within such ten day period shall be deemed a material Event of Default under this Lease, provided it shall also be deemed conclusive upon Tenant for the benefit of Landlord, and if soany successor in interest to Landlord, Specifying each such default any lender or proposed lender, and any purchaser or proposed purchaser of which the maker may have knowledge and if requestedProject that, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) except as may be reasonably requested represented by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to executeLandlord, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and effect, no Rent has been paid more than thirty (30) days in advance, neither Tenant nor Landlord is in default under this Lease, no defenses or rights of offset under the Lease exist in favor of Tenant. Tenant will similarly, in connection with any lending or Transfer transaction, upon ten days written request from Landlord, execute an estoppel certificate in favor of Landlord’s proposed lender or Transferee including all the matters described above, together with such additional statements as may be customarily required by the proposed lender or Transferee, including without limitation, (i) the status of all improvements made to the Premises, (ii) a certification that such rents have no Hazardous Materials are used in connection with the Premises, (iii) an acknowledgment that this Lease has been duly and fully paid or is being assigned as additional security for any Loan secured by the Premises, (iv) that Lender shall not be bound by any modification, amendment, termination or surrender of the Lease made without Lender’s written consent, (v) that after expiration of any notice period applicable to an including the respective due dates immediately preceding the date of such Landlord, Tenant shall provide Lender with notice and shall constitutean opportunity to cure such default equivalent to that provided to Landlord, as to any person entitled as aforesaid to rely (vi) that Landlord, Lender or Purchaser is relying upon such statementscertification, waiver of any defaults which and (vii) such other reasonable matters as Landlord or its Lender may exist prior reasonably request. Failure to the date of provide such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver documentation within ten (10) days after written request by Landlord shall be deemed an Event of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameDefault under this Lease.

Appears in 1 contract

Samples: Office Lease (Lionbridge Technologies Inc /De/)

Estoppel Certificate. Landlord and Tenant agree that each willEach party shall, at any time and from time to time, within ten (10) 10 days following written notice after request by the other party hereto specifying that it is given pursuant to this Sectionparty, execute, acknowledge execute and deliver to the requesting party who gave (or to such notice, person or its entity as the requesting party may designate, ) a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), certifying the Commencement Date, Expiration Date and the date dates to which the annual rent Fixed Rent and any other payments due hereunder from Tenant Additional Charges have been paid in advancepaid, if anythe amount of Fixed Rent, the Tax Payment and stating whether or not there are defenses or offsets claimed by the maker of the certificate Operating Payment then payable under this Lease and whether or not any amount of Rent has been paid more than one (1) month in advance, the amount of the Security Deposit paid by Tenant, whether or not Tenant is in possession of the Premises, whether or not all improvements required to be constructed by Landlord have been completed in accordance with the terms of this Lease, whether or not all allowances or contributions required to be paid by Landlord toward the cost of improvements constructed by Tenant have been paid, and whether or not, to the best of knowledge of the signer of such certificate party, the other party is in default in performance of any covenant agreement or condition contained in of its obligations under this Lease, and and, if so, Specifying specifying each such default of which such party has knowledge, it being intended that any such statement shall be deemed a representation and warranty to be relied upon by the maker may have knowledge and if requested, party to whom such financial Statement is addressed. Tenant also shall include or confirm in any such statement such other information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as Landlord may reasonably request or as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other lender that may provide a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, loan secured by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building Project or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameinterest therein.

Appears in 1 contract

Samples: Lease (Thomas Weisel Partners Group, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to timewhenever requested by Landlord, within ten (10) days following after written notice request by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying certifying: (a) that this Lease is unmodified and in full force and effect effect, (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as so modified, is in full force and effect and stating effect); (b) the modifications), and the date dates to which the annual rent Monthly Basic Rent, Additional Rent and any other payments due hereunder from Tenant have been charges are paid in advance, if any, and stating whether or not ; (c) that there are defenses not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder or offsets claimed by specifying such defaults if any are claimed; (d) that Tenant has paid Landlord the maker Security Deposit, (e) the Commencement Date and the scheduled expiration date of the certificate Lease Term, (f) the rights (if any) of Tenant to extend or renew this Lease or to expand the Leased Premises and whether (g) the amount of Monthly Basic Rent, Additional Rent and other charges currently payable under this Lease. In addition, such statement shall provide such other information and facts Landlord may reasonably require. Any such statement may be relied upon by any prospective or not to the best existing purchaser, ground lessee or mortgagee of knowledge all or any portion of the signer Property, as well as by any other assignee of such certificate the other party is in default in performance of any covenant agreement or condition contained Landlord's interest in this Lease, and if so, Specifying each . Tenant's failure to deliver such default of which the maker may have knowledge and if requested, statement within such financial information concerning time shall be conclusive upon Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteedi) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and effect, without modification except as may be represented by Landlord; (ii) that such rents have been duly and fully there are no uncured defaults in Landlord's performance hereunder; (iii) that Tenant has paid to an including Landlord the respective due dates immediately preceding Security Deposit; (iv) that not more than one month's installment of Monthly Basic Rent or Additional Rent has been paid in advance; (v) that the Commencement Date and the scheduled expiration date of such notice the Lease Term are as stated therein, (vi) that Tenant has no rights to extend or renew this Lease or to expand the Leased Premises, (vii) that the Monthly Basic Rent, Additional Rent and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing are as of set forth therein and (viii) that the date of such notice and, unless expressly consented to in writing by Landlord, other information and Tenant shall still remain liable for the samefacts set forth therein are true and correct.

Appears in 1 contract

Samples: Acoma Business Center Industrial Lease (Studio One Media, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each will, at At any time and from time to time, within upon not less than ten (10) days following written prior notice by Landlord, the other party hereto specifying that it is given pursuant "Superior Lessor," or the "Superior Mortgagee" (as both are herein after defined) to this SectionTenant, Tenant shall comply with, execute, acknowledge and deliver in writing addressed to such party as designated by Landlord or the Superior Lessor or the Superior Mortgagee, as the case may be (hereinafter collectively called the "Requesting Party"), certifying to the party who gave such notice, or its designate, a statement in writing certifying following: (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same Lease is in full force and effect effect, as modified, and stating the modifications); (ii) whether the Term has commenced and Minimum Rent, and Additional Rent have become payable hereunder and, if so, the date dates to which the annual rent and any other payments due hereunder from Tenant they have been paid in advance, if any, and stating paid; (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default in performance of any covenant agreement or condition contained in of the terms of this Lease, and if so, Specifying specifying each such default of which the maker signor may have knowledge; (iv) xxxxher Tenant has accepted possession of the Premises; (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim; (vi) whether there are any offsets or defenses existing against enforcement of any of the terms of this Lease upon the part of Tenant to be performed, and, if so, specifying same; (vii) either that Tenant does not know of any default in the performance of any provisions of this Lease or specifying any default of which Tenant may have knowledge and if requestedstating what action is taken or proposes to take with respect thereto; (viii) that, such financial information concerning to the best knowledge of Tenant, there are no proceedings pending or threatened against Tenant and Tenant’s business operations (and the Guarantor of this Leasebefore or by a court or administrative agency which, if adversely decided, would materially and adversely effect the financial condition or operations of Tenant, or, if any such proceedings are pending or threatened to the best knowledge of Tenant, specifying and describing same; and (ix) such further information with respect to the Lease or the Premises as the Requesting Party may reasonably request or require, it being intended that any such statement delivered pursuant to this Lease be guaranteed) as Section 13.01 may be reasonably requested relied upon by any prospective purchaser of the Office Building or any part thereof or the interest of Landlord in any part thereof, by any prospective Superior Mortgagee or any prospective mortgagee Superior Lessor, or purchaserby any prospective assignees of such parties. The failure of either party Tenant to execute, acknowledge and deliver to the other provide a complete statement in accordance with the provisions of this Section 13.01 within said the required ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any a default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samehereunder.

Appears in 1 contract

Samples: Lease Agreement (Netmaximizer Com Inc)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten time upon not less than twenty (1020) days following days' prior written notice request by the other party hereto specifying that it is given pursuant to this Section(the "Requesting Party"), executeor any existing or prospective Mortgagee or Ground Lessor, acknowledge and Tenant will cause any subtenant, licensee, concessionaire or other occupant of the Premises claiming by, through or under Tenant to, complete, execute and deliver to the party who gave such notice, Landlord or its designateLandlord's designee or to any Mortgagee or Ground Lessor, a statement in writing written estoppel certificate certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same lease as modified is in full force and effect and stating identifying the modifications), ; (b) the date upon which Tenant began paying Rent and the date dates to which the annual rent Rent and any other payments due hereunder from Tenant charges have been paid in advancepaid; (c) that, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of certifying party's knowledge, the signer of such certificate the other party Requesting Party is not in default in performance of under any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor provision of this Lease, or, if in default, the nature thereof in detail; (d) that the Premises have been completed in accordance with the terms hereof and Tenant is in occupancy and paying Rent on a current basis with no rental offsets or claims of which Tenant has knowledge; (e) that there has been no prepayment of Rent other than that provided for in this Lease be guaranteedLease; (f) that there are no actions, whether voluntary or otherwise, pending against the certifying party under the Bankruptcy Code or the bankruptcy laws of any state; and (g) such other matters as may be reasonably required by the Requesting Party, Mortgagee, or Ground Lessor, including, without limitation, any other information concerning the status of this Lease or the parties, performance hereunder reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either the party to executewhom such estoppel certificate is to be addressed. Tenant's failure to complete, acknowledge execute and deliver to any such estoppel certificate within the other a statement in accordance with the provisions of this Section within said ten aforesaid twenty (1020) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing deemed to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision be a Default under Section 18 of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease.

Appears in 1 contract

Samples: Office Lease (Excal Enterprises Inc)

Estoppel Certificate. Landlord and Tenant agree that each willAt any time, at any time and from time to time, within up to twice in one calendar year (other than in the instance of a proposed sale of the Property), Lessee shall, promptly and in no event later than ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Sectionafter a request from Lessor or any Lender or mortgagee of Lessor, execute, acknowledge and deliver to Lessor or such Lender or mortgagee, as the party who gave such notice, or its designatecase may be, a statement certificate in writing certifying the form supplied by Lessor, certifying: (a) that Lessee has accepted the Properties; (b) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (c) the commencement and expiration dates of the Lease Term; (d) the date to which the annual rent and any other payments due hereunder from Tenant Rentals have been paid in advance, if any, under this Lease and stating the amount thereof then payable; (e) whether or not there are defenses or offsets claimed then any existing defaults by Lessor in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in its obligations under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseand, if there are any such defaults, specifying the nature and extent thereof; (f) that no notice has been received by Lessee of any default under this Lease be guaranteedwhich has not been cured, except as to defaults specified in the certificate; (g) as may be the capacity of the Person executing such certificate, and that such Person is duly authorized to execute the same on behalf of Lessee; (h) that neither Lessor nor any Lender or mortgagee has actual involvement in the management or control of decision making related to the operational aspects or the day-to-day operation of the Properties, including any handling or disposal of Hazardous Materials or Regulated Substances; and (i) any other information reasonably requested by Lessor or any Mortgagee Lender or prospective mortgagee mortgagee, as the case may be. If Lessee shall fail or purchaser. The failure of either party refuse to execute, acknowledge and deliver to the other sign a statement certificate in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgmentdays following a request by Lessor, by Lessee irrevocably constitutes and appoints Lessor as its attorney-in-fact to execute and deliver the party given certificate to any such noticethird party, which may be relied on by any person holding or proposing to acquire it being stipulated that such power of attorney is coupled with an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease and is unmodified irrevocable and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samebinding.

Appears in 1 contract

Samples: Master Lease Agreement (LIVE VENTURES Inc)

Estoppel Certificate. Landlord and Tenant agree that each will, at At any time and from time to time, within ten time upon not less than fifteen (1015) days following written days' prior notice by the other party hereto specifying that it is given pursuant Landlord or any Superior Lessor or any Superior Mortgagee to this SectionTenant, Tenant shall, without charge, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing in recordable form prepared by Landlord addressed to such party as Landlord may designate or in form reasonably satisfactory to Landlord certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) whether the Tenant has commenced and Fixed Rent and Additional Rent have become payable hereunder and, if so, the date dates to which the annual rent and any other payments due hereunder from Tenant they have been paid in advancepaid, if any, and stating (c) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not not, to the best of knowledge of the signer of such certificate the other party certificate, Landlord is in default in performance of any covenant agreement or condition contained in of the terms of this LeaseLease and, and if so, Specifying specifying each such default of which the maker signer may have knowledge and knowledge, (d) whether Tenant has accepted possession of the Premises, (e) whether Tenant has made any uncollected claim against Landlord under this Lease and, if requestedso, such financial information concerning Tenant and Tenant’s business operations (the nature thereof and the Guarantor dollar amount, if any, of such claim, (f) whether there exist any offsets or defenses against enforcement of any of the terms of this LeaseLease upon the part of Tenant to be performed and, if this so, specifying the same and (g) such further information with respect to the Lease be guaranteed) or the Premises as Landlord may reasonably request or any Superior Mortgagee or any Superior Lessor may require, it being intended that any such statement delivered pursuant hereto may be reasonably requested relied upon by any Mortgagee prospective purchaser of the Real Property or any part thereof or of the interest of Landlord in any part thereof, by any mortgagee or prospective mortgagee thereof, by any lessor or purchaser. prospective lessor thereof, by any lessee or prospective lessee thereof, or by any prospective assignee of any mortgage or lease thereof The failure of either party Tenant to execute, acknowledge and deliver to the other Landlord a statement in accordance with the provisions of this Section within said ten fifteen (1015) business day period shall constitute an acknowledgment, acknowledgment by the party given such noticeTenant, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person who would be entitled as aforesaid to rely upon any such statementsstatement, waiver of any defaults which may exist prior to the date of that such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver statement as submitted by Landlord of any is true and correct. Notwithstanding such acknowledgment, Tenant shall, at Landlord's option, be in default in payment of rent or other charges existing as of the date of hereunder for its failure to execute such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samestatement.

Appears in 1 contract

Samples: Lease (Onesource Information Services Inc)

Estoppel Certificate. Landlord and Tenant agree that each will, at 19.1 At any time and from time to time, Tenant shall, within ten fifteen (1015) days following after written notice request by the other party hereto specifying that it is given pursuant to this SectionXxxxxxxx, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying certificate certifying: (a) that this Lease is unmodified and in full force and effect (or or, if there have been modifications, that the same this Lease is in full force and effect as modified, and stating the modificationsdate and nature of each modification), ; (b) the Commencement Date and the date to which Expiration Date determined in accordance with Article 2 hereof and the annual rent and any other payments due hereunder from Tenant have been paid in advancedate, if any, to which all rent and stating whether or other sums payable hereunder have been paid; (c) that no notice has been received by Tenant of any default by Tenant hereunder which has not there are defenses or offsets claimed by the maker of the certificate and whether or been cured, except as to defaults specified in such certificate; (d) that Landlord is not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in under this Lease, except as to defaults specified in such certificate; and if so, Specifying each (e) such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) other matters as may be reasonably requested by Landlord or any Mortgagee actual or prospective mortgagee purchaser or purchasermortgage lender. The Tenant shall indemnify, defend, protect and hold Landlord from and against any and all loss, cost, damage or liability of any kind incurred by Landlord as a result of Tenant's failure of either party to execute, acknowledge and deliver to the other a statement in accordance timely comply with the provisions of this Section 19.1, if such failure to timely comply is within said ten (10) business day period shall constitute an acknowledgment, by the party given reasonable control of Tenant Any such notice, which certificate may be relied on upon by Landlord and any person holding actual or proposing to acquire an interest in prospective purchaser or mortgage lender of the Building or any party thereof or part thereof. At any time and from time to time, Tenant shall, within fifteen (15) days after written request by Xxxxxxxx, deliver to Landlord copies of all current financial statements (including, without limitation, a balance sheet, an income statement, and an accumulated retained earnings statement), annual reports, and other financial and operating information and data of Tenant prepared by Tenant in the Premises or this Lease from or through course of Tenant's business. Unless available to the other partypublic, that this Lease is unmodified and in full force and effect and that Landlord shall disclose such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such financial statements, waiver of any defaults which may exist prior annual reports and other information or data only to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent actual or other charges existing as prospective purchasers or mortgage lenders of the date of such notice and, unless expressly consented to in writing by LandlordBuilding or any part thereof, and Tenant shall still remain liable for the sameotherwise keep them confidential unless other disclosure is required by law.

Appears in 1 contract

Samples: Office Lease (Aptimus Inc)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time agrees periodically to timefurnish, within ten twenty (1020) days following written notice after so requested by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such noticeLandlord, or its designateany ground lessor or the holder of any deed of trust, mortgage or security agreement covering the Building, the Land or any interest of Landlord therein, a statement in writing certifying certificate signed by Tenant certifying: (i) that this Lease is unmodified and in full force and effect and unmodified (or or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), ; (ii) as to the Commencement Date and the Rent Commencement Date and the date to through which the annual rent Base Rental and any other payments due hereunder from Tenant Forecast Additional Rental have been paid; (iii) whether Tenant accepted possession of the Leased Premises and if any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; (iv) that, except as stated in the certificate, whether Rent payable under this Lease has been paid more than thirty (30) days in advanceadvance of its due date; (v) 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); (vi) that, if anyexcept as stated in the certificate, and stating Tenant as of the date of such certificate, has no charge, lien or claim of offset under this Lease or otherwise against rentals or other charges due or to become due hereunder; (vii) that, except as stated in the certificate, whether or not Landlord is then in default under this Lease; (viii) as to the amount of Net Rentable Area then occupied by Tenant; (ix) that there are defenses no renewal or offsets claimed by extension options, purchase options, rights of first refusal or the maker like in favor of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained Tenant except as set forth in this Lease, ; and if so, Specifying each (x) as to such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) other matters as may be reasonably requested by Landlord or ground lessor or the holder of any Mortgagee such deed of trust, mortgage or prospective mortgagee or purchasersecurity agreement. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given Any such notice, which certificate may be relied on upon by any person holding ground lessor, prospective purchaser, secured party, mortgagee or proposing to acquire an interest in any beneficiary under any mortgage, deed of trust on the Building or the Land, or any party thereof part thereof, or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date interest of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sametherein.

Appears in 1 contract

Samples: Office Lease Agreement (PROS Holdings, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each willthat, at any time and from time to time, within ten on or before five (105) days following after written notice request by the other party hereto specifying that it is given pursuant party, to this Section, execute, acknowledge and deliver to the requesting party who gave such notice, and the requesting party's lender or its designate, a statement in writing purchaser an estoppel certificate certifying (to the extent it believes the same to be true) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications), and that there have been no defaults thereunder by Landlord or Tenant (or if there have been defaults, setting forth the nature thereof), the date to which the annual rent and any other payments due hereunder from Tenant charges have been paid in advancepaid, if any, that Tenant claims no present charge, lien, claim or offset against rent, the rent is not prepaid for more than one month in advance and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) matters as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, required by the party given requesting party, its lender or mortgagee, or any potential purchaser of the Building or Tenant's leasehold estate, it being intended that any such notice, which statement delivered pursuant to this Paragraph may be relied on upon by any person holding prospective purchaser of all or proposing any portion of Landlord's interest herein, or a holder of any mortgage or deed of trust encumbering any portion of the Building Complex or the leasehold estate of Tenant. Landlord's or Tenant's failure or refusal to acquire deliver such statement within such time shall be a default under this Lease. Notwithstanding the foregoing, in the event that Tenant does not execute the statement required by this Paragraph within 10 business days of written request, then, so long as such failure or delay is not due to Tenant's refusal to include additional matters that are not reasonable, or the requesting party's refusal to permit disclosure by Tenant of exceptions to such statement, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the Building purpose of executing such statement or statements required by this Paragraph. Such power of attorney shall not grant Landlord the right to execute a statement that includes any party thereof matters that are not expressly covered in this Paragraph or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and does not include any exceptions that such rents may have been duly and fully paid to an including the respective due dates immediately preceding the date raised by Tenant or of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameis aware.

Appears in 1 contract

Samples: Letter Agreement

Estoppel Certificate. Landlord and Tenant agree that each will, Either party shall at any time and from time to time, within time upon not less than ten (10) days following written business days’ prior notice by to the other party hereto specifying that it is given pursuant to this Section(the “Requesting Party”), execute, acknowledge and deliver to the party who gave such notice, or its designate, Requesting Party a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent Yearly Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default and such other facts as the Requesting Party may reasonably request and which are customarily included in estoppels certificates, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (Building or of the Building and the Guarantor land or of this Leaseany interest of Landlord therein, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee mortgagee or prospective mortgagee thereof, any lessor or purchaserprospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. The failure Time is of either party the essence in respect of any such requested certificate, both parties hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sale and the like. If Txxxxx fails to execute, acknowledge so execute and deliver to the other a statement in accordance with the provisions of this Section such estoppel certificate within said such ten (10) business day period period, then Landlord shall constitute an acknowledgmentbe entitled to send Tenant a second notice requesting such execution and delivery of such estoppel certificate (“Second Notice”), by and if Tenant fails to execute and deliver such estoppel certificate within three (3) days after the party given such noticeSecond Notice, which may be relied on by any person holding or proposing then Tenant shall pay to acquire an interest Landlord a fee in the Building or any party thereof or amount of Five Hundred and 00/100 Dollars ($500.00) per day for each day beyond the Premises or this Lease from or through third (3rd) day after the Second Notice that Txxxxx fails to execute and deliver such estoppel certificate. Such fee shall be in addition to Lxxxxxxx's other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameremedies hereunder.

Appears in 1 contract

Samples: Confidentiality Agreement (Hubspot Inc)

Estoppel Certificate. Landlord and Tenant agree that each will, shall at any time and from time to time, within ten time upon not less than fifteen (1015) days following written days' prior notice by the other party hereto specifying that it is given pursuant from Landlord or from a Mortgagee to this SectionTenant, execute, acknowledge and deliver to the party who gave making such noticerequest a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), the dates to which Rent has been paid in advance, if any, and stating whether or not to the best knowledge of the signer of such certificate 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 of which the signer may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of any interest in the Building, the Property or any portion thereof, any Mortgagee or prospective Mortgagee, any tenant or prospective tenant thereof, any prospective assignee of any Mortgage, or its designateany other party designated by Landlord. The form of any such requested written statement shall be reasonable but shall be satisfactory to the requesting party. Landlord shall at any time and from time to time upon not less than fifteen (15) days' prior notice from Tenant, execute, acknowledge and deliver to Tenant or such other person or entity as Tenant may direct, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent and any other payments due hereunder from Tenant have Rent has been paid in advance, if anypaid, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of actual knowledge of the signer of such certificate the other party Tenant is then in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default of which the maker signer may have knowledge and if requestedknowledge, it being intended that any such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of statement delivered pursuant to this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which paragraph may be relied on upon by any person holding or proposing entity to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease which such certificate is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such noticeaddressed; provided, however that nothing contained however, that, in the provision of this Section no event shall constitute waiver any such statement given by Landlord be deemed to modify the Lease in anyway. Upon receipt of an invoice therefor, Tenant agrees to reimburse Landlord for all reasonable costs and expenses incurred by Landlord in providing any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samecertificate.

Appears in 1 contract

Samples: Lease Agreement (OvaScience, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each willagrees that, at any time and from time to timetime upon not less than fifteen (15) days’ prior request by Landlord, within ten (10) days following written notice by or any existing or prospective Mortgagee or Ground Lessor, Tenant will, and Tenant will cause any subtenant, licensee, concessionaire or other occupant of the other party hereto specifying that it is given pursuant Leased Premises claiming by, through or under Tenant, to this Sectioncomplete, execute, acknowledge execute and deliver to the party who gave such notice, Landlord or its designateLandlord’s designee or to any existing or prospective mortgagee or ground lessor, a statement in writing written estoppel certificate certifying (i) that this Lease is unmodified and is in full force and effect (or if there have been modifications, that the same this Lease, as modified, is in full force and effect and stating setting forth the modifications); (ii) the amounts of the monthly installments of Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental Adjustment and other sums then required to be paid under this Lease by Tenant; (iii) the date to which the annual rent Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental Adjustment and any other payments due hereunder from sums required to be paid under this Lease by Tenant have been paid paid; (iv) that Landlord is not in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker default under any of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor provisions of this Lease, or if in default, the nature thereof in detail and what is required to cure same; and (v) such other information concerning the status of this Lease be guaranteed) as may be or the parties’ performance hereunder reasonably requested by any Mortgagee Landlord or prospective mortgagee or purchaser. The failure of either the party to execute, acknowledge whom such estoppel certificate is to be addressed. If Tenant fails to execute such estoppel certificate within the time permitted then Landlord shall give written notice thereof to Tenant and deliver if Tenant fails to execute the other a statement in accordance with the provisions of this Section same or furnish specific written objections to such certificate within said ten five (105) business day period shall constitute an acknowledgment, by the party given days after such notice, which may then the facts contained therein shall be relied on by any person holding or proposing conclusively presumed to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samebe correct.

Appears in 1 contract

Samples: Sublease Agreement (Cumberland Pharmaceuticals Inc)

Estoppel Certificate. Landlord and Tenant agree that each willagrees, at any time time, and from time to time, within upon not less than ten (10) days following written days’ prior notice by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge execute and deliver to the party who gave such notice, or its designateLandlord, a statement in writing addressed to Landlord or other party designated by Landlord 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), stating the actual commencement and expiration dates of the date Lease, stating the dates to which the annual rent and any other payments due hereunder from Tenant have been paid in advancecharges, if any, have been paid, that the Premises have been completed on or before the date of such certificate and that all conditions precedent to the Lease taking effect have been carried out, that Tenant has accepted possession, that the Lease Term has commenced, stating whether or not to Tenant’s actual knowledge, there are defenses or offsets claimed exists any default by either party in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this Lease, and if so, Specifying specifying each such default of which the maker signer may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseclaims or offsets, if this Lease be guaranteed) as any, claimed by Tenant, and such other matters reasonably required by Landlord or any prospective purchaser, mortgagee or beneficiary of the Building; it being intended that any such statement delivered pursuant hereto may be reasonably requested relied upon by Landlord or a purchaser of Landlord’s interest and by any Mortgagee mortgagee or beneficiary or prospective mortgagee or purchaserbeneficiary of any mortgage or deed of trust affecting the Premises or the Building. The failure of either party If Tenant does not deliver such statement to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section Landlord within said such ten (10) business day period shall constitute an acknowledgmentperiod, by Landlord, and any prospective purchaser or encumbrancer, may conclusively presume and rely upon the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in following facts: (i) that the Building or any party thereof or the Premises or terms and provisions of this Lease from or through the other party, have not been changed except as otherwise represented by Landlord; (ii) that this Lease is unmodified and in full force and effect and has not been canceled or terminated except as otherwise represented by Landlord; (iii) that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent not more than one month’s Base Rent or other charges existing as of have been paid in advance; and (iv) that Landlord is not in default under the date Lease. In such event, Tenant shall be estopped from denying the truth of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samefacts.

Appears in 1 contract

Samples: Office Lease Agreement (Twinlab Consolidated Holdings, Inc.)

Estoppel Certificate. Landlord and The Tenant agree that each willshall, without charge, at any time and from time to time, within ten (10) days following written notice by after receipt of request therefor from the other party hereto specifying that it is given pursuant to this Sectionlandlord, execute, acknowledge and deliver to the Landlord, and to such Mortgagee or other party who gave such noticeas may be designated by the Landlord, a written estoppel certificate in form and substance as may be requested from time to time by the Landlord, the other party or any Mortgagee, certifying to the other party, any Mortgagee, any purchaser of Landlord's interest in all or any part of the Property, or its designateany other person or entity designated by the other party, a statement as of the date of such estoppel certificate, the following: (a) whether the Tenant is in writing certifying that possession of the Property; (b) whether this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating effect; (c) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not any amendments to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each specifying such default amendments; (d) whether there are any then-existing setoffs or defenses against the enforcement of which the maker may have knowledge any rights hereunder, and if requestedso, specifying such financial information concerning Tenant and Tenant’s business operations matters in detail; (e) the dates, if any, to which any rent or other sums due hereunder have been paid in advance and the Guarantor amount of any security deposit held by the Landlord; (f) that the Tenant has no knowledge of any then-existing defaults of the Landlord under this Lease, or if there are such defaults, specifying them in detail; (g) that the Tenant has no knowledge of any event having occurred that authorized the termination of this Lease by the Tenant, or if such event has occurred, specifying it in detail; (h) the address to which notices to the Tenant should be guaranteedsent; and (i) as may be any and all other matters reasonably requested by the Landlord, any Mortgagee and/or any other person or prospective mortgagee entity designed by the Landlord. Any such estoppel certificate may be relied upon by the person or purchaserentity to whom it is directed or by any other person or entity who could reasonably be expected to rely on it in the normal course of business. The failure of either party the Tenant to execute, acknowledge and deliver to the other such a statement certificate in accordance with this section within fifteen (15) days after a request therefor by the provisions of this Section within said ten (10) business day period Landlord shall constitute an acknowledgment, acknowledgment by the party given such noticeTenant, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entity who would be entitled as aforesaid to rely upon any such statementscertificate, waiver of any defaults which may exist prior that such certificate as submitted by the requesting party to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlordparty is true and correct, and Tenant shall still remain liable for the samerequesting party is hereby authorized to so certify.

Appears in 1 contract

Samples: Lease (Imtek Office Solutions Inc)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time agrees periodically to time, furnish within ten (10) days following written notice after so requested by Landlord, ground lessor or the other party hereto specifying that it is given pursuant to this Sectionholder of any deed of trust, executemortgage or security agreement covering the Building, acknowledge and deliver to the party who gave such noticeLand, or its designateany interest of Landlord therein, a statement in writing certificate signed by a Tenant certifying (a) that this Lease is unmodified and in full force and effect and unmodified (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) as to the Commencement Date and the date to through which the annual rent Base Rental and any other payments due hereunder from Tenant estimated Operating Expense Rental have been paid in advancepaid, if any, (c) that Tenant has accepted possession of the Premises and stating whether or not there are defenses or offsets claimed that any improvements required by the maker terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant, (d) that except as stated in the certificate and whether or not no rent has been paid more than thirty (30) days in advance of its due date, (e) that the address for notices to the best of knowledge of the signer of such certificate the other party be sent to Tenant is in default in performance of any covenant agreement or condition contained as set forth in this Lease, Lease (or has been changed by notice duly given and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) is as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest set forth in the Building or any party thereof or the Premises or this Lease from or through the other partycertificate), (f) that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, except as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained stated in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing certificate, Tenant, as of the date of such notice andcertificate, unless expressly consented has no charge, lien, or claim of offset against rent due or to become due, (g) that except as stated in writing the certificate, Landlord is not then in default under this Lease, (h) as to the amount of Rentable Area then occupied by LandlordTenant, (i) that there are no renewal or extension options, purchase options, rights of first refusal or the like in favor of Tenant except as set forth in this Lease, (j) the amount and Tenant shall still remain liable for nature of accounts payable to Landlord under terms of this Lease and (k) as to such other matters as may be requested by Landlord or ground lessor or the sameholder of any such deed of trust, mortgage or security agreement. Any such certificate may be relied upon by any ground lessor, prospective purchaser, secured party, mortgagee or any beneficiary under any mortgage, deed of trust on the Building or the Land or any part thereof or interest of Landlord therein.

Appears in 1 contract

Samples: Lease Agreement (Cavion Technologies Inc)

Estoppel Certificate. Landlord and The Tenant agree agrees that each will, at any time and from time to timetime at reasonable intervals, within ten (10) days following after written notice request by the other party hereto specifying that it is given pursuant to this SectionLandlord, Tenant shall execute, acknowledge and deliver to the party who gave Landlord and/or to such noticeassignee, mortgagee, or its designateother similar secured party as may be designated by the Landlord, a statement in writing certifying certificate stating (i) that this by such certificate the Lease is ratified; (ii) the day on which the Tenant has entered into occupancy of the Premises; (iii) the amount of the monthly portion of the Rent; (iv) that the Lease is unmodified and in full force and or effect (or if there have been modifications, that the same Lease is in full force and effect as modified, identifying the modification agreements, or if the Lease is not in full force and stating effect, the modificationscertificate shall so state); (v) that the Lease as modified represents the entire agreement between the parties as to the leasing (or, and if such is not the case, the certificate shall so state); (vi) the date to on which the annual rent and any other payments due hereunder from Tenant Lease expires; (vii) that all conditions under the Lease to be performed by the Landlord have been paid in advancesatisfied and, if anythat as of the date of such certificate, and stating whether or not there are not existing defenses or offsets claimed which the Tenant has against the enforcement of the Lease by the maker of Landlord (or if such conditions have not been satisfied, the certificate shall so state); (viii) the amount of any advance rent which has been deposited with the Landlord; (ix) the month and whether or not year through which the rent has been paid; and (x) such other matters related to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by the Landlord or any Mortgagee or prospective mortgagee or purchaserof its aforesaid designees. The failure of either party If the Tenant fails to execute, acknowledge and deliver to the other a provide statement in accordance with the provisions of this Section within said ten (10) business days after Landlord's written request therefor, Tenant hereby agrees to pay Landlord as liquidated damages to reimburse Landlord for expense incurred by Landlord in satisfying its needs for the estoppel certificate, in an amount equal to One Hundred Fifty Dollars ($150.00) per day for each day following the ten (10) day period until such time as the Tenant executes the estoppel certificate or a certificate accurately stating the circumstances subject to the Landlord's inquiry. This liquidated damage payment, shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date Additional Rent obligation of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameTenant.

Appears in 1 contract

Samples: Purchase Agreement (United American Healthcare Corp)

Estoppel Certificate. Landlord and Tenant agree Each party agrees that each it will, at any time and from time to time, within ten (10) business days following written notice by the other requesting party hereto specifying that it is given pursuant to this Sectionsection, execute, acknowledge and deliver to the requesting party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent Base Rent, Ticket Surcharge and any other payments due hereunder from Tenant Lessee have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate certifying party and whether or not to the best of knowledge of certifying party, the signer of such certificate the other requesting party is in default in performance of any covenant any, covenant, agreement or condition contained in this Lease, and if so, Specifying specifying each such default of which the maker certifying party may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaserknowledge. The failure of either the certifying party to execute, acknowledge and deliver to the other requesting party a statement in accordance with the provisions of this Section within said ten (10) business day period period, shall constitute an acknowledgment, acknowledgment by the party given such noticecertifying party, which may be relied on by any person holding or proposing to acquire an interest in the Building Premises or any party thereof or the Premises or this Lease from or through the other partythereof, that this Lease is unmodified and in full force and effect and that such rents all Rent and dues have been duly and fully paid to an and including the respective due dates immediately preceding the date of such notice notice, and shall constitute, as to any person entitled as aforesaid to rely upon such statementsstatement, a waiver of any defaults which may exist prior to the date of such notice; provided, however . It is agreed that nothing contained in the provision provisions of this Section shall constitute waiver by Landlord requesting party of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlordrequesting party and, and Tenant certifying party shall still remain liable for the same. There will be a two hundred fifty dollar ($250.00) regulatory fee per Section 166.221, Florida Statutes for each request made of Lessor for each Estoppel Certificate Requested, payment in full shall be made at the time of the request. No certificate shall be issued without payment of the fee.

Appears in 1 contract

Samples: Lease Agreement

Estoppel Certificate. Landlord and Tenant agree that each willTenant, at any time and shall, from time to time, within ten (10) business days following written notice after request by the other party hereto specifying that it is given pursuant to this SectionXxxxxx, execute, acknowledge and deliver to the party who gave such notice, or its designate, Lender a statement in writing by Tenant certifying (a) that this the Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and (b) the date to which the annual amounts of fixed rent, additional rent, percentage rent and any or other payments due hereunder from Tenant have been paid in advancesums, if any, which are payable in respect of the Lease and stating the commencement date and expiration date of the Lease, (c) the dates to which the fixed rent, additional rent, percentage rent if any, and other sums which are payable in respect to the Lease have been paid, (d) whether or not there are defenses Tenant is entitled to credits or offsets claimed by against such rent, and, if so, the maker of reasons therefor and the certificate and whether or not amount thereof, (e) that, to the best of knowledge of the signer person certifying on behalf of Tenant, there are no uncured defaults in the performance of any of Tenant’s obligations under the Lease and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute such certificate a default, or specifying such defaults if any are claimed, (f) whether or not, to the other party knowledge of the person certifying on behalf of Tenant, Landlord is in default in the performance of any covenant agreement or condition contained in this of its obligations under the Lease, and and, if so, Specifying each such default of which specifying the maker may have knowledge and if requestedsame, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseg) whether or not, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance knowledge of such person, any event has occurred which with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date giving of such notice or passage of time, or both would constitute such a default, and, if so, specifying each such event, and shall constitute(h) whether or not, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date knowledge of such notice; providedperson, however that nothing contained in Tenant has any claims, defenses or counterclaims against Landlord under the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice Lease, and, unless expressly consented to in writing by Landlordif so, and Tenant shall still remain liable for specifying the same., it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by Xxxxxx and by others with whom Xxxxxx may be dealing, regardless of independent investigation. Tenant also shall include in any such statement such other information concerning the Lease as Lender may reasonably request. Building D Building D

Appears in 1 contract

Samples: Disturbance and Attornment Agreement (Myriad Genetics Inc)

Estoppel Certificate. Landlord and Tenant agree that each willagrees, at any time anytime, and from time to time, within upon not less than ten (10) days following written days’ prior notice by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designateLandlord, a statement in writing in a form acceptable to Landlord addressed to Landlord or such other party designated by Landlord certifying that this Lease is unmodified and in full force and effect without modification (or or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the actual commencement and expiration dates of the date lease, the dates to which the annual rent rent, and any other payments due hereunder from Tenant have been paid in advancecharges, if any, have been paid, that the Premises have been completed on or before the date of such certification, that all conditions precedent to the lease taking effect have been carried out, that Tenant has accepted possession, that the lease term has commenced, that Tenant is occupying the Premises and is open for business, and stating whether or not there are defenses or offsets claimed exists any default by either party in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this Lease, and and, if so, Specifying specifying each such default of which the maker signer may have knowledge and the claims or offsets, if requestedany, claimed by Tenant; it being intended that any such financial information concerning statement delivered pursuant hereto may be relied upon by Landlord or a purchaser of Landlord’s interest and by any mortgagee or prospective mortgagee of any mortgage affecting the Premises or the Shopping Center. If Tenant does not deliver such statement to Landlord within such ten (10) days period, Landlord and any prospective purchaser or encumbrancer may conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated except as otherwise represented by Landlord; (iii) that not more than one (1) month’s minimum rent or other charges have been paid in advance; and (iv) that Landlord is not in default under the Lease. In such event, Tenant shall be estopped from denying the truth of such facts. Tenant shall also, on ten (10) days’ written notice, provide an agreement in favor of and in the form customarily used by such encumbrance holder, by the terms of which Tenant will agree to give prompt written notice to any such encumbrance holder in the event of any casualty damage to the Premises or in the event of any default on the part of Landlord under this Lease, and will agree to allow such encumbrance holder a reasonable length of time after notice to cure or cause the curing of such default before exercising Tenant’s business operations (and the Guarantor right of self‑help under this Lease, if any, or terminating or declaring a default under this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease.

Appears in 1 contract

Samples: Lease Agreement

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s Xxxxxx's business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Leased Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.

Appears in 1 contract

Samples: Lease (Radiation Therapy Services Inc)

Estoppel Certificate. Landlord and 42. Tenant agree that each will, shall at any time and from time to time, within time upon not less than ten (10) days following written days' prior notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing setting forth the Commencement Date, the Expiration Date and the Fixed Rent and certifying that (i)that this Lease lease is unmodified and in full force and effect (or if there have has been modificationsany modification, that the same is in full force and effect as modified and stating the modificationsmodification), and (ii) the date dates to which the annual rent Fixed Rent and any other payments due hereunder from Tenant Additional Rent have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and (iii) whether or not to the best of knowledge of the signer of such certificate the other party Tenant, Landlord is in default in performance of any covenant agreement or condition contained in of its obligations under this Leaselease and, and if so, Specifying specifying each such default of which the maker Tenant may have knowledge knowledge, (iv) whether Tenant has accepted possession of the Premises, (v) whether Tenant has made any claim against Landlord under this lease and, if so, the nature thereof and the dollar amount, if requestedany, of such financial claim, (vi) whether there exist any offsets or defenses against enforcement of any of the terms of this lease upon the part of Tenant to be performed, and, if so, specifying the same, and (vii) such further information concerning with respect to this lease or the Premises as Landlord may reasonably request, it being intended that any such statement delivered pursuant hereto shall be binding upon Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on upon by Landlord and by any person holding or proposing to acquire an interest in prospective purchaser of the Real Property and/or the Building or any party part thereof or of the Premises interest of Landlord in any part thereof, by any mortgagee or this Lease from prospective mortgagee thereof, by any lessor or through the other partyprospective lessor thereof, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constituteby any lessee or prospective lessee thereof, as to or by any person entitled as aforesaid to rely upon such statements, waiver prospective assignee of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samemortgage thereof.

Appears in 1 contract

Samples: 2themart Com Inc

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to timeshall, within ten (10) days following after receipt of written notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing substantially in the form attached to this Lease as Exhibit H, or on any other form reasonably requested by a current or proposed Lender or encumbrancer or proposed purchaser, (a) certifying that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease as so modified is in full force and effect and stating the modifications), effect) and the date dates to which the annual rent rental and any other payments due hereunder from Tenant have been charges are paid in advance, if any, and stating whether or not (b) acknowledging that there are defenses not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or offsets claimed specifying such defaults if any are claimed, and (c) setting forth such further information with respect to this Lease or the Premises as may be requested thereon. Any such statement may be relied upon by the maker any prospective purchaser or encumbrancer of all or any portion of the certificate and whether or not Property. Tenant’s failure to deliver such statement within such the best of knowledge of the signer of prescribed time if such certificate the other party is in default in performance of any covenant agreement or condition contained in failure continues for more than five (5) days after Landlord gives Tenant written notice thereof shall, at Landlord’s option, constitute a Default (as defined below) under this Lease, and, in any event, the statements contained in the certificate prepared by Landlord and if sodelivered to Tenant for execution shall be binding upon Tenant. Landlord shall, Specifying each such default within ten (10) days after receipt of which written notice from Tenant delivered in connection with a bona fide merger or sale transaction of Tenant (including any assignment of the maker may have knowledge and if requestedLease in connection therewith) or financing transaction, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest writing substantially in the Building or any party thereof or the Premises or form attached to this Lease from or through the other partyas Exhibit I, (x) certifying that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including (or, if modified, stating the respective due dates immediately preceding the date nature of such notice modification and shall constitute, certifying that this Lease as so modified is in full force and effect) and the dates to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or rental and other charges existing as are paid in advance, if any, (y) acknowledging that there are not, to Landlord’s knowledge, any uncured defaults on the part of the date of Tenant hereunder, or specifying such notice and, unless expressly consented to in writing by Landlorddefaults if any are claimed, and Tenant shall still remain liable for (z) setting forth such further reasonable information with respect to this Lease or the samePremises as may be requested thereon.

Appears in 1 contract

Samples: Lease (Epizyme, Inc.)

Estoppel Certificate. Landlord and Within 10 days after written request from Landlord, Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge shall execute and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying certificate (“Estoppel Certificate”) stating (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same is in full force and effect as modified, and stating all modifications, (ii) the modifications)then‑current Basic Monthly Rent, and (iii) the date dates to which the annual rent and any other payments due hereunder from Tenant have Basic Monthly Rent has been paid in advance, (iv) the amount of any security deposit or letter of credit, if anyapplicable, and stating prepaid rent or other payment constituting Rent which has been paid, (v) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not Tenant or, to the best of knowledge of the signer of such certificate the other party Tenant, Landlord is in default under this Lease and whether, to the knowledge of Tenant, there currently exist any defenses or rights of offset under the Lease in performance favor of Tenant, (vi) that any covenant agreement work required to be performed by Landlord under this Lease is complete (or condition contained in this Leasestating any exceptions), (vii) that any tenant improvement allowance has been paid (or stating any exceptions), and if so(viii) such other matters as Landlord may reasonably request. Landlord will similarly, Specifying each such default in connection with any lending or Transfer transaction, upon 10-days written request from Tenant, execute an estoppel certificate in favor of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations Xxxxxx's proposed lender or Transferee confirming (and the Guarantor of this Lease, if this Lease be guaranteedi) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect, or in full force and effect as modified, and that such rents have stating all modifications, (ii) the then‑current Basic Monthly Rent, (iii) the dates to which Basic Monthly Rent has been duly paid in advance, (iv) the amount of any security deposit or letter of credit, if applicable, prepaid rent, or other payment constituting Rent which has been paid, and fully paid (v) whether or not to an including the respective due dates immediately preceding best of Landlord's knowledge Tenant is in default under this Lease. The requirement for Tenant to execute and deliver to Landlord, the date of such notice and shall constituteEstoppel Certificate, as to required above, shall not be delayed, conditioned, or withheld for any person entitled as aforesaid to rely upon such statements, waiver reason; this requirement shall be an independent covenant of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of Tenant under this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease.

Appears in 1 contract

Samples: Office Lease Agreement (IDEAYA Biosciences, Inc.)

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Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within Within ten (10) business days following written notice after request by Landlord or any prospective Mortgagee or purchaser of the other party hereto specifying that it is given pursuant Building, Tenant agrees to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing execute an Estoppel Certificate certifying (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, a description of such modifications and that the same this Lease as modified is in full force and effect and stating effect); (ii) the modifications), and the date dates to which Rent has been paid; (iii) that Tenant is in the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker possession of the certificate and whether or Premises if that is the case; (iv) that Landlord is not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseor, if Tenant believes Landlord is in default, the nature thereof in detail; (v) that Tenant has no offsets or defenses to the performance of its obligations under this Lease be guaranteed(or if Tenant believes there are any offsets or defenses, a full and complete explanation thereof); (vi) as may be reasonably requested by that the Premises have been completed and Tenant has accepted the Premises and all improvements thereto and has no claims against Landlord with respect thereto; (vii) that Tenant will give to any Mortgagee copies of all notices required or prospective mortgagee or purchaserpermitted to be given by Tenant to Landlord; and (viii) to any other information reasonably requested. The failure of either party If Tenant fails to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section an Estoppel Certificate within said such ten (10) business day period period, Landlord shall constitute an acknowledgmentprovide Tenant with a second written request for the execution of the Estoppel Certificate (a “Second Request”) that contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR EXECUTION OF AN ESTOPPEL CERTIFICATE PURSUANT TO THE PROVISIONS OF ARTICLE 17 OF THE LEASE. IF TENANT FAILS TO RESPOND WITHIN TWO (2) BUSINESS DAYS AFTER THIS REQUEST BY LANDLORD, by the party given THEN TENANT SHALL (I) BE DEEMED IN DEFAULT OF THIS LEASE BEYOND ANY APPLICABLE NOTICE AND CURE PERIOD AND (II) CHARGED THE SUM OF $250 FOR EACH DAY BY THAT TENANT FAILS TO EXECUTE AND DELIVER THE ESTOPPEL CERTIFICATE DESCRIBED HEREIN.” If Tenant fails to respond to such noticeSecond Request within two (2) business days after such Second Request, which may Tenant shall (i) be relied on by any person holding or proposing deemed to acquire an interest be in the Building or any party thereof or the Premises or Default of this Lease from beyond any applicable cure or through the other party, that this Lease is unmodified grace period provided for herein and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute(ii) be charged, as Additional Rent, the sum of $250 for each day that Tenant fails to any person entitled as aforesaid to rely upon execute and deliver such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameEstoppel Certificate.

Appears in 1 contract

Samples: Commencement Date Agreement (Zendesk, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge shall execute and deliver to the other party, within twenty (20) days after receipt of a request, an estoppel certificate or other statement to be furnished to any prospective purchaser of, assignee of, or lender against the Lease or the Premises ("ESTOPPEL CERTIFICATE"), substantially in accordance with the provisions form of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such noticeExhibit "D," attached hereto and incorporated hereby, which Estoppel Certificate also shall include such commercially reasonable modifications and additional provisions as are customarily requested by purchasers, assignees or lenders, including, without limitation, any or all of the following matters, to the extent each may be relied true: that the Lease is in effect and not subject to any rental offsets, claims, or defenses to its enforcement; the commencement and expiration dates of the term; that Tenant is paying rent on a current basis; that any improvements required to be furnished under the Lease have been completed in all respects; that the Lease constitutes the entire agreement between Tenant and Landlord relating to the Premises; that Tenant has accepted the Premises and is in possession thereof; that the Lease has not been modified, altered, or amended except in specified respects by specified instruments; that the certifying party has no notice of any person holding prior assignment, hypothecation, or proposing pledge of rents or the Lease; and such other matters as reasonably may be requested. Tenant shall also, upon request of Landlord, certify and agree for the benefit of any lender against the Premises or the building ("Lender") that Tenant will not look to acquire an such Lender: as being liable for any act or omission of Landlord; as being obligated to cure any defaults of Landlord under the Lease which occurred prior to the time Lender, its successors or assigns, acquired Landlord's interest in the Building Premises by foreclosure or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constituteotherwise, as to being bound by any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing Additional Rent by Tenant to Landlord for more than one (1) month in advance; or as being bound by Landlord to any amendment or modification of the date Lease without Lender's written consent. Failure to deliver the documents required under this Section 19 in the time period required shall constitute an Event of such Default without the need for any notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameor cure period.

Appears in 1 contract

Samples: Land and Building Lease Agreement (Intricon Corp)

Estoppel Certificate. Landlord and Tenant agree that each willAt any time, at any time and from time to time, within Lessee shall, promptly and in no event later than ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this SectionBusiness Days after a request from Lessor or any Lender or mortgagee 4830-1362-4631.5 STORE/Synalloy Master Lease Agreement 6 Properties in OH, SC, TN and TX File No. 7210/02-475 of Lessor, execute, acknowledge and deliver to Lessor or such Lender or mortgagee, as the party who gave such notice, or its designatecase may be, a statement certificate in writing certifying the form supplied by Lessor, certifying: (a) that Lessee has accepted the Properties; (b) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (c) the commencement and expiration dates of the Lease Term; (d) the date to which the annual rent and any other payments due hereunder from Tenant Rentals have been paid in advance, if any, under this Lease and stating the amount thereof then payable; (e) whether or not there are defenses or offsets claimed then any existing defaults by Lessor in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in its obligations under this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Leaseand, if there are any such defaults, specifying the nature and extent thereof; (f) that no notice has been received by Lessee of any default under this Lease be guaranteedwhich has not been cured, except as to defaults specified in the certificate; (g) as may be the capacity of the Person executing such certificate, and that such Person is duly authorized to execute the same on behalf of Lessee; (h) that neither Lessor nor any Lender or mortgagee has actual involvement in the management or control of decision making related to the operational aspects or the day‑to‑day operation of the Properties, including any handling or disposal of Hazardous Materials or Regulated Substances; and (i) any other information reasonably requested by Lessor or any Mortgagee Lender or prospective mortgagee mortgagee, as the case may be. If Lessee shall fail or purchaser. The failure of either party refuse to execute, acknowledge and deliver to the other sign a statement certificate in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgmentdays following a request by Lessor, by Lessee irrevocably constitutes and appoints Lessor as its attorney‑in‑fact to execute and deliver the party given certificate to any such noticethird party, which may be relied on by any person holding or proposing to acquire it being stipulated that such power of attorney is coupled with an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease and is unmodified irrevocable and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samebinding.

Appears in 1 contract

Samples: Master Lease Agreement (Synalloy Corp)

Estoppel Certificate. Landlord and Tenant agree that each will, shall at any time and from time to time, within ten time upon not less than fifteen (1015) days following written days’ prior notice by the other party hereto specifying that it is given pursuant from Landlord or from a Mortgagee to this SectionTenant, execute, acknowledge and deliver to the party who gave making such noticerequest a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), the dates to which Rent has been paid in advance, if any, and stating whether or not to the best knowledge of the signer of such certificate 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 of which the signer may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of any interest in the Building, the Property or any portion thereof, any Mortgagee or prospective Mortgagee, any tenant or prospective tenant thereof, any prospective assignee of any Mortgage, or its designateany other party designated by Landlord. The form of any such requested written statement shall be reasonable and in any event satisfactory to the requesting party. Landlord shall at any time and from time to time upon not less than fifteen (15) days’ prior notice from Tenant, execute, acknowledge and deliver to Tenant or such other person or entity as Tenant may direct, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the date dates to which the annual rent and any other payments due hereunder from Tenant have Rent has been paid in advance, if anypaid, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of actual knowledge of the signer of such certificate the other party Tenant is then in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this LeaseLease and, and if so, Specifying specifying each such default of which the maker signer may have knowledge and if requestedknowledge, it being intended that any such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of statement delivered pursuant to this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which paragraph may be relied on upon by any person holding or proposing entity to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease which such certificate is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such noticeaddressed; provided, however that nothing contained however, that, in the provision of this Section no event shall constitute waiver any such statement given by Landlord be deemed to modify this Lease in anyway. Upon receipt of an invoice therefor, Tenant agrees to reimburse Landlord for all reasonable costs and expenses incurred by Landlord in providing any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samecertificate.

Appears in 1 contract

Samples: Lease Agreement (D8 Holdings Corp.)

Estoppel Certificate. Landlord 20. At such time as Lessor or any mortgagee or proposed mortgagee of the Premises may in writing request, subject to the rights of quiet enjoyment, Lessee agrees that this Lease shall be and Tenant agree is hereby made subject and subordinate to the lien of any mortgage (which terms shall include any and all security instruments) of the Premises made by Lessor. Lessee agrees, upon demand and without cost, to execute any instrument as may be requested to additionally evidence such subordination, it being agreed by Lessee that each willno additional instrument or evidence is necessary for this subordination to be effective. Lessee shall not be required to execute a subordination agreement which makes material changes to the Lease or imposes additional obligations, at other than an obligation to provide notices to such mortgage, on Lessee. Not later than two (2) days after the execution of this lease and again whenever a new mortgage or ground encumbers the Premises, Lessor shall procure and deliver to Lessee an agreement by any time current or future mortgagee or ground lessor of the Premises that, notwithstanding any breach or default by Lessor, or such mortgagee or ground lessor becomes the owner or the beneficiary of the owner of the Premises. Lessee’s possession of the Premises and its rights under this lease shall not be disturbed or terminated so long as Lessee is not in breach or default of this lease. Lessee agrees that from time to timetime upon not less than ten days’ prior request by Lessor, within ten or the holder of any mortgage or any ground lease, Lessee (10or any permitted assignee, sublessee, licensee, concessionaire or other occupant of the Premises claiming by, through or under Lessee) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and will deliver to Lessor or the party who gave such notice, holder of any mortgage or its designateground lease, a statement in writing certifying signed by Lessee certifying: (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same this Lease, as modified, is in full force and effect and stating identifying the modifications), ; (b) the date upon which Lessee began paying rent and the date dates to which the annual rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or paid; (c) that Lessor is not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of under any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor provision of this Lease, or, if this Lease be guaranteedin default, the nature thereof in detail; (d) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to that the other a statement Premises have been completed in accordance with the provisions terms hereof and Lessee is in occupancy and paying rent on a current basis with no rental offsets or claims; (e) that there has been no prepayment of rent other than that provided in this Section within said ten Lease; (10f) business day period shall constitute an acknowledgmentthat there are no actions, by whether voluntary or otherwise, pending against Lessee under the party given bankruptcy laws of the United States or any state thereof; and (g) such notice, which other matters as may be relied on required by any person holding or proposing to acquire an interest in Lessor, the Building holder of the mortgage or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameground lessor.

Appears in 1 contract

Samples: Rubicon Technology, Inc.

Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge, at any time and from time to time, within ten five (105) business days following written notice after request therefor by Landlord, Mortgagee, any purchaser of the Land or the Building or any other party hereto specifying that it is given pursuant to this Sectioninterested person, execute, acknowledge and deliver to such requesting party a written estoppel certificate certifying, as of the party who gave date of such noticeestoppel certificate, or its designate, a statement in writing certifying the following: (i) that this Lease is unmodified and in full force and effect as modified and setting forth such modifications); (or if there ii) that the Term has commenced (and setting forth the Commencement date and Expiration Date); (iii) that Tenant is presently occupying the Premises; (iv) the amounts of Base Rent and Additional Rent currently due and payable by Tenant; (v) that any Alterations required by the Lease to have been modificationsmade by Landlord have been made to the satisfaction of Tenant; (vi) that there are no existing set-offs, that charges, liens, claims or defenses against the enforcement of any right hereunder, including, without limitation, Basic Rent or Additional Rent (or, if alleged, specifying the same is in full force and effect and stating detail); (vii) that no Basic Rent (except the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have first installment thereof) has been paid more than thirty (30) days in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker advance of the certificate and whether or not to the best of its due date; (viii) that Tenant has no knowledge of the signer of such certificate the other party is in any then uncured default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of its obligations under this Lease (or, if Tenant has such knowledge, specifying the same in detail); (ix) that Tenant is not in default; (x) that the address to which notices to Tenant should be sent is as set forth in the Lease (or, if not specifying the correct address); and (xi) any default in payment of rent or other charges existing as of the date of such notice andcertifications requested by Landlord. In addition, unless expressly consented to in writing within five (5) business days after request by Landlord, and Tenant shall still remain liable deliver to Landlord financial statements of Tenant for the sameits most recently ended fiscal year and interim unaudited financial statements for its most recently ended quarter.

Appears in 1 contract

Samples: Didax Inc

Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to timewhenever requested by Landlord, within ten twenty (1020) days following after written notice request by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying certifying: (a) that this Lease is unmodified and in full force and effect effect, (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as so modified, is in full force and effect and stating effect); (b) the modifications), and the date dates to which the annual rent Annual Basic Rent, Additional Rent and any other payments due hereunder from Tenant have been charges are paid in advance, if any, and stating whether or not ; (c) that there are defenses not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder or offsets claimed by specifying such defaults if any are claimed; (d) that Tenant has paid Landlord the maker Security Deposit, (e) the Commencement Date and the scheduled expiration date of the certificate Lease Term, (f) the rights (if any) of Tenant to extend or renew this Lease or to expand the Leased Premises and whether (g) the amount of Annual Basic Rent, Additional Rent and other charges currently payable under this Lease. In addition, such statement shall provide such other information and facts Landlord may reasonably require. Any such statement may be relied upon by any prospective or not to the best existing purchaser, ground lessee or mortgagee of knowledge all or any portion of the signer Property, as well as by any other assignee of such certificate the other party is in default in performance of any covenant agreement or condition contained Landlord's interest in this Lease, and if so, Specifying each . Tenant's failure to deliver such default of which the maker may have knowledge and if requested, statement within such financial information concerning time shall be conclusive upon Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteedi) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and effect, without modification except as may be represented by Landlord; (ii) that such rents have been duly and fully there are no uncured defaults in Landlord's performance hereunder; (iii) that Tenant has paid to an including Landlord the respective due dates immediately preceding Security Deposit; (iv) that not more than one month's installment of Annual Basic Rent or Additional Rent has been paid in advance; (v) that the Commencement Date and the scheduled expiration date of such notice the Lease Term are as stated therein, (vi) that Tenant has no rights to extend or renew this Lease or to expand the Leased Premises, (vii) that the Annual Basic Rent, Additional Rent and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing are as of set forth therein and (viii) that the date of such notice and, unless expressly consented to in writing by Landlord, other information and Tenant shall still remain liable for the samefacts set forth therein are true and correct.

Appears in 1 contract

Samples: Office Lease (Managed Care Solutions Inc)

Estoppel Certificate. Landlord and Tenant agree Lessee agrees that each it will, at any time and from time to time, within ten (10) Business days following written notice by the other party hereto Lessor specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, Lessor a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent Minimum Base Rent, Percentage Rent and any other payments due hereunder from Tenant Lessee have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate Xxxxxx and whether or not to the best of knowledge of the signer of such certificate the other party Lessee, Lessor is in default in performance of any covenant any, covenant, agreement or condition contained in this Lease, and if so, Specifying specifying each such default of which the maker Lessee may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaserknowledge. The failure of either party Lessee to execute, acknowledge and deliver to the other Lessor a statement in accordance with the provisions of this Section within said ten (10) business Business day period shall constitute an acknowledgment, Event of Default hereunder and shall also constitute an acknowledgment by the party given such noticeLessee, which may be relied on by any person holding or proposing to acquire an interest in the Building Property or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an and including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statementsstatement, a waiver of any defaults which may exist prior to the date of such notice; provided, however . It is agreed that nothing contained in the provision provisions of this Section shall constitute waiver by Landlord Lessor of any default in payment of rent Rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by LandlordXxxxxx and, and Tenant Xxxxxx shall still remain liable for the same.

Appears in 1 contract

Samples: Lease Agreement

Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge, at any time and -------------------- from time to time, within ten (10) business days following written notice after request therefor by Landlord, Mortgagee, any purchaser of the Land or the Building or any other party hereto specifying that it is given pursuant to this Sectioninterested person, execute, acknowledge and deliver to such requesting party a written estoppel certificate certifying, to the party who gave best of Tenant's knowledge and belief, as of the date of such noticeestoppel certificate, or its designate, a statement in writing certifying the following: (i) that this Lease is unmodified and in full force and effect (or if there have been modificationsmodified, that the same Lease is in full force and effect as modified and stating the setting forth such modifications); (ii) that the Term has commenced (and setting forth the Commencement Date and Expiration Date); (iii) that Tenant is presently occupying the Premises; (iv) the amounts of Base Rent and Additional Rent currently due and payable by Tenant; (v) that any Alterations required by the Lease to have been made by Landlord have been made to the satisfaction of Tenant; (vi) that there are no existing set-offs, and charges, liens, claims or defenses against the date enforcement of any right hereunder, including, without limitation, Base Rent or Additional Rent (or, if alleged, specifying the same in detail); (vii) that no Base Rent has been paid more than thirty (30) days in advance of its due date; (viii) that Tenant has no knowledge of any then uncured default by Landlord of its obligations under this Lease (or, if Tenant has such knowledge, specifying the same in detail); (ix) that Tenant is not in default; (x) that the address to which notices to Tenant should be sent is as set forth in the annual rent Lease (or, if not, specifying the correct address); and (xi) any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably certifications requested by any Mortgagee or prospective mortgagee or purchaserLandlord. The failure of either party Any such estoppel certificate delivered pursuant to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which Subsection 28.4 may be relied on upon by any person holding mortgagee, beneficiary, purchaser or proposing prospective purchaser of any portion of the Land, as well as their assignees. Tenant's failure to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that deliver such estoppel certificate within such time shall be conclusive upon Tenant that: (a) this Lease is unmodified and in full force and effect without modification, except as may be represented by Landlord; (b) there are no uncured defaults in Landlord's or Tenant's performance; and that (c) not more than one (1) month's rental has been paid in advance. If Tenant shall fail to deliver the written estoppel certificate within ten (10) days following a second written request for such rents have been duly certificate, then Tenant shall indemnify, defend (with counsel reasonably approved by Landlord in writing) and fully paid to an hold Landlord harmless from and against any and all claims, judgments, suits, causes of action, damages (except consequential), losses, liabilities and expenses (including the respective due dates immediately preceding the date of such notice reasonable attorneys' fees and shall constitute, as court costs) attributable to any person entitled as aforesaid failure by Tenant to rely upon timely deliver any such statements, waiver of any defaults which may exist prior estoppel certificate to the date of such notice; provided, however that nothing contained in the provision of Landlord pursuant to this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and28.4. In addition, unless expressly consented to in writing within fifteen (15) business days after request by Landlord, and Tenant shall still remain liable deliver to Landlord audited financial statements of Tenant for the sameits most recently ended fiscal year and interim unaudited financial statements for its most recently ended quarter.

Appears in 1 contract

Samples: Disturbance and Attornment Agreement (Mantech International Corp)

Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to time, within ten fifteen (1015) days following after written notice request by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying certifying: (a) that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as so modified, is in full force and effect and stating effect); (b) the modifications), and the date dates to which the annual rent Annual Base Rent, Additional Rent and any other payments due hereunder from Tenant have been charges are paid in advance, if any, and stating whether or not ; (c) that there are defenses not, to Tenant’s knowledge, any uncured defaults on the part of Landlord under this Lease or offsets claimed by specifying such defaults if any are claimed; (d) that Tenant has paid Landlord the maker Security Deposit; (e) the Commencement Date and the scheduled expiration date of the certificate Lease Term; (f) the rights (if any) of Tenant to extend or renew this Lease or to expand the Leased Premises; and whether (g) the amount of Annual Base Rent, Additional Rent and other charges currently payable under this Lease. In addition, such statement shall provide such other information and facts Landlord may reasonably require. Any such statement may be relied upon by any prospective or not to the best existing purchaser, ground Tenant or mortgagee of knowledge all or any portion of the signer Property, as well as by any other assignee of such certificate the other party is in default in performance of any covenant agreement or condition contained Landlord’s interest in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and . Tenant’s business operations failure to deliver such statement within such time shall be conclusive upon Tenant (and the Guarantor of this Lease, if this Lease be guaranteedi) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and effect, without modification except as may be represented by Landlord; (ii) that such rents have been duly and fully there are no uncured defaults in Landlord’s performance under this Lease; (iii) that Tenant has paid to an including Landlord the respective due dates immediately preceding Security Deposit; (iv) that not more than one month’s installment of Annual Base Rent or Additional Rent has been paid in advance; (v) that the Commencement Date and the scheduled expiration date of such notice and shall constitute, the Lease Term are as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained stated in the provision of statement, (vi) that Tenant has no rights to extend or renew this Section shall constitute waiver by Landlord of any default in payment of rent Lease or to expand the Leased Premises; (vii) that the Annual Base Rent, Additional Rent and other charges existing are as of set forth in the date of such notice and, unless expressly consented to certificate; and (viii) that the other information and facts set forth in writing by Landlord, the certificate are true and Tenant shall still remain liable for the samecorrect.

Appears in 1 contract

Samples: Office Lease (Revelstone Capital Acquisition Corp.)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and shall from time to time, within ten (10) business days following written notice after being requested to do so by the other party hereto specifying that it is given pursuant to this SectionLandlord or any Mortgagee, execute, enseal, acknowledge and deliver to the party who gave Landlord (or, at Xxxxxxxx’s request, to any existing or prospective purchaser, transferee, assignee or Mortgagee of any or all of the Premises, the Property, any interest therein or any of Landlord’s rights under this Lease) an instrument in recordable form, acknowledging and agreeing that any statement contained in such noticecertificate may be relied upon by Landlord and any such other addressee, or its designate, a statement in writing certifying and certifying: (a) that this Lease is unmodified and in full force and effect (or or, if there has been any modification thereof, that it is in full and effect as so modified, stating therein the nature of such modification); (b) as to the dates to which the Base Rent and any Additional Rent and other charges arising hereunder have been modificationspaid; (c) as to the amount of any prepaid Rent or any credit due to Tenant hereunder; (d) that Xxxxxx has accepted possession of the Premises, and the date on which the Term commenced; (e) as to whether, to the best knowledge, information and belief of the signer of such certificate, Landlord or Tenant is then in default in performing any of its obligations hereunder (and, if so, specifying the nature of each such default); and (f) as to any other fact or condition reasonably requested by Landlord or such other addressee. At Landlord's option, the failure of Tenant to deliver such statement within such time shall constitute a material default of Tenant hereunder, or it shall be conclusive upon Tenant that the same (a) this Lease is in full force and effect and stating the modifications)effect, and the date to which the annual rent and any other payments due hereunder from Tenant have without modification except as may be represented by Landlord, (b) there are no uncured defaults in Landlord's performance, (c) not more than one month's Base Rent has been paid in advance, (d) all Improvements to be constructed by Landlord, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement been completed in accordance with the provisions of this Section within said ten Landlord's obligations and (10e) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as Tenant has taken possession of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samePremises.

Appears in 1 contract

Samples: Lease Agreement (Cartesian Therapeutics, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to time, within ten (10) days following after written notice re­quest by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying certifying: (a) that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodi­fied, stating the nature of such modification and certify­ing that the same this Lease, as so modi­fied, is in full force and effect and stating effect); (b) the modifications), and the date dates to which the annual rent Annual Basic Rent, Additional Rent and any other payments due hereunder from Tenant have been charges are paid in advance, if any, and stating whether or not ; (c) that there are defenses not, to Tenant's knowledge, any uncured defaults on the part of Land­lord under this Lease or offsets claimed by specifying such defaults if any are claimed; (d) that Tenant has paid Landlord the maker Security Deposit; (e) the Commencement Date and the scheduled expiration date of the certificate Lease Term; (f) the rights (if any) of Tenant to extend or renew this Lease or to expand the Leased Premises; and whether (g) the amount of Annual Basic Rent, Additional Rent and other charges currently payable under this Lease. In addition, such statement shall provide such other infor­mation and facts Landlord may reasonably require. Any such statement may be relied upon by any pro­spective or not to the best existing purchaser, ground lessee or mortgagee of knowledge all or any portion of the signer Property, as well as by any other assignee of such certificate the other party is in default in performance of any covenant agreement or condition contained Landlord's interest in this Lease, and if so, Specifying each . Tenant's failure to deliver such default of which the maker may have knowledge and if requested, state­ment with­in such financial information concerning time shall be conclusive upon Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteedi) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and effect, without modifica­tion except as may be represented by Landlord; (ii) that such rents have been duly and fully there are no uncured defaults in Landlord's performance under this Lease; (iii) that Tenant has paid to an including Landlord the respective due dates immediately preceding Security Deposit; (iv) that not more than one month's installment of Annual Basic Rent or Additional Rent has been paid in advance; (v) that the Commencement Date and the scheduled expiration date of such notice and shall constitute, the Lease Term are as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained stated in the provision of statement, (vi) that Tenant has no rights to extend or renew this Section shall constitute waiver by Landlord of any default in payment of rent Lease or to expand the Leased Premises; (vii) that the Annual Basic Rent, Additional Rent and other charges existing are as of set forth in the date of such notice and, unless expressly consented to certificate; and (viii) that the other information and facts set forth in writing by Landlord, the certificate are true and Tenant shall still remain liable for the samecorrect.

Appears in 1 contract

Samples: Office Lease (Fresh Medical Laboratories, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each will, at (a) At any time during the period beginning on the Effective Date and from time to timeending with the termination of this Lease, Tenant shall, within ten twenty (1020) days following written notice of the request by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such noticeLandlord, any Mortgagee, prospective Mortgagee, Lessor, or its designateany prospective purchaser or transferee of the Property, a statement the Building, or both (as designated by Landlord), or any mortgagee or prospective mortgagee of such prospective purchaser or transferee, an estoppel certificate substantially in writing certifying that the form attached to this Lease is unmodified and as Exhibit I or in full force and effect such other form as Landlord or such other requesting party may from time to time require, evidencing (a) whether or if there have been modifications, that the same not this Lease is in full force and effect effect; (b) whether or not this Lease has been amended in any way (and stating indicating any such amendments); (c) whether or not Tenant has accepted and is occupying the modifications), and Premises; (d) to the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating best of its knowledge whether or not there are any existing defaults on the part of Landlord hereunder or defenses or offsets claimed by against the maker enforcement of the certificate and whether or not this Lease to the best of knowledge of Tenant (specifying the signer nature of such certificate defaults, defenses or offsets, if any); (e) the date to which Rent and other party is amounts due hereunder, if any, have been paid, including any amounts which are paid in default in performance advance; (f) the specific dates of any covenant agreement or condition milestone dates contained in this the Lease, ; and if so, Specifying each (g) any such default of which the maker may have knowledge and if requested, such financial other information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaserLandlord. The failure of either party Each certificate delivered pursuant to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by Landlord, any person holding prospective purchaser or proposing to acquire an transferee of Landlord’s interest in the Building hereunder, or any party thereof Mortgagee or the Premises prospective Mortgagee, or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameGround Lessor.

Appears in 1 contract

Samples: Lease Agreement (Longeveron LLC)

Estoppel Certificate. Landlord and Tenant agree that each will, shall at any time and from time to time, time within ten (10) days following after written notice from Landlord (but not more than twice in any twelve (12) month period unless the same has been requested by any investor or mortgagee of Landlord or by any prospective lender or any prospective purchaser of the other party hereto specifying that it is given pursuant to this SectionBuilding), execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing provided by Landlord, certifying (i) that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as so modified, is in full force and effect and stating the modificationseffect), and (ii) the date to which the annual rent rental and any other payments due hereunder from charges are paid, (iii) that Tenant have been paid has procured the Letter of Credit, that the Letter of Credit continues in advanceeffect and has not expired, and that Tenant has delivered the Letter of Credit to Landlord, (iv) the Commencement Date and the scheduled Expiration Date of the Term, (v) the rights (if any) of Tenant to extend or renew this Lease or to expand the Premises, (vi) the amount of Base Rent, Additional Rent and other charges currently payable under this Lease, the Expense Stop for Taxes and Operating Costs, (vii) that to the-best of Tenant’s actual knowledge there are no defaults existing under the Lease by Tenant and no circumstances currently existing that would constitute a default solely upon the service of notice or the passage of time, and stating whether there is no existing basis for Landlord to exercise any remedies available to it by virtue of a default by Tenant (or not if there are defenses such defaults, circumstances or offsets claimed by basis, stating the maker nature thereof), (viii) the usable square footage and rentable square footage of the certificate and whether Premises as set forth in the Lease, (ix) that the Tenant Improvement Allowance to be paid by Landlord to Tenant under this Lease as set forth below in Article 34 has been fully satisfied, or if not satisfied, stating the amount still claimed to be due, (x) that to the best of Tenant’s actual knowledge there are no defaults existing under the Lease by Landlord and no circumstances currently existing that would constitute a default solely upon the service of notice or the passage of time, and there is no existing basis for Tenant to exercise any remedies available to it by virtue of a default by Landlord (or if there are such defaults, circumstances or basis, stating the nature thereof), (xi) that there are currently no valid defenses, counterclaims, offsets, credits, deductions in rent or claims against the enforcement of any of the signer agreements, terms or conditions of the Lease (or if there are such certificate defenses, counterclaims, offsets, credits, deductions in rent or claims, stating the other party nature thereof), (xii) whether Tenant has accepted and is now in default full possession of the Premises and is paying full rental under the Lease or, if Tenant is not in performance of any covenant agreement or condition contained in this full possession, whether Tenant has assigned the Lease, sublet all or any portion of the Premises, or otherwise transferred any interest in the Lease or the Premises, (xiii) that there are currently no bankruptcy or reorganization actions, whether voluntary or involuntary, pending against Tenant under the Bankruptcy Laws of the United States or any state thereof, (xiv) that the person signing the statement on behalf of Tenant is a duly authorized officer or agent of Tenant, and if so, Specifying each (xv) any other reasonable factual information reasonably requested by Landlord. Any such default statement may be conclusively relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the maker may have knowledge and if requested, such financial information concerning Tenant and Premises are a part. Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a such statement in accordance with the provisions of this Section within said ten (10)-day period, where such failure continues for five (5) days after a second written notice from Landlord, at the option of Landlord, shall be an event of default by Tenant under this Lease, and/or be conclusive upon Tenant that all of the information set forth in the statement delivered to Tenant is true and correct, without exception. Landlord agrees to provide to Tenant similar statements signed by Landlord within ten (10) business day days after receipt of Tenant’s request (but not more than twice in any twelve (12) month period shall constitute an acknowledgment, by unless the party given such notice, which may be relied on same has been requested by any person holding prospective investor, purchaser, mortgagee, assignee or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date sublessee of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameTenant).

Appears in 1 contract

Samples: Office Lease (Walter Investment Management Corp)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time agrees periodically to time, furnish within ten (10) days following after written notice request by Landlord a certificate signed by a Tenant certifying (a) that the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing certifying that this Lease is unmodified and in full force and effect (if true) and unmodified (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) as to the Commencement Date and the date to through which the annual rent Base Rental, Estimated Additional Rental and any other payments due hereunder from Tenant Additional Rental have been paid in advancepaid, if any, (c) that Tenant has accepted possession of the Premises and stating whether or not there are defenses or offsets claimed that any improvements required by the maker terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant (if applicable and true), (d) that except as stated in the certificate no rental 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 except as stated in the certificate, Tenant to its knowledge, as of the certificate and whether or not to the best of knowledge of the signer date of such certificate certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other charges due or to become due hereunder, (g) that to its knowledge, except as stated in the other party certificate, Landlord is not then in default in performance of any covenant agreement or condition contained in under this Lease, and if so(h) that there are no renewal or extension options, Specifying each such default purchase options, rights of which first refusal or the maker may have knowledge and if requested, such financial information concerning like in favor of Tenant and Tenant’s business operations (and the Guarantor of this Lease, if except as set forth in this Lease be guaranteedand (i) as to such other matters as may be reasonably requested by Landlord. Any such certificate may be relied upon by any Mortgagee existing or prospective mortgagee Interest Holder or purchaserpurchaser of the Building or the Land or any part thereof or interest of Landlord therein. The failure of either party Landlord agrees periodically to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section furnish within said ten (10) business day period shall constitute an acknowledgment, days after written request by Tenant a certificate signed by a Landlord certifying (a) that the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents unmodified (or if there have been duly modifications, that the same is in full force and fully paid effect as modified and stating the modifications), (b) as to an including the respective due dates immediately preceding Commencement Date and the date of such through which Base Rental, Estimated Additional Rental and Additional Rental have been paid, (c) that the address for notices to be sent to Landlord is as set forth in this Lease (or has been changed by notice duly given and shall constituteis as set forth in the certificate), (d) that, except as to any person entitled as aforesaid to rely upon such statementsstated in the certificate, waiver of any defaults which may exist prior Landlord (to the date of such notice; providedLandlord’s knowledge), however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice andcertificate, unless expressly consented has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other charges due or to become due hereunder, (e) that, except as stated in writing by the certificate, Tenant (to the Landlord’s knowledge), is not then in default under this Lease, and Tenant shall still remain liable for the same(f) as to such other matters as may be reasonably requested by Tenant.

Appears in 1 contract

Samples: Lease Agreement (Time Warner Telecom Inc)

Estoppel Certificate. Upon execution of this Lease by Landlord and Tenant, Tenant agree shall simultaneously execute and deliver a copy of the Estoppel Certificate attached hereto as Rider D. Tenant agrees that each will, at any time and from time to time, within time upon not less than ten (10) days following written notice days' prior request by Landlord, or any First Mortgagee or any ground lessor, Tenant (or any permitted assignee, subtenant, licensee, concessionaire or other occupant of the other party hereto specifying that it is given pursuant to this SectionPremises claiming by, execute, acknowledge and through or under Tenant) will deliver to the party who gave such notice, Landlord or its designateto any First Mortgagee or ground lessor, a statement in writing signed by Tenant certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same this Lease as modified is in full force and effect and stating identifying the modifications), ; (b) the date upon which Tenant began paying Rent and the date dates to which the annual rent Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or paid; (c) that Landlord is not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of under any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor provision of this Lease, or, if in default, the nature thereof in detail; (d) that the Premises have been completed in accordance with the terms hereof and Tenant is in occupancy and paying Rent on a current basis with no rental offsets or claims or if not state the exceptions to the items not completed in accordance with the Final Plans; (e) that there has been no prepayment of Rent other than that provided for in this Lease be guaranteedLease; (f) that there are no actions, whether voluntary or otherwise, pending against Tenant under the bankruptcy laws of the United States or any State thereof; and (g) such other matters as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge required and deliver to the other a statement in accordance not inconsistent with the provisions terms of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameFirst Mortgagee or ground lessor.

Appears in 1 contract

Samples: May & Speh Inc

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to timeshall, within ten (10) business days following of receipt of both hard copy and e-mail written notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing substantially in the form attached to this Lease as Exhibit I, or on any other form reasonably requested by a proposed Lender or purchaser, (a) 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 dates to which rental and other charges are paid in advance, if any, (b) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if there have been modificationsany are claimed, and (c) setting forth such further information with respect to this Lease or the Premises as may be reasonably requested thereon. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part such that Tenant shall be estopped from arguing facts contrary to those set forth in the statement. If Tenant fails to provide such statement within such ten (10) business day period, then Landlord shall provide Tenant with a second hard copy and e-mail written notice requesting that Tenant execute the certificate, provided that such second notice shall be delivered to the notice recipients set forth in Section 2.10 and also to Tenant’s Associate General Counsel, Corporate Finance and Governance (at the same notice address set forth in Section 2.10 and e-mail xxxxxxx@xxxxxx.xxx) and to Xxxxxxx Xxxxx (at Socius Law Group, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, with email xxxxxx@xxxxxxxxx.xxx), and shall include a prominent, all capital legend that failure to respond to such notice may result in Default under this Lease. Tenant’s failure to deliver such statement within ten (10) business days following the receipt of the second (2nd) notice shall, at Landlord’s option, constitute a Default (as defined below) under this Lease, and, in any event, shall be binding upon Tenant that the same Lease is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) without modification except as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver represented by Landlord of in any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented certificate prepared by Landlord and delivered to in writing by Landlord, and Tenant shall still remain liable for the sameexecution.

Appears in 1 contract

Samples: Lease (Omeros Corp)

Estoppel Certificate. Landlord and Tenant agree that each will, (a) Lessee shall at any time and from time to time, time within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, request from Lessor execute, acknowledge acknowledge, and deliver to the party who gave such notice, or its designate, Lessor a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease as so modified is in full force and effect effect); (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; (iii) certifying the date when Lessee entered into occupancy of the Premises and stating that Lessee is open and conducting business at the modifications), and Premises; (iv) certifying the date to which the annual rent rentals and any other payments due hereunder from Tenant have been charges are paid in advance, if any, and stating whether or not there are defenses or offsets claimed by ; (v) certifying the maker current amount of base rent due under the certificate and whether or not to Lease; (vi) evidencing the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor status of this Lease, if this Lease be guaranteed) as may be reasonably required either by a lender making a loan affecting, or a purchaser of, the Premises or any part of the Industrial Center from Lessor; (vii) warranting that if any beneficiary of any security instrument encumbering the Premises forecloses on the security instrument, such beneficiary shall not be liable for the security deposit, except to the extent such deposit is assigned to the beneficiary; (viii) certifying that all improvements to be constructed on the Premises by Lessor are substantially completed, except for any punch list items that do not prevent Lessee from using the Premises for its intended use; and (ix) certifying as to such other matters relating to this Lease and/or the Premises as may be requested by a lender making a loan to Lessor or a purchaser of the Premises or any Mortgagee part thereof from Lessor. Any such statement may be relied upon by any prospective purchaser or prospective mortgagee encumbrancer of all or purchaserany portion of the Industrial Center or any interest therein. The failure of either party to executeLessee shall, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgmentdays following request of Lessor, by deliver such other documents, including Lessee's financial statements, as are reasonably requested in connection with the party given such noticesale of, which may or a loan to be relied on by secured by, any person holding or proposing to acquire an interest in portion of the Building Industrial Center or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameinterest therein.

Appears in 1 contract

Samples: Lease Agreement (Sportsmans Guide Inc)

Estoppel Certificate. Landlord and Tenant agree that each will, at (a) At any time and from f rom time to time, within time upon not less than ten (10) days following written days, prior notice by the other party hereto specifying that it is given pursuant Landlord to this SectionTenant, Tenant shall, without charge, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing writing, in recordable form, addressed to such party as Landlord may designate, prepared by Landlord or in form satisfactory to Landlord certifying (i) that this Lease lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) whether the term of this lease has commenced and rent and additional rent have become payable hereunder and, if so, the date dates to which the annual rent and any other payments due hereunder from Tenant they have been paid in advancepaid, if any, and stating (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not not, to the best of knowledge of the signer of such certificate the other party certificate, Landlord is in default in performance of any covenant agreement or condition contained in of the terms of this Leaselease and, and if so, Specifying specifying each such default of which the maker signer may have knowledge and knowledge, (iv) whether Tenant has accepted possession of the demised premises, (v) whether Tenant has made any uncollected claim against Landlord under this lease and, if requestedso, such financial information concerning Tenant and Tenant’s business operations (the nature thereof and the Guarantor dollar amount, if any, of such claim, (vi) whether there exist any offsets or defenses against enforcement of any of the terms of this Leaselease upon the part of Tenant to be performed and, if this Lease be guaranteedso, specifying the same and (vii) such further information with respect to the lease or the demised premises as Landlord may reasonably request, it being intended that any such statement delivered pursuant hereto may be reasonably requested relied upon by any Mortgagee prospective purchaser of the building or any part thereof or of the interest of Landlord in any part thereof, by any mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgmentthereof, by the party given such noticeany lessor or prospective lessor thereof, which may be relied on by any person holding lessee or proposing to acquire an interest in the Building prospective lessee thereof, or by any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver prospective assignee of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samemortgage thereof.

Appears in 1 contract

Samples: Rider Agreement (General Credit Corp)

Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge, at any time and from time to time, within ten (10) business days following after receipt of written notice request therefor, by Landlord, ground lessor, if any, the holder of any indebtedness secured by the other party hereto specifying that it is given pursuant to this SectionLand or Building, any purchaser or prospective purchaser of the Land or Building or any person designated in writing by Landlord, execute, acknowledge and deliver to such requesting party a written estoppel certificate confirming, as of the party who gave date of such noticeestoppel certificate, the following: (a) whether or its designatenot Tenant is in possession of the Demised Premises; (b) to Tenant’s knowledge, a statement in writing certifying that whether or not this Lease is unmodified and in full force and effect (or or, if there have has been modificationsa modification, that the same Lease is in full force and effect as modified and stating the setting forth such modifications), ; (c) that the Term has commenced and the date to which full rental is now accruing; (d) the annual rent amounts of Monthly Base Rent and Additional Rent currently due and payable by Tenant; (e) that Tenant has accepted possession of the Demised Premises and is currently operating its business therein; (f) that any other payments due hereunder from Tenant improvements required by the Lease have been paid in advancemade by Landlord to the satisfaction of Tenant; (g) to Tenant’s knowledge, if any, and stating whether or not there are then existing any set-offs, charges, liens, claims or defenses or offsets claimed by against the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance enforcement of any covenant agreement right hereunder, including Base Rent, Additional Rent or condition contained in this Leaseother charges due (and, and if so, Specifying each such default specifying the same in detail); (h) that no Monthly Base Rent (except the first installment thereof) has been paid more than thirty (30) days in advance of which the maker may have its due date; (i) that Tenant has no knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations of any then uncured defaults by Landlord of its obligations under this Lease (and the Guarantor of this Leaseor, if this Tenant has such knowledge, specifying the same in detail); (j) that Tenant is not in default hereunder; (k) that the address to which notices to Tenant should be sent is as set forth in the Lease be guaranteed(or, if not, specifying the correct address); and (l) as may be any other statements of fact reasonably requested by any Mortgagee or prospective mortgagee or purchaserLandlord. The failure of either party Any statement delivered pursuant to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in owner of the Building or of the Land, any party thereof prospective purchaser of the Building or of the Premises Land, any ground lessor or this Lease from prospective ground lessor, any mortgagee or through prospective mortgagee of the other partyBuilding, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including of the respective due dates immediately preceding the date Land or of Landlord’s interest therein, or any prospective assignee of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samemortgagee.

Appears in 1 contract

Samples: Office Lease (Cvent Inc)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within Within ten (10) days following after written notice by the other party hereto specifying that it is given pursuant to this Sectionrequest from Landlord, Tenant shall execute, acknowledge and deliver to the party who gave such notice, or its designate, a statement in writing substantially in the form attached to this Lease as Exhibit “H” with the blanks filled in, and on any other form reasonably requested by a proposed lender or purchaser, (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 dates to which the rental and other charges are paid in advanced, if any, (ii) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if there have been modificationsany are claimed and (iii) setting forth such further information with respect to this Lease or the Premises as may be requested thereon. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises is a part. Tenant’s failure to deliver such statement within such time shall, at the option of Landlord, constitute a Default under this Lease, and, in any event, shall be conclusive upon Tenant that the same Lease is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether without modification or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) except as may be reasonably requested represented by Landlord in any Mortgagee or prospective mortgagee or purchasercertificate prepared by Landlord. The failure Upon request of either party to executeTenant, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten Landlord will similarly execute an estoppel certificate: (10i) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, certifying that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including (or, if modified, stating the respective due dates immediately preceding the date nature of such notice modification and shall constitutecertifying that this Lease as so modified is in full force and effect) and the dates to which the rental and other charges are paid in advance, as if any, (ii) acknowledging that there are not, to Landlord’s knowledge, any person entitled as aforesaid to rely upon uncured defaults on the part of Tenant hereunder, or specifying such statementsdefaults if any are claimed, waiver of any defaults which may exist prior and (iii) setting forth such further information with respect to the date of such notice; provided, however that nothing contained in the provision status of this Section shall constitute waiver by Landlord of any default in payment of rent Lease or other charges existing the Premises as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samemay be reasonably requested thereon.

Appears in 1 contract

Samples: Lease (Supernus Pharmaceuticals Inc)

Estoppel Certificate. Landlord and Tenant agree that each will, at At any time and from time to time, within upon not less than ten (10) days following business days’ prior written notice by the other party hereto specifying that it is given pursuant to this Sectionnotice, Tenant (and each subtenant subleasing two or more floors) shall execute, acknowledge and deliver to the party who gave such notice, Landlord and/or any other person or its designateentity designated by Landlord, a written statement in writing certifying certifying, to the extent true: (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same this Lease is in full force and effect as modified and stating the modifications), and ; (b) the date dates to which the annual rent and any other payments due hereunder from Tenant charges have been paid in advancepaid; (c) to Tenant’s actual knowledge, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default in the performance of any covenant agreement or condition contained in this Leaseobligation, and if so, Specifying each specifying the nature of such default of default; (d) the address to which the maker may have knowledge and if requested, such financial information concerning notices to Tenant and Tenant’s business operations are to be sent; (and the Guarantor of this Lease, if this Lease be guaranteede) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified subject and in full force and effect subordinate to all Mortgages encumbering the Building or the Land (subject to the terms of Article XXI hereof or any fully executed SNDA); (f) that Tenant has accepted the Premises and that all work thereto has been completed (or if such rents have work has not been duly completed, specifying the incomplete work); and fully paid (g) such other matters as Landlord may reasonably request. Any such statement may be relied upon by any owner of the Building or the Land, any prospective purchaser of the Building or the Land, any holder or prospective holder of a Mortgage or any other person or entity. Tenant acknowledges that time is of the essence to an including the respective due dates immediately preceding the date delivery of such notice statements and shall constitutethat Tenant’s failure to deliver timely such statements may cause substantial damages resulting from, as to any person entitled as aforesaid to rely upon such statementsfor example, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained delays in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlordobtaining financing, and if such statement is not executed and delivered within five (5) days after receipt of a second written notice stating in bold, capital letters “FAILURE TO RETURN THIS ESTOPPEL WITHIN FIVE DAYS WILL RESULT IN A PENALTY OF $1.000 A DAY” Tenant shall still remain liable agrees to pay a late fee equal to One Thousand Dollars ($1,000.00) per day for each day until the samecertificate is executed and returned to Landlord.

Appears in 1 contract

Samples: Office Lease Agreement (Qualtrics International Inc.)

Estoppel Certificate. Landlord and Within ten days after written request from Landlord, Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge shall execute and deliver to the party who gave such noticeLandlord, or its designatein recordable form, a statement in writing certifying certificate (“Estoppel Certificate”) stating the following, to the extent truthful: (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same is in full force and effect as modified, and stating all modifications, (ii) the modifications)then-current Basic Monthly Rent, and (iii) the date dates to which the annual rent and any other payments due hereunder from Tenant have Basic Monthly Rent has been paid in advance, (iv) the amount of any security deposit (or letter of credit, if anyapplicable), and stating prepaid rent or other payment constituting Rent which has been paid, (v) whether or not there are defenses Tenant or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default under this Lease and whether there currently exist any defenses or rights of offset under the Lease in performance favor of Tenant, (vi) that any covenant agreement work required to be performed by Landlord under this Lease is complete (or condition contained stating any exceptions), (vii) that any tenant improvement allowance has been paid (or stating any exceptions), and (viii) such other matters as Landlord may reasonably request. Tenant’s failure to deliver such certificate within such ten day period shall be conclusive upon Tenant for the benefit of Landlord, and any successor in interest to Landlord, any lender or proposed lender, and any purchaser or proposed purchaser of the Project that, except as may be represented by Landlord, this Lease is unmodified and in full force and effect, no Rent has been paid more than 30 days in advance, neither Tenant nor Landlord is in default under this Lease, no defenses or rights of offset under the Lease exist in favor of Tenant, and if sothat all Landlord’s Work required by this Lease is complete. Landlord will similarly, Specifying each such default in connection with any lending or Transfer transaction, upon ten days written request from Tenant, execute an estoppel certificate in favor of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations proposed lender or Transferee confirming (and the Guarantor of this Lease, if this Lease be guaranteedi) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect, or in full force and effect as modified, and that such rents have stating all modifications, the then-current Basic Monthly Rent, (iii) the dates to which Basic Monthly Rent has been duly paid in advance, (iv) the amount of any security deposit (or letter of credit, if applicable), prepaid rent, or other payment constituting Rent which has been paid, and fully paid (v) whether or not to the best of Landlord’s knowledge Tenant is in default under this Lease. The requirement for Tenant to execute and deliver to Landlord, the Estoppel Certificate, as required above, shall not be delayed, conditioned, or withheld for any reason; this requirement shall be an including the respective due dates immediately preceding the date independent covenant of Tenant under this Lease. If Tenant fails to execute and deliver to Landlord a requested estoppel certificate within ten days after its receipt of request therefor, then in addition to Landlord’s other rights and remedies on account of such notice default, Tenant shall owe Landlord Additional Rent (which amount shall be payable upon demand) in an amount equal to $100.00 for each day beyond such ten-day period that it delays in the execution and shall constitute, delivery thereof (as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which daily sum may exist prior be increased from time-to-time pursuant to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameRules).

Appears in 1 contract

Samples: Office Lease Agreement (Smartsheet Inc)

Estoppel Certificate. Each of Landlord and Tenant agree that each willshall, at any time and from time to time, within but no more frequently than twice per Lease Year, upon receipt of not less than ten (10) days following Business Days’ prior written notice by request from the other party hereto specifying that it is given pursuant to this Sectionhereto, execute, acknowledge and deliver to furnish an estoppel certificate executed by an appropriate officer with knowledge of the party who gave such notice, or its designate, a statement in writing matters set forth therein (an “Estoppel Certificate”) certifying (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same this Lease is in full force and effect as modified and stating setting forth the modifications), ; (ii) the Rent and Additional Charges payable hereunder and the date dates to which the annual rent Rent and any other payments due hereunder from Tenant Additional Charges payable have been paid paid; (iii) that the address for notices to be sent to the party furnishing such Estoppel Certificate is as set forth in advancethis Lease (or, if anysuch address for notices has changed, and stating the correct address for notices to such party); (iv) whether or not there are defenses not, to its actual knowledge, such party or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party hereto is in default in the performance of any covenant covenant, agreement or condition contained in this Lease (together with, back-up calculation and information reasonably necessary to support the determination and calculation of the financial calculations required under this Lease, including, without limitation, the calculation of the Escalation amount and Tenant’s compliance with Section 23.3) and, if so, Specifying specifying each such default of which the maker such party may have knowledge knowledge; (v) that Tenant is in possession of the Leased Property; and if requested(vi) responses to such other questions or statements of fact as such other party, such financial information concerning Tenant and any ground or underlying landlord, any purchaser or any current or prospective Fee Mortgagee or Permitted Leasehold Mortgagee or Permitted Credit Facility Lender shall reasonably request. Landlord’s or Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a such statement in accordance with the provisions of this Section within said ten (10) business day period such time shall constitute an acknowledgmentacknowledgement by such failing party that, by the party given to such noticeparty’s knowledge, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that (x) this Lease is unmodified and in full force and effect except as may be represented to the contrary by the other party; (y) the other party is not in default in the performance of any covenant, agreement or condition contained in this Lease; and that (z) the other matters set forth in such rents have been duly request, if any, are true and fully paid correct. Any such certificate furnished pursuant to an including this Article XXIII may be relied upon by the respective due dates immediately preceding receiving party and any current or prospective Fee Mortgagee, Permitted Leasehold Mortgagee, Permitted Credit Facility Lender, ground or underlying landlord or purchaser of the date of such notice and shall constituteLeased Property. Each Guarantor or Tenant, as to any person entitled as aforesaid to rely upon such statementsthe case may be, waiver shall deliver a written notice within ten (10) Business Days of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as obtaining knowledge of the date occurrence of a default hereunder. Such notice shall include a detailed description of the default and the actions such notice andGuarantor or Tenant has taken or shall take, unless expressly consented if any, to in writing by Landlord, and Tenant shall still remain liable for the sameremedy such default.

Appears in 1 contract

Samples: Master Lease (MGM Growth Properties Operating Partnership LP)

Estoppel Certificate. Landlord and Tenant agree that each will, shall at any time and from time to time-to-time, within upon not less than ten (10) business days following prior written notice by the other party hereto specifying that it is given pursuant to this Sectionfrom Landlord, execute, acknowledge acknowledge, and deliver to the Landlord (or any other party who gave such notice, or its designate, identified by Landlord) a statement in writing certifying certifying, among other things, that (a) 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); (b) the dates to which the Rent, Security Deposit, if any, and other charges, if any, are paid in advance, (c) there are no uncured defaults in Landlord’s performance (or if there are, describing the same); (d) Tenant has accepted the Premises demised under this Lease (or, if not, explaining the same); (e) that all tenant improvement obligations under the Lease have been modificationssatisfied by Landlord (or, if not, explaining the same); (f) that Landlord has no future tenant improvement obligations hereunder (or, if there are, describing the same same); and (g) Tenant has commenced paying rent, and is not entitled to any further tenant improvements, rental abatements or offsets (or, if it is, explaining the same). It is expressly understood and agreed that Landlord, any prospective purchaser or encumbrancer of all or any portion of the Building, Facilities, or Real Property, or any other party identified by Landlord shall be entitled to rely upon any such statement. If Tenant fails to deliver such estoppel certificate within the aforementioned ten (10)- business day period, then Landlord shall have the right to deliver a second notice (“Estoppel Certificate Second Notice”) to Tenant demanding the return of such estoppel certificate, which Estoppel Certificate Second Notice must include the following legend in capitalized and bold type displayed prominently on the top of the first page of such notice: “TENANT HAS FAILED TO DELIVER AN ESTOPPEL CERTIFICATE AS REQUIRED PURSUANT TO THE PROVISIONS OF THE LEASE DATED __________,2018 BETWEEN LANDLORD AND TENANT (THE “LEASE”). FAILURE OF TENANT TO DELIVER SUCH ESTOPPEL CERTIFICATE WITHIN FIVE (5) DAYS FOLLOWING THIS NOTICE SHALL RESULT IN CERTAIN FACTS BEING CONCLUSIVELY BINDING ON TENANT.” The Estoppel Certificate Second Notice shall be delivered in accordance with the notice provisions of this Lease including the delivery of copies of such notices to any persons or entities entitled to receive copies thereof. If Tenant fails to deliver the estoppel certificate within five (5) days following delivery of an Estoppel Certificate Second Notice, then Tenant shall not be deemed in default but such failure shall be conclusive upon Tenant that (i) this Lease is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have without modification except as may be represented by Landlord; (ii) that there are no uncured defaults in Landlord’s performance; (iii) that not more than two (2) months’ Rent has been paid in advance, if any; (iv) that Tenant has accepted the Premises demised under this Lease; (v) that all tenant improvement obligations under the Lease have been satisfied by Landlord; (vi) that Landlord has no future tenant improvement obligations hereunder; and (vii) Tenant has commenced paying rent, and stating whether or is not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as entitled to any person entitled as aforesaid to rely upon such statementsfurther tenant improvements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent rental abatements or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameoffsets.

