Common use of Estoppel Certificates; Financial Statements Clause in Contracts

Estoppel Certificates; Financial Statements. (a) Tenant will from time to time, within twenty (20) days after written request by Landlord (which request will be made in accordance with Section 24.16), execute and deliver an estoppel certificate in form satisfactory to Landlord or its designees which will certify (except as may be truthfully and accurately noted to the contrary by Tenant therein) such information that is available to Tenant concerning this Lease or Tenant or its Affiliates as Landlord or its designees may request. Tenant understands that Landlord's timely receipt of these Estoppel certificates may be critical and Tenant agrees that if it fails to execute and deliver estoppel certificates as required, Landlord's good faith representations concerning the matters covered by the estoppel certificate will conclusively be presumed to be correct and binding on Tenant and its Affiliates. (b) Within ninety (90) days after the end of each fiscal year of Tenant that falls within the term of this Lease, Tenant will prepare and/or obtain, at no cost or expense to Landlord, annual audited financial statements for Tenant and any assignee of this Lease and any sublessee of more than 30,000 square feet in the Building (including, without limitation, a balance sheet, income statement and statement of sources and uses of funds) prepared in accordance with generally accepted accounting principles and signed by an independent certified public accountant (the "Financial Statements"). Within ten (10) days after Landlord's written request from time to time, Tenant shall deliver to Landlord (and if requested, to Landlord's Mortgagees) copies of the most recent annual and quarterly Financial Statements, whether or not audited (provided, however, that for so long as Tenant and/or the assignee and/or the sublessee is a public company, such public company shall not be required to release its Financial Statements to Landlord or Landlord's Mortgagees until it releases them or is permitted to release them to the public, whichever is earlier).

Estoppel Certificates; Financial Statements. Tenant shall within seven (7) business days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) Tenant will 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, and (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 Building or the Project or a purchaser of the Building or the Project from time Landlord. Tenant’s failure to time, within twenty (20) days after written request by Landlord (which request will be made in accordance with Section 24.16), execute and deliver an estoppel certificate within seven (7) business days after delivery of Landlord’s written request therefor shall be conclusive upon Tenant (a) that this Lease is in form satisfactory to Landlord or its designees which will certify (full force and effect, without modification except as may be truthfully represented by Landlord, (b) that there are now no uncured defaults in Landlord’s performance and accurately noted to the contrary by Tenant therein(c) such information that is available to Tenant concerning this Lease or Tenant or its Affiliates as Landlord or its designees may request. Tenant understands that Landlord's timely receipt of these Estoppel certificates may be critical and Tenant agrees that if it fails to execute and deliver estoppel certificates as required, Landlord's good faith representations concerning the matters covered by the estoppel certificate will conclusively be presumed to be correct and binding on Tenant and its Affiliatesno Rent has been paid in advance. (bii) Within ninety (90) days after Deliver to Landlord the end of each fiscal year of Tenant that falls within the term of this Lease, Tenant will prepare and/or obtain, at no cost or expense to Landlord, annual audited current financial statements for Tenant of Tenant, and any assignee financial statements of this Lease and any sublessee the two (2) years prior to the current financial statements year, with an opinion of more than 30,000 square feet in the Building (includinga certified public accountant, without limitation, including a balance sheetsheet and profit and loss statement for the most recent prior year, income statement and statement of sources and uses of funds) all prepared in accordance with generally accepted accounting principles and signed by an independent certified public accountant (the "Financial Statements"). Within ten (10) days after Landlord's written request from time to time, Tenant shall deliver to Landlord (and if requested, to Landlord's Mortgagees) copies of the most recent annual and quarterly Financial Statements, whether or not audited (consistently applied; provided, however, that for so long as if Tenant and/or the assignee and/or the sublessee is a public company, such public company shall not be required to release its Financial Statements file public financial statements with the U.S. Securities and Exchange Commission (“SEC”), then the providing by Tenant to Landlord or Landlord's Mortgagees until it releases them or is permitted to release them to of all financial statements filed with the public, whichever is earlierSEC shall fulfill Tenant’s obligations under this Paragraph 29(ii).

Estoppel Certificates; Financial Statements. (a) Tenant will from time to time, within twenty (20) days after written request by Landlord (which request will be made in accordance with Section 24.16), execute and deliver an estoppel certificate in form satisfactory to Landlord or its designees which will certify (except as may be truthfully and accurately noted to the contrary by Tenant therein) such information that is available to Tenant concerning this Lease or Tenant or its Affiliates as Landlord or its designees may request. Tenant understands that Landlord's timely receipt of these Estoppel certificates may be critical and Tenant agrees that if it fails to execute and deliver estoppel certificates as required, Landlord's good faith representations concerning the matters covered by the estoppel certificate will conclusively be presumed to be correct and binding on Tenant and its Affiliates. (b) Within ninety (90) days after the end of each fiscal year of Tenant that falls within the term of this Lease, Tenant will prepare and/or obtain, at no cost or expense to Landlord, annual audited financial statements for Tenant and any assignee of this Lease and any sublessee of more than 30,000 60,000 square feet in the Building (including, without limitation, a balance sheet, income statement and statement of sources and uses of funds) prepared in accordance with generally accepted accounting principles and signed by an independent certified public accountant (the "Financial Statements"). Within ten (10) days after Landlord's written request from time to time, Tenant shall deliver to Landlord (and if requested, to Landlord's Mortgagees) copies of the most recent annual and quarterly Financial Statements, whether or not audited (provided, however, that for so long as Tenant and/or the assignee and/or the sublessee is a public company, such public company shall not be required to release its Financial Statements to Landlord or Landlord's Mortgagees until it releases them or is permitted to release them to the public, whichever is earlier).

Estoppel Certificates; Financial Statements. (a) Section 1. Tenant will shall, without charge, at any time and from time to time, within twenty ten (2010) days, request therefor by Landlord, execute, acknowledge, and deliver a written estoppel certificate certifying, as of the date of such estoppel certificate, the following: (a) whether or not this Lease is unmodified and in full force and effect (or if there has been a modification, that the Lease is in full force and effect as modified and setting forth such modifications); (b) whether or not the Term has commenced and the full rental is now accruing; (c) the amounts of Monthly Base Rent and Additional Rent currently due and payable by Tenant; (d) that no Monthly Base Rent (except the first installment thereof) has been paid more than thirty (30) days in advance of its due date; (e) whether or not Tenant has accepted possession of the Premises and is currently operating its business therein; (f) that Tenant has no knowledge of any then uncured defaults by Landlord of its obligations under this Lease (or, if Tenant has such knowledge, specifying the same in detail); (g) the address to which notices to Tenant should be sent; and (h) other information reasonably requested by Landlord. Section 2. Tenant covenants and agrees that, at any time, within thirty (30) days after written request notice and demand by Landlord (which request will be made in accordance with Section 24.16), execute and deliver an estoppel certificate in form satisfactory to Landlord or its designees which will certify (except as may be truthfully and accurately noted to the contrary by Tenant therein) such information that is available to Tenant concerning this Lease or Tenant or its Affiliates as Landlord or its designees may requestLandlord. Tenant understands that Landlord's timely receipt shall furnish Landlord financial statements as of these Estoppel certificates may be critical and Tenant agrees that if it fails to execute and deliver estoppel certificates as required, Landlord's good faith representations concerning the matters covered by the estoppel certificate will conclusively be presumed to be correct and binding on Tenant and its Affiliates. (b) Within ninety (90) days after the end of each fiscal Tenant’s last year of Tenant that falls within the term of this Lease, Tenant will prepare and/or obtain, at no cost or expense to Landlord, annual certified by Tenant’s chief financial officer and audited financial statements for Tenant and any assignee of this Lease and any sublessee of more than 30,000 square feet in the Building (including, without limitation, a balance sheet, income statement and statement of sources and uses of funds) prepared in accordance with generally accepted accounting principles and signed by an independent certified public accountant (the "Financial Statements"). Within ten (10) days after Landlord's written request from time to timewho shall issue an accountant’s audit report in conjunction with such audit, and Tenant shall deliver to Landlord (and if requested, to Landlord's Mortgagees) copies of the most recent annual and quarterly Financial Statements, whether or not audited (provided, however, that for so long as Tenant and/or the assignee and/or the sublessee is a public company, such public company shall not be required to release its Financial Statements to Landlord or Landlord's Mortgagees until it releases them or is permitted to release them consents to the public, whichever is earlier)delivery of same by Landlord to lenders or prospective lenders or purchasers of all or part or the Building or the Land or of any interest in the deed of trust encumbering the Building or the Land.

Estoppel Certificates; Financial Statements. (a) Tenant will from time to time, within twenty (20) days after written request by Landlord (which request will be made in accordance with Section 24.16), execute and deliver an estoppel certificate in form satisfactory to Landlord or its designees which will certify (except as may be truthfully and accurately noted to the contrary by Tenant therein) such information that is available to Tenant concerning this Lease or Tenant or its Affiliates as Landlord or its designees may request. Tenant understands that Landlord's timely receipt of these Estoppel certificates may be critical and Tenant agrees that if it fails to execute and deliver estoppel certificates as required, Landlord's good faith representations concerning the matters covered by the estoppel certificate will conclusively be presumed to be correct and binding on Tenant and its Affiliates.may (b) Within ninety (90) days after the end of each fiscal year of Tenant that falls within the term of this Lease, Tenant will prepare and/or obtain, at no cost or expense to Landlord, annual audited financial statements for Tenant and any assignee of this Lease and any sublessee of more than 30,000 square feet in the Building (including, without limitation, a balance sheet, income statement and statement of sources and uses of funds) prepared in accordance with generally accepted accounting principles and signed by an independent certified public accountant (the "Financial Statements"). Within ten (10) days after Landlord's written request from time to time, Tenant shall deliver to Landlord (and if requested, to Landlord's Mortgagees) copies of the most recent annual and quarterly Financial Statements, whether or not audited (provided, however, that for so long as Tenant and/or the assignee and/or the sublessee is a public company, such public company shall not be required to release its Financial Statements to Landlord or Landlord's Mortgagees until it releases them or is permitted to release them to the public, whichever is earlier).

Estoppel Certificates; Financial Statements. 17.1 Within ten (a10) business days following a request in writing by Landlord, Tenant will from time shall execute, acknowledge and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be substantially in the form of Exhibit F, attached hereto (or such other form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, within and shall also contain any other information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. 17.2 Within twenty (20) days after written a request by Landlord (which request will be made in accordance with Section 24.16), execute and deliver an estoppel certificate in form satisfactory to Landlord or its designees which will certify (except as may be truthfully and accurately noted to the contrary by Tenant therein) such information that is available to Tenant concerning this Lease or Tenant or its Affiliates as Landlord or its designees may request. Tenant understands that from Landlord's timely receipt of these Estoppel certificates may be critical and Tenant agrees that if it fails to execute and deliver estoppel certificates as required, Landlord's good faith representations concerning the matters covered by the estoppel certificate will conclusively be presumed to be correct and binding on Tenant and its Affiliates. (b) Within ninety (90) days after the end of each fiscal year of Tenant that falls within the term of this Lease, Tenant will prepare and/or obtainshall provide Landlord with its most recent Cash Flow Statement, at no cost or expense to LandlordBalance Sheet, annual audited financial statements for Tenant and any assignee of this Lease and any sublessee of more than 30,000 square feet in the Building (including, without limitation, a balance sheet, income statement and statement of sources and uses of funds) Summary Income Statement prepared in accordance with generally accepted accounting principles and signed certified by an independent certified public accountant (a CPA or by the "Financial Statements"). Within ten (10) days after CFO of Tenant. 17.3 Prior to disclosing any financial information to Landlord's written request from time to time, Tenant shall deliver have the right to Landlord (and if requestedrequire that Landlord, to the lender or a potential lender of Landlord's Mortgagees) copies , any purchaser or potential purchaser of the most recent annual Project execute a confidentiality agreement in form mutually and quarterly Financial Statementsreasonably acceptable to Tenant and Landlord. Notwithstanding any provision hereof to the contrary, whether or not audited (provided, however, that for so long as Tenant and/or the assignee and/or the sublessee is a public company, such public company Landlord shall not be required request a financial statement from Tenant more than twice in any twelve (12) month period during the Term, unless same was delivered at the request of the lender or any potential of Landlord, any purchaser or potential purchaser of the Project or in response to release its Financial Statements a default by Tenant under this Lease. 17.4 Failure of Tenant to Landlord timely execute, acknowledge and deliver such estoppel certificate or Landlord's Mortgagees until it releases them or is permitted to release them to other instruments shall constitute an acceptance of the publicPremises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, whichever is earlier)without exception.