Estoppel Certificates Sample Clauses

Estoppel Certificates. (a) The Borrower, within ten (10) days after the Administrative Agent’s request, shall furnish to the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notes, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request. (b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.

Estoppel Certificates. Tenant will from time to time, within fifteen (15) days after being requested to do so by Landlord, execute, acknowledge and deliver to Landlord (or, at Landlord’s request, to any existing or prospective purchaser, transferee, assignee or mortgagee of any or all of the Premises, the Project, any interest therein or any of Landlord’s rights under this Lease) an instrument in recordable form, certifying: (i) that this Lease is unmodified and in full force and effect (or, if there has been any modifications thereof, that it is in full force and effect as so modified, stating therein the nature of such modifications); (ii) as to the dates to which the Base Rent and any Additional Rent and any other charges arising hereunder have been paid; (iii) as to the amount of any prepaid Rent or any credit due to Tenant hereunder; (iv) that Tenant has accepted possession of the Premises, and the date on which the Term of this Lease commenced; (v) as to whether, to the best of the Tenant’s knowledge, 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 (vi) as to any other fact or condition reasonably requested by Landlord or such other addressee. Such instrument shall contain an express acknowledgment that the statements contained therein are being relied upon by Landlord and any such other addressee. Landlord will from time to time, within fifteen (15) days after being requested to do so by Tenant, execute, acknowledge and deliver to Tenant (or, at Tenant’s request, to a third party prospective or permitted assignee or sublessee) an instrument certifying (i) that this Lease is unmodified and in full force and effect (or, if there has been any modifications thereof, that it is in full force and effect as so modified, stating therein the nature of such modifications); (ii) as to the dates to which the Base Rent and any Additional Rent and any other charges arising hereunder have been paid; (iii) as to the amount of any prepaid Rent or any credit due to Tenant hereunder; (iv) as to whether, to the best of the Landlord’s knowledge, 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 (v) as to any other fact or condition reasonably requested by Tenant or such other addressee. Such instrument shall contain an express acknowledgment that the statements contained therein are being relied upon...

Estoppel Certificates. Tenant or Landlord (the “responding party”), as applicable, shall at any time and from time to time, within ten (10) business days after written request by the other party (the “requesting party”), execute, acknowledge and deliver to the requesting party a certificate in writing stating: (i) that this Lease is unmodified and in full force and effect, or if there have been any modifications, that this Lease is in full force and effect as modified and stating the date and the nature of each modification; (ii) the date to which rental and all other sums payable hereunder have been paid; (iii) that the requesting party is not in default in the performance of any of its obligations under this Lease, that the certifying party has given no notice of default to the requesting party and that no event has occurred which, but for the expiration of the applicable time period, would constitute an event of default hereunder, or if the responding party alleges that any such default, notice or event has occurred, specifying the same in reasonable detail; and (iv) such other matters as may reasonably be requested by the requesting party or by any institutional lender, mortgagee, trustee, beneficiary, ground lessor, sale/leaseback lessor or prospective purchaser of the Center, or prospective sublessee or assignee of this Lease. Any such certificate provided under this Section 15.3 may be relied upon by any lender, mortgagee, trustee, beneficiary, assignee or successor in interest to the requesting party, by any prospective purchaser, by any purchaser on foreclosure or sale, by any grantee under a deed in lieu of foreclosure of any mortgage or deed of trust on the Property, by any subtenant or assignee, or by any other third party. Failure to execute and return within the required time any estoppel certificate requested hereunder, if such failure continues for five (5) days after a second written request by the requesting party for such estoppel certificate, shall be deemed to be an admission of the truth of the matters set forth in the form of certificate submitted to the responding party for execution.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (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 date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. (a) The Seller shall have delivered to the Purchaser executed estoppel certificates from the lessor named in each of the Third Party Leases, Affiliate Leases, and the General Booth lease, dated not more than twenty (20) days prior to the Closing Date, stating, with respect to each such lease: (a) whether there have been any amendments, modifications or supplements of any kind to such lease; (b) that such lease is in full force and effect; (c) the commencement and expiration dates of such lease; (d) that the Seller or the Affiliate is not in violation of or in default under such lease and that the lessor thereunder has no claims against the Seller or the Affiliate; (e) the amount of and the date through which all fixed rent and any additional rent have been paid under such lease; (f) that no fixed rent or additional rent has been prepaid for more than one month in advance; (g) that such lessor consents to the assignment or sublease of such lease to the Purchaser (if such consent is required) and consents to the assignment of an option to purchase (if such consent is required); and (h) such other matters as the Purchaser may reasonably request. (b) Notwithstanding any provision of Sections 9.4 or 9.5 hereof, in the event that Seller is unable to obtain any Approval required for Purchaser to take possession of a Store or Consignment Leased Store at Closing, such that Purchaser cannot operate such Store or Consignment Leased Store in the ordinary course of business on the Closing Date, the Parties shall nevertheless be obligated to close and the Purchase Price shall be reduced by the amount of Schedule 9.5 for each such Store or Consignment Leased Store. If, during the six (6) month period after the Closing Date, Seller is able to deliver any such Store to Purchaser, fully operational and otherwise in accordance with the terms of this Agreement, Purchaser shall be obligated to close on such Store or Consignment Leased Store for a purchase price equal to the amount the Purchase Price was reduced with respect to such Store or Consignment Leased Store, and shall enter into a Third Party Sublease for the rent specified on Schedule 3.2.