Appears in 1 contract

Samples: Lease (Cerus Corp)

Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to timewhenever requested by Landlord, within ten twenty (1020) days following after written notice request by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying certifying: (a) that this Lease is unmodified and in full force and effect effect, (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as so modified, is in full force and effect and stating effect); (b) the modifications), and the date dates to which the annual rent Annual Basic Rent, Additional Rent and any other payments due hereunder from Tenant have been charges are paid in advance, if any, and stating whether or not ; (c) that there are defenses not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder or offsets claimed by specifying such defaults if any are claimed; (d) that Tenant has paid Landlord the maker Security Deposit, (e) the Commencement Date and the scheduled expiration date of the certificate Lease Term, (f) the rights (if any) of Tenant to extend or renew this Lease or to expand the Leased Premises and whether (g) the amount of Annual Basic Rent, Additional Rent and other charges currently payable under this Lease. In addition, such statement shall provide such other information and facts Landlord may reasonably require. Any such statement may be relied upon by any prospective or not to the best existing purchaser, ground lessee or mortgagee of knowledge all or any portion of the signer Project, as well as by any other assignee of such certificate the other party is in default in performance of any covenant agreement or condition contained Landlord's interest in this Lease, and if so, Specifying each . Tenant's failure to deliver such default of which the maker may have knowledge and if requested, statement within such financial information concerning time shall be conclusive upon Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteedi) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and effect, without modification except as may be represented by Landlord; (ii) that such rents have been duly and fully there are no uncured defaults in Landlord's performance hereunder; (iii) that Tenant has paid to an including Landlord the respective due dates immediately preceding Security Deposit; (iv) that not more than one month's installment of Annual Basic Rent or Additional Rent has been paid in advance; (v) that the Commencement Date and the scheduled expiration date of such notice the Lease Term are as stated therein, (vii) that the Annual Basic Rent, Additional Rent and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing are as of the date of such notice and, unless expressly consented to in writing by Landlordset forth therein, and Tenant shall still remain liable for (viii) that the sameother information and facts set forth therein are true and correct.

Appears in 1 contract

Samples: Office Lease (CBT Group PLC)

Estoppel Certificate. Landlord and Tenant agree agrees that each will, at any time and from time to time, within ten time upon not less than five (105) days following written notice prior request by Landlord, or any existing or prospective Mortgagee or Ground Lessor, Tenant will, and Tenant will cause any subtenant, licensee, concessionaire or other occupant of the other party hereto specifying that it is given pursuant to this SectionPremises claiming by, executethrough or under Tenant to, acknowledge complete, execute and deliver to the party who gave such notice, Landlord or its designateLandlord's designee or to any Mortgagee or Ground Lessor, a statement in writing written estoppel certificate certifying to Tenant's actual knowledge (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same this Lease as modified is in full force and effect and stating identifying the modifications), ; (b) the date upon which Tenant began paying Rent and the date dates to which the annual rent Rent and any other payments due hereunder from Tenant charges have been paid in advance, if any, and stating whether or paid; (c) that Landlord is not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of under any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor provision of this Lease, or, if this Lease be guaranteedin default, the nature thereof in detail; (d) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to that the other a statement Premises have been completed in accordance with the provisions terms hereof and Tenant is in occupancy and paying Rent on a current basis with no rental offsets or claims; (e) that there has been no prepayment of Rent other than that provided for in this Lease; (f) that there are no actions, whether voluntary or otherwise, pending against Tenant under the Bankruptcy Code or the bankruptcy, insolvency, reorganization, liquidation, dissolution, compensation, receivership or other laws of any state for the relief of debtors; and (g) such other matters as may be required by Landlord, Mortgagee or Ground Lessor, including, without limitation, any other information concerning the status of this Section Lease or the parties' performance hereunder reasonably requested by the party to whom such estoppel certificate is to be addressed. Tenant's failure to complete, execute and deliver any such estoppel certificate within said ten (10) business the aforesaid 5-day period shall constitute be deemed to be a Default under this Lease, or, alternatively, at Landlord's election, Tenant shall be deemed to have agreed with the matters set forth in an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified estoppel letter prepared and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing delivered by Landlord, and Tenant shall still remain liable for the same.

Appears in 1 contract

Samples: Office Lease (Bluestar Communications Group Inc)

Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge, at any time and from time to time, within ten five (105) days following written notice after request therefor by Landlord, Mortgagee, any purchaser of the Land or the Building or any other party hereto specifying that it is given pursuant to this Sectioninterested person, execute, acknowledge and deliver to such requesting party a written estoppel certificate certifying, as of the party who gave date of such noticeestoppel certificate, or its designate, a statement in writing certifying the following: (i) that this Lease is unmodified and in full force and effect (or if there have been modificationsmodified, that the same Lease is in full force and effect as modified and stating the setting forth such modifications), ; (ii) that the Term has commenced (and setting forth the date Commencement Date and Expiration Date); (iii) that Tenant is presently occupying the Premises; (iv) the amounts of Base Rent and Additional Rent currently due and payable by Tenant; (v) that any Alterations required by the Lease to which the annual rent and any other payments due hereunder from Tenant have been paid in advancemade by Landlord have been made to the satisfaction of Tenant; (vi) that there are no existing set-offs, charges, liens, claims or defenses against the enforcement of any right hereunder, including, without limitation, Base Rent or Additional Rent (or, if anyalleged, and stating whether or not there are defenses or offsets claimed by specifying the maker same in detail); (vii) that no Base Rent (except the first installment thereof) has been paid more than thirty (30) days in advance of the certificate and whether or not to the best of its due date; (viii) that Tenant has no knowledge of the signer of such certificate the other party is in any then uncured default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of its obligations under this Lease (or, if Tenant has such knowledge, specifying the same in detail); (ix) that Tenant is not in default; (x) that the address to which notices to Tenant should be sent is as set forth in the Lease (or, if not, specifying the correct address); and (xi) any default in payment of rent or other charges existing as of the date of such notice andcertifications requested by Landlord. In addition, unless expressly consented to in writing within five (5) days after request by Landlord, and Tenant shall still remain liable deliver to Landlord audited financial statements of Tenant for the sameits most recently ended fiscal year and interim unaudited financial statements for its most recently ended quarter.

Appears in 1 contract

Samples: Qorus Com Inc

Estoppel Certificate. Landlord and Within ten days after written request from Landlord, Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by the other party hereto specifying that it is given pursuant to this Section, execute, acknowledge shall execute and deliver to the party who gave such noticeLandlord, or its designatein recordable form, a statement in writing certifying certificate (“Estoppel Certificate”) stating (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same is in full force and effect as modified, and stating all modifications, (ii) the modifications)then‑current Basic Monthly Rent, and (iii) the date dates to which the annual rent and any other payments due hereunder from Tenant have Basic Monthly Rent has been paid in advance, if any(iv) the amount of any security deposit, and stating prepaid rent or other payment constituting Rent which has been paid, (v) whether or not there are defenses Tenant or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default under this Lease and whether there currently exist any defenses or rights of offset under the Lease in performance favor of Tenant, (vi) that any covenant agreement work required to be performed by Landlord under this Lease is complete (or condition contained stating any exceptions), (vii) that any tenant improvement allowance has been paid (or stating any exceptions), and (viii) such other matters as Landlord may reasonably request. Tenant's failure to deliver such certificate within such ten day period shall be conclusive upon Tenant for the benefit of Landlord, and any successor in interest to Landlord, any lender or proposed lender, and any purchaser or proposed purchaser of the Project that, except as may be represented by Landlord, this Lease is unmodified and in full force and effect, no Rent has been paid more than 30 days in advance, neither Tenant nor Landlord is in default under this Lease, no defenses or rights of offset under the Lease exist in favor of Tenant, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenantthat all Landlord’s business operations (and the Guarantor of this Lease, if Work required by this Lease be guaranteedis complete. Landlord will similarly, in connection with any lending or Transfer transaction, upon ten days written request from Tenant, execute an estoppel certificate in favor of Tenant's proposed lender or Transferee confirming (i) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect, or in full force and effect as modified, and that such rents have stating all modifications, (ii) the then‑current Basic Monthly Rent, (iii) the dates to which Basic Monthly Rent has been duly paid in advance, (iv) the amount of any security deposit, prepaid rent, or other payment constituting Rent which has been paid, and fully paid (v) whether or not to the best of Landlord's knowledge Tenant is in default under this Lease. The requirement for Tenant to execute and deliver to Landlord, the Estoppel Certificate, as required above, shall not be delayed, conditioned, or withheld for any reason; this requirement shall be an including the respective due dates immediately preceding the date independent covenant of Tenant under this Lease. If Tenant fails to execute and deliver to Landlord a requested estoppel certificate within ten days after its receipt of request therefor, then in addition to Landlord's other rights and remedies on account of such notice default, Tenant shall owe Landlord Additional Rent (which amount shall be payable upon demand) in an amount equal to $100.00 for each day beyond such ten-day period that it delays in the execution and shall constitute, delivery thereof (as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which daily sum may exist prior be increased from time-to-time pursuant to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameRules).

Appears in 1 contract

Samples: Office Lease Agreement (Evoke Pharma Inc)

Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to timeupon requested by Landlord, within ten (10) days following after written notice request by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing certifying certifying: (a) that this Lease is unmodified and in full force and effect effect, (or or, if there have been modificationsmodified, stating the nature of such modification and certifying that the same this Lease, as so modified, is in full force and effect and stating effect); (b) the modifications), and the date dates to which the annual rent Annual Basic Rent, Additional Rent and any other payments due hereunder from Tenant have been charges are paid in advance, if any, and stating whether or not ; (c) that there are defenses not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder or offsets claimed by specifying such defaults if any are claimed; (d) that Tenant has paid Landlord the maker Security Deposit, (e) the Commencement Date and the scheduled expiration date of the certificate Lease Term, (f) the rights (if any) of Tenant to extend or renew this Lease or to expand the Leased Premises and whether (g) the amount of Annual Basic Rent, Additional Rent and other charges currently payable under this Lease. In addition, such statement shall provide such other information and facts Landlord may reasonably require. Any such statement may be relied upon by any prospective or not to the best existing purchaser, ground lessee or mortgagee of knowledge all or any portion of the signer Property, as well as by any other assignee of such certificate the other party is in default in performance of any covenant agreement or condition contained Landlord's interest in this Lease, and if so, Specifying each . Tenant's failure to deliver such default of which the maker may have knowledge and if requested, statement within such financial information concerning time shall be conclusive upon Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteedi) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and effect, without modification except as may be represented by Landlord; (ii) that such rents have been duly and fully there are no uncured defaults in Landlord's performance hereunder; (iii) that Tenant has paid to an including Landlord the respective due dates immediately preceding Security Deposit; (iv) that not more than one month's installment or Annual Basic Rent or Additional Rent has been paid in advance; (v) that the Commencement Date and the scheduled expiration date of such notice the Lease Term are as stated therein, (vi) that Tenant has no rights to 20- 22 extend or renew this Lease or to expand the Leased Premises, (vii) that the Annual Basic Rent, Additional Rent and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing are as of set forth therein and (viii) that the date of such notice and, unless expressly consented to in writing by Landlord, other information and Tenant shall still remain liable for the samefacts set forth therein are true and correct.

Appears in 1 contract

Samples: Office Lease (Mobility Electronics Inc)

Estoppel Certificate. Each of Landlord and Tenant agree that each willshall, at any time and from time to time, within but no more frequently than twice per Lease Year, upon receipt of not less than ten (10) days following Business Days’ prior written notice by request from the other party hereto specifying that it is given pursuant to this Sectionhereto, execute, acknowledge and deliver to furnish an estoppel certificate executed by an appropriate officer with knowledge of the party who gave such notice, or its designate, a statement in writing matters set forth therein (an 104 “Estoppel Certificate”) certifying (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same this Lease is in full force and effect as modified and stating setting forth the modifications), ; (ii) the Rent and Additional Charges payable hereunder and the date dates to which the annual rent Rent and any other payments due hereunder from Tenant Additional Charges payable have been paid paid; (iii) that the address for notices to be sent to the party furnishing such Estoppel Certificate is as set forth in advancethis Lease (or, if anysuch address for notices has changed, and stating the correct address for notices to such party); (iv) whether or not there are defenses not, to its actual knowledge, such party or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party hereto is in default in the performance of any covenant covenant, agreement or condition contained in this Lease (together with, back-up calculation and information reasonably necessary to support the determination and calculation of the financial calculations required under this Lease, including, without limitation, the calculation of the Escalation amount and Tenant’s compliance with Section 23.3) and, if so, Specifying specifying each such default of which the maker such party may have knowledge knowledge; (v) that Tenant is in possession of the Leased Property; and if requested(vi) responses to such other questions or statements of fact as such other party, such financial information concerning Tenant and any ground or underlying landlord, any purchaser or any current or prospective Fee Mortgagee or Permitted Leasehold Mortgagee or Permitted Credit Facility Lender shall reasonably request. Landlord’s or Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a such statement in accordance with the provisions of this Section within said ten (10) business day period such time shall constitute an acknowledgmentacknowledgement by such failing party that, by the party given to such noticeparty’s knowledge, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that (x) this Lease is unmodified and in full force and effect except as may be represented to the contrary by the other party; (y) the other party is not in default in the performance of any covenant, agreement or condition contained in this Lease; and that (z) the other matters set forth in such rents have been duly request, if any, are true and fully paid correct. Any such certificate furnished pursuant to an including this Article XXIII may be relied upon by the respective due dates immediately preceding receiving party and any current or prospective Fee Mortgagee, Permitted Leasehold Mortgagee, Permitted Credit Facility Lender, ground or underlying landlord or purchaser of the date of such notice and shall constituteLeased Property. Each Guarantor or Tenant, as to any person entitled as aforesaid to rely upon such statementsthe case may be, waiver shall deliver a written notice within ten (10) Business Days of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as obtaining knowledge of the date occurrence of a default hereunder. Such notice shall include a detailed description of the default and the actions such notice andGuarantor or Tenant has taken or shall take, unless expressly consented if any, to in writing by Landlord, and Tenant shall still remain liable for the sameremedy such default.

Appears in 1 contract

Samples: Purchase Agreement (MGM Resorts International)

Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within Upon not less than ten (10) days following days’ prior written notice request by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designate, Landlord a statement in writing writing, which may be in the form attached hereto as Exhibit F or in another form reasonably similar thereto, or such other form as Landlord may provide from time to time, certifying all or any of the following: (i) that this Lease is unmodified and in full force and effect effect, (or ii) whether the term has commenced and Fixed Rent and Additional Rent have become payable hereunder and, if there so, the dates to which they have been modificationspaid, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not not, to the best of knowledge of the signer of such certificate the other party Tenant’s current actual knowledge, Landlord is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor terms of this Lease, if (iv) whether Xxxxxx has accepted possession of the Premises, (v) whether Xxxxxx has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim, (vi) whether, to Tenant’s current actual knowledge, there exist any offsets or defenses against enforcement of any of the terms of this Lease upon the part of Tenant to be guaranteedperformed, and (vii) such further information with respect to the Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant to this subsection 6.1.11 may be relied upon by any prospective purchaser or mortgagee of the Premises, or any prospective assignee of such mortgage. Tenant shall also deliver to Landlord such financial information as may be reasonably requested required by Landlord to be provided to any Mortgagee mortgagee or prospective mortgagee or purchaser. The failure purchaser of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such noticePremises; provided, however that nothing contained however, Tenant shall be required to provide only such financial information as is commercially reasonable. If Tenant fails to deliver the estoppel certificate within the required time period, and such failure continues for an additional five (5) days following a second written request from Landlord, then Tenant shall be obligated to pay to Landlord, as Additional Rent within twenty (20) days of demand, a fee in the provision amount of this Section shall constitute waiver by Landlord of any default $500.00 per day for each day that Tenant fails to deliver the requested estoppel in payment of rent or other charges existing as the period beginning on the day after the expiration of the date of such notice and, unless expressly consented to in writing by Landlordinitial 10-day period, and ending on the day Tenant shall still remain liable for actually delivers the same.estoppel. ​

Appears in 1 contract

Samples: Lease (Desktop Metal, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each will, Mortgagor agrees at any time and from time to time, within ten upon not less than fifteen (1015) days following written prior notice by the other party hereto specifying that it is given pursuant Mortgagee, to this Section, execute, acknowledge and deliver deliver, without charge, to the party who gave such notice, Mortgagee or its designateto any person designated by Mortgagee, a statement in writing certifying certifying: (i) that the First Mortgage and this Lease is Second Mortgage are unmodified and in full force and effect (or if there have been modifications, identifying the same by the date thereof and specifying the nature thereof); (ii) the principal amount then secured by the First Mortgage Note and the Discretionary Credit Note; (iii) the unpaid balance of the First Mortgage Note and Discretionary Credit Note; (iv) that Mortgagor has not received any notice of an Event of Default or notice of acceleration or foreclosure of the First Mortgage or this Second Mortgage (or if Mortgagor has received such a notice, that it has been revoked, if such be the case); (v) that to the knowledge of Mortgagor, no Event of Default exists under the First Mortgage, First Mortgage Note, this Second Mortgage, or the Discretionary Credit Note (or if any such Event of Default does exist, specifying the same and stating that the same has been cured, if that is in full force the case); (vi) that Mortgagor, to its knowledge, has no claims or offsets against Mortgagee (or if Mortgagor has any such claims, specifying the same); and effect and stating (vii) the modifications), and the date dates to which the annual rent principal, interest and any other payments due hereunder from Tenant sums and charges payable by Mortgagor pursuant to the First Mortgage Note and Discretionary Credit Note have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samepaid.

Appears in 1 contract

Samples: Medicalcv Inc

Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge, at any time and from time to time, within ten fifteen (1015) business days following written notice by the other party hereto specifying that it is given pursuant to this Sectionafter receipt of request no more than two (2) times per year from Landlord, execute, acknowledge and deliver to Landlord, and to any lender of Landlord (“Mortgagee”) or other party as may be designated by Landlord, a written estoppel certificate in form and substance as may be reasonably requested from time to time by Landlord, the other party who gave such noticeor any Mortgagee, certifying to the other party, any Mortgagee, any purchaser of Landlord's interest in all or any part of the Property, or its designateany other person or entity designated by the other party, a statement as of the date of such estoppel certificate, the following: (a) whether Tenant is in writing certifying that possession of the Property; (b) whether this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating effect; (c) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not any amendments to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each specifying such default amendments; (d) whether there are any then-existing setoffs or defenses against the enforcement of which the maker may have knowledge any rights hereunder, and if requestedso, specifying such financial information concerning Tenant and Tenant’s business operations matters in detail; (e) the dates, if any, to which any rent or other sums due hereunder have been paid in advance and the Guarantor amount of any security deposit held by Landlord; (f) that Tenant has no knowledge of any then-existing defaults of Landlord under this Lease, or if there are such defaults, specifying them in detail; (g) that Tenant has no knowledge of any event having occurred that authorized the termination of this Lease by Tenant, or if such event has occurred, specifying it in detail; (h) the address to which notices to Tenant should be guaranteedsent; and (i) as may be any and all other matters reasonably requested by Landlord, any Mortgagee and/or any other person or prospective mortgagee entity designated by Landlord. Any such estoppel certificate may be relied upon by the person or purchaserentity to whom it is directed or by any other person or entity that could reasonably be expected to rely on it in the normal course of business. The failure of either party Tenant to execute, acknowledge and deliver to the other such a statement certificate in accordance with the provisions of this Section within said ten fifteen (1015) business day period days after a request therefore by Landlord shall constitute an acknowledgment, acknowledgment by the party given such noticeTenant, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entity who would be entitled as aforesaid to rely upon any such statementscertificate, waiver of any defaults which may exist prior that such certificate as submitted by the requesting party to the date other party is true and correct, and the requesting party is hereby authorized to so certify. At Tenant's request, no more than one time per year, Landlord agrees to provide, within fifteen (15) business days of such notice; providedrequest, however that nothing contained a written estoppel certificate in the provision of this Section shall constitute waiver form and substance as may be reasonably requested by Landlord of any default in payment of rent or other charges existing Tenant certifying that, as of the date of such notice andestoppel certificate, unless expressly consented the following: (a) whether Tenant is in possession of the Property; (b) whether this Lease is in full force and effect; (c) whether there are any amendments to this Lease, and if so, specifying such amendments; (d) whether there are any then-existing setoffs or defenses against the enforcement of any rights hereunder, and if so, specifying such matters in writing detail; (e) the dates, if any, to which any rent or other sums due hereunder have been paid in advance and the amount of any security deposit held by Landlord; (f) that Landlord has no knowledge of any then-existing defaults of Tenant under this Lease, or if there are such defaults, specifying them in detail; (g) that Landlord has no knowledge of any event having occurred that authorized the termination of this Lease, or if such event has occurred, specifying it in detail; (h) the address to which notices to Landlord should be sent; and Tenant shall still remain liable for the same(i) any and all other matters reasonably requested by Tenant.

Appears in 1 contract

Samples: Agreement of Lease (Gse Systems Inc)

Estoppel Certificate. Landlord and Tenant agree that each willagrees, at any time time, and from time to time, within upon not less than ten (10) days following written prior notice by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designateLandlord, a statement in writing addressed to Landlord or other party designated by Landlord 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), stating the actual commencement and expiration dates of this Lease, stating the date dates to which the annual rent rent, and any other payments due hereunder from Tenant have been paid in advancecharges, if any, have been paid, that the Leased Premises have been completed on or before the date of such certificate and that all conditions precedent to this Lease taking effect have been carried out, that Tenant has accepted possession, that the lease term has commenced, Tenant is occupying the Leased Premises and is open for business, and stating whether or not there are defenses or offsets claimed exists any default by either party in the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement covenant, agreement, term, provision or condition contained in this Lease, and and, if so, Specifying specifying each such default of which the maker signer may have knowledge and the claims or offsets, if requestedany, claimed by Tenant; it being intended that any such financial information concerning statement delivered pursuant hereto may be relied upon by Landlord or a purchaser of Landlord's interest and by any mortgagee or prospective mortgagee of any mortgage affecting the Leased Premises or the Shopping Center. If Tenant does not deliver such statement to Landlord within such ten (10) day period, Landlord and any prospective purchaser or encumbrance holder may conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated except as otherwise represented by Landlord; (iii) that not more than one (1) month's Minimum Rent or other charges have been paid in advance; and (iv) that Landlord is not in default under the Lease. In such event, Tenant shall be estopped from denying the truth of such facts. Tenant shall also, on ten (10) days' written notice, provide an agreement in favor of and in the form customarily used by such encumbrance holder, by terms of which Tenant will agree to give prompt written notice to any such encumbrance holder in the event of any casualty damage to the Leased Premises or in the event of any default on the part of Landlord under this Lease, and will agree to allow such encumbrance holder a reasonable length of time after notice to cure or cause the curing of such default before exercising Tenant’s business operations (and the Guarantor 's right of self-help under this Lease, if any, or terminating or declaring a default under this Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the sameLease.

Appears in 1 contract

Samples: Lease Agreement (PSM Holdings Inc)

Estoppel Certificate. Landlord and Tenant agree that each willshall, at any time and from time to time, time and within ten (10) days following written notice after request therefor by or on behalf of the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to the party who gave such notice, Landlord or its designateAgent a written Estoppel Certificate in recordable form. The Estoppel Certificate shall certify to the Landlord, a statement its Mortgagee or other party designated by the Landlord, as of the date of such Estoppel Certificate that (a) the Tenant is in writing certifying possession of Leased Premises and is currently paying the Base Rent and Additional Rent reserved hereunder; (b) the following Lease dates are and have been established: the Commencement Date and Termination Date of the Lease and the date upon which the Tenant started to pay rent; (c) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same is are in full force and effect as modified and stating the setting forth such modifications), and the date to which the annual rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not ; (d) that there are no existing set-offs or defenses against the enforcement of any rights or offsets claimed by the maker remedies of the certificate and whether Landlord, or not to the best of knowledge any duty or obligation of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this LeaseTenant, hereunder, and if so, Specifying each specify the same in detail; and (e) that the Tenant has no knowledge of any event having occurred that will authorize the termination of this Lease by the Tenant, or that the Tenant has no knowledge of any uncured defaults on the part of the Landlord under this Lease, or if the Tenant has such default of which knowledge, specifying the maker may have knowledge same in detail. In the event that the Tenant does not execute and if requesteddeliver such Estoppel Certificate as required herein, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor then this Article 11, for purposes of this Lease, if this Lease shall be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgmentIrrevocable Power of Attorney, by appointing and designating the party given such noticeLandlord, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified its successors and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constituteassignees, as the Tenant’s attorney-in-fact to any person entitled execute and deliver such Estoppel Certificates as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; herein provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.

Appears in 1 contract

Samples: Lease (ADS Tactical, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each willshall, without charge, at any time and from time to time, within ten (10) 10 business days following written notice after request therefor by the other party hereto specifying that it is given pursuant to this SectionLandlord, execute, acknowledge and deliver to Landlord a written estoppel certificate certifying, as of the party who gave date of such noticeestoppel certificate, or its designate, a statement in writing certifying the following: (i) that this Lease is unmodified and in full force and effect (or if there have been modificationsmodified, that the same this Lease is in full force and effect as modified and stating the setting forth such modifications); (ii) that the Term has commenced (and setting forth the Commencement Date and Expiration Date); (iii) that Tenant is presently occupying the Premises; (iv) the amounts of Basic Rent and Additional Rent currently due and payable by Tenant; (v) that any Tenant Work or Alterations required by this Lease to have been made by Landlord have been made to the satisfaction of Tenant; (vi) that there are no existing set-offs, and charges, liens, claims or defenses against the date enforcement of any right hereunder, including, without limitation, Basic Rent or Additional Rent (or, if alleged, specifying the same in detail); (vii) that no Basic Rent (except the first installment thereof) has been paid more than 30 days in advance of its due date; (viii) that Tenant has no knowledge of any then uncured default by Landlord of its obligations under this Lease (or, if Tenant has such knowledge, specifying the same in detail); (ix) that Tenant is not in default; (x) that the address to which notices to Tenant should be sent is as set forth in this Lease (or, if not, specifying the annual rent correct address); and (xi) any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant agreement or condition contained in this Lease, and if so, Specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be certifications reasonably requested by any Mortgagee or prospective mortgagee or purchaserLandlord. The failure of either party In the event Tenant fails to execute, acknowledge and deliver to the other a statement in accordance with the provisions of Landlord an estoppel certificate as required by this Section within said ten (10) business the specified 10 business-day period period, Tenant shall constitute an acknowledgment, by be conclusively presumed to have adopted and affirmed the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any default in payment of rent or other charges existing as contents of the date form of such notice and, unless expressly consented estoppel certificate delivered to in writing Tenant by Landlord, and Tenant shall still remain liable for any prospective mortgagee, purchaser, or other third-party may rely on the sameaccuracy of such estoppel certificate as if executed and affirmed by Tenant.

Appears in 1 contract

Samples: Office Lease (Zscaler, Inc.)

Estoppel Certificate. Landlord and Tenant agree that each will, at At any time and from time to time, within upon not less than ten (10) days following written prior notice by Landlord, the other party hereto specifying that it is given pursuant "Superior Lessor," or the "Superior Mortgagee" (as both are herein after defined) to this SectionTenant, Tenant shall comply with, execute, acknowledge and deliver in writing addressed to such party as designated by Landlord or the Superior Lessor or the Superior Mortgagee, as the case may be (hereinafter collectively called the "Requesting Party"), certifying to the party who gave such notice, or its designate, a statement in writing certifying following: (i) that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same Lease is in full force and effect effect, as modified, and stating the modifications); (ii) whether the Term has commenced and Minimum Rent, and Additional Rent have become payable hereunder and, if so, the date dates to which the annual rent and any other payments due hereunder from Tenant they have been paid in advance, if any, and stating paid; (iii) whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party Landlord is in default in performance of any covenant agreement or condition contained in of the terms of this Lease, and if so, Specifying specifying each such default of which the maker sxxxxx may have knowledge; (iv) whether Tenant has accepted possession of the Premises; (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim; (vi) whether there are any offsets or defenses existing against enforcement of any of the terms of this Lease upon the part of Tenant to be performed, and, if so, specifying same; (vii) either that Tenant does not know of any default in the performance of any provisions of this Lease or specifying any default of which Tenant may have knowledge and if requestedstating what action is taken or proposes to take with respect thereto; (viii) that, such financial information concerning to the best knowledge of Tenant, there are no proceedings pending or threatened against Tenant and Tenant’s business operations (and the Guarantor of this Leasebefore or by an court or administrative agency which, if adversely decided, would materially and adversely effect the financial condition or operations of Tenant, or, if any such proceedings are pending or threatened to the best knowledge of Tenant, specifying and describing same; and (ix) such further information with respect to the Lease or the Premises as the Requesting Party may reasonably request or require, it being intended that any such statement delivered pursuant to this Lease be guaranteed) as Section 13.01 may be reasonably requested relied upon by any prospective purchaser of the Premises or any part thereof or the interest of Landlord in any part thereof, by any prospective Superior Mortgagee or any prospective mortgagee Superior Lessor, or purchaserby any prospective assignees of such parties. The failure of either party Tenant to execute, acknowledge and deliver to the other provide a complete statement in accordance with the provisions of this Section 13.01 within said the required ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to an including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of any a default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the samehereunder.

Appears in 1 contract

Samples: Lease Agreement (NAS Acquisition Inc)

Estoppel Certificate. Landlord and Section 28.01. Tenant agree that each willagrees, at any time time, and from time to time, within ten upon not less than seven (107) days following written prior notice by the other party hereto specifying that it is given pursuant Landlord, to this Section, execute, acknowledge and deliver to the party who gave such notice, or its designateLandlord, a statement in writing addressed to Landlord or Landlord's designee 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 stating the date dates to which the annual Fixed Rent and additional rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in certificate, there exists any default in the performance of any covenant agreement covenant, agreement, term, provision or condition contained in this Lease, and any claim or offset in favor of the Tenant, and, if any, specifying each such default, claim or offset in favor of the Tenant, of which signer may have knowledge, and stating whether or not, to the best knowledge of the signer, any event has occurred which with the giving of notice or the passage of time or both, would constitute such a default and, if so, Specifying specifying each such default event, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty which may be relied upon, regardless of which independent investigation, by Landlord and others with whom Landlord may be dealing including, without limitation, any purchaser or prospective purchaser of the maker may have knowledge and if requested, such financial information concerning Tenant and Tenant’s business operations (and Land and/or the Guarantor of this Building and/or Landlord's interest under any Superior Lease, if this Lease be guaranteed) as may be reasonably requested and by any Mortgagee mortgagee or prospective mortgagee or purchaserof any Superior Mortgage and/or Landlord's interest in any Superior Lease, and by any landlord under a Superior Lease. The failure of either party Landlord agrees, upon not less than fifteen (15) days prior written notice by Tenant, to execute, acknowledge and deliver to the other Tenant, a statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing writing addressed to acquire an interest in the Building or any party thereof or the Premises or this Lease from or through the other party, Tenant certifying that this Lease is unmodified and in full force and effect and that such rents (or, if there have been duly modifications, that the same is in full force and fully effect as modified, and stating the modifications), stating the dates to which Fixed Rent and additional rent have been paid and stating whether or not to an including the respective due dates immediately preceding best knowledge of the date signer of such notice and shall constitutecertificate after due inquiry, as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however that nothing contained in the provision of this Section shall constitute waiver by Landlord of there exists any default in payment the performance of rent any covenant, agreement, term, provision or other charges existing as condition contained in this Lease, and any claim or offset, and, if any, specifying each such default, claim or offset of which signer may have knowledge, and stating whether or not, to the best knowledge of the date signer, any event has occurred which with the giving of notice or the passage of time, or both, would constitute such notice a default and, unless expressly consented if so, specifying each such event, it being intended that any such statement may be relied upon, regardless of independent investigation, by others with whom Tenant may be dealing including, without limitation, Tenant's lender or any purchaser of Tenant's business. Notwithstanding anything contained herein to in writing by Landlordthe contrary, and Tenant shall still remain liable for only be entitled to such certificate from Landlord in connection with a merger, acquisition or the samesale of all or substantially all of the assets or business of Tenant.

Appears in 1 contract

Samples: Lease (Ogara Co /Oh/)

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