Estoppel Certificates. (a) Lessee shall, without charge, at any time and from time to time, within 15 days of request therefor by Lessor, execute, acknowledge and deliver a written estoppel certificate certifying, as of the date of such estoppel certificate, the following: (i) whether or not this Facility Lease is unmodified and in full force and effect (or if there has been a modification, that the Facility Lease is in full force and effect as modified and setting forth such modifications); (ii) whether or not the Commercial Operation Date has occurred, and the full rental is now accruing; (iii) the amounts of Base Rent and Supplemental Rent currently due and payable by Lessee; (iv) whether or not any Base Rent has been paid more than 30 days in advance of its due date; (v) that Lessee has no knowledge of any then uncured defaults by Lessor of its obligations under this Facility Lease (or, if Lessee has such knowledge, specifying the same in detail); (vi) the address to which notices to Lessee should be sent; and (vii) any other information reasonably requested by Lessor. (b) Lessor shall, without charge, at any time and from time to time, within 15 days of request therefor by Lessee, execute, acknowledge and deliver a written estoppel certificate certifying to any lender or accountant of Lessee, any prospective assignee or sublessee hereof (if such assignment or sublease is permitted pursuant to the terms hereof), or other entity or person acquiring all or part of Lessee’s business (which acquisition is not deemed an assignment or if deemed an assignment is permitted pursuant to the terms hereof), as of the date of such estoppel certificate, the following: (i) whether or not this Facility Lease is unmodified and in full force and effect (or if there has been a modification, that the Facility Lease is in full force and effect as modified and setting forth such modifications); (ii) whether or not the Commercial Operation Date has occurred, and the full rental is now accruing; (iii) the amounts of Base Rent and Supplemental Rent currently due and payable by Lessee; (iv) whether or not any Base Rent has been paid more than 30 days in advance of its due date; (v) that Lessor has no knowledge of any then uncured defaults by Lessee of its obligations under this Facility Lease (or, if Lessor has such knowledge, specifying the same in detail); (vi) the address to which notices to Lessor should be sent; and (vii) any other information reasonably requested by Lessee.

Estoppel Certificates. (a) Each Party (as "RESPONDING PARTY") shall within ten (10) days after written notice from the other Party (the "REQUESTING PARTY") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "ESTOPPEL CERTIFICATE" form published by the American Industrial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such ten day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) if Lessor is the Requesting Party, not more than one month's Rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including, but not limited to, Lessee's financial statements for the past three (3) years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

Estoppel Certificates. Either party to this Lease will, at any time, upon not less than ten (10) business days prior request by the other party, execute, acknowledge and deliver to the requesting party a statement in writing, executed by an executive officer of such party, certifying that: (a) this Lease is unmodified (or if modified then disclosure of such modification shall be made); (b) this Lease is in full force and effect; (c) the date to which the Rent and other charges have been paid; and (d) to the knowledge of the signer of such certificate that the other party is not in default in the performance of any covenant, agreement or condition contained in this Lease, or if a default does exist, specifying each such default of which the signer may have knowledge. It is intended that any such statement delivered pursuant to this Article may be relied upon by any prospective purchaser or mortgagee of the Leased Premises or any assignee of such mortgagee or a purchaser of the leasehold estate.

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificat...