Estoppel Requirement. Subject to the further terms of this Article 6, it shall be a condition to Closing that Purchaser shall have received an executed estoppel certificate from the Tenant listed on Exhibit B hereto (a "Tenant Estoppel"). Seller agrees to use commercially reasonable best efforts to obtain the Tenant Estoppel. In the event that Seller is unable to deliver the required Tenant Estoppel by the Closing Date, Purchaser may either: (a) elect not to purchase the Property, at which time the Exxxxxx Money (including any accrued interest thereon) shall be returned to Purchaser and this Contract shall be null and void and neither party shall have any further rights or obligations under this Contract, except for the Surviving Obligations; or (b) elect to purchase the Property notwithstanding Purchaser's failure to receive the required Tenant Estoppel, in which event Purchaser shall be deemed to have waived the condition contained in this Section 6.1.1 (and Purchaser's failure to elect option (b) above in writing prior to Closing shall be deemed an election of option (a)). Seller agrees to use commercially reasonable efforts to obtain an estoppel certificate from Backbone Entertainment under its Sublease (it being understood and agreed that (i) it shall not be a condition to Purchaser's obligation to Closing that Purchaser shall have received an estoppel certificate from Backbone Entertainment, and (ii) Seller shall not be required to expend any funds or incur any liability whatsoever to obtain such estoppel certificate from Backbone Entertainment).

Estoppel Requirement. Subject to the further terms of this Article 6, it shall be a condition to Closing that Purchaser shall have received an executed estoppel certificate (the "REA Estoppel") from the owner of Parcel B under the REA. In the event that Seller is unable to deliver the REA Estoppel by the Closing Date, then, in any such event, Purchaser may either: (a) elect not to purchase the Property, at which time the Exxxxxx Money (including any accrued interest thereon) shall be returned to Purchaser and this Contract shall be null and void and neither party shall have any further rights or obligations under this Contract, except for the Surviving Obligations; or (b) elect to purchase the Property notwithstanding Purchaser's failure to receive the REA Estoppel, in which event Purchaser shall be deemed to have waived the condition contained in this Section 6.2.1 (and Purchaser's failure to elect option (b) above in writing prior to Closing shall be deemed an election of option (a)).

Estoppel Requirement. As a condition to Purchaser's obligation to close this transaction, Purchaser shall have received executed and current (i.e. dated not earlier than July 1, 2004) estoppel letters (each such certificate, an "Estoppel Letter") from (i) all Tenants of the Property whose individual leased premises comprise at least 10,000 rentable square feet or more (the "Major Tenants"); and (ii) Tenants of the Property whose leased premises comprise at least eighty five percent (85%) of that portion of the rentable floor area of each separate Center occupied by Tenants who are not Major Tenants. In the event that Sellers are unable to provide to Purchaser the required Estoppel Letters on or before August 4, 2004, Purchaser may either: (a) elect not to purchase the Interests, at which time the Deposit shall be returned to Purchaser and this Agreement shall be null and void and neither party shall have any further rights or obligations under this Agreement, except for the indemnity obligations and other obligations which by the express terms hereof survive termination; or (b) elect to purchase the Interests notwithstanding Purchaser's failure to receive the required Estoppel Letters, in which event Purchaser shall be deemed to have waived the condition contained in this Section 6.1 (and Purchaser's failure to elect option (b) above in writing prior to Closing shall be deemed an election of option (a)), provided however that Sellers shall have the right to adjourn the Closing for up to fifteen (15) days in the aggregate, upon written notice to Purchaser, in order to obtain the required Estoppel Letters.

Estoppel Requirement. Purchaser shall have received all Estoppel Certificates (or the Seller Tenant Estoppel Certificates, Seller Lender Estoppel Certificates or Seller CER Estoppel Certificates, if applicable).

Estoppel Requirement. For each Wholly Owned Property to be included in such Closing, the Purchaser shall have received Clean Estoppel Certificates from each Anchor at such Property and from tenants under Leases at such Property relating to, in the aggregate, at least sixty-five percent (65%) of the occupied "in-line" (i.e., non-Anchor) space at such Property (the "Estoppel Requirement"). If the Purchaser has received Clean Estoppel Certificates from each Anchor and from tenants under Leases relating to at least fifty percent (50%) of the occupied in-line space at a Property, CFCL may elect to satisfy the Estoppel Requirement by delivering a Seller Estoppel Certificate in the form attached hereto as Exhibit O (each, a "Seller Estoppel Certificate") as a substitute for any remaining Estoppel Certificates that have not been obtained and are necessary to meet the Estoppel Requirement. The term "Clean Estoppel Certificate" means an Estoppel Certificate that does not reveal (i) any material landlord/owner breach or default that has not been cured by the applicable Closing or (ii) any change in the economic terms of the subject Lease or REA arrangement from those previously disclosed to the Purchaser and which materially adversely affects the financial obligations of the landlord/owner under the subject agreement; the parties acknowledging that statements or qualifications by a tenant in the nature of reservations of rights will not, by themselves, cause an Estoppel Certificate to fail to qualify as a Clean Estoppel Certificate.

Related to Estoppel Requirement

Additional Requirements As a condition precedent to the execution and Delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of an ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of ADRs or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of the representative ADR, if applicable, the Deposit Agreement and applicable law.
Submittal Requirements To comply with Subsection 4.1, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section.
General Requirement Any notice, election, demand, request, consent, approval, or other communication required or permitted to be given under this Contract shall be in writing signed by an officer or duly authorized representative of the party making same and shall be delivered personally or shall be sent by certified or statutory mail, postage prepaid, return receipt requested, shall be effective as of the date on which it is received or would have been received but for the refusal of the addressee to accept delivery, and shall be addressed as shown in the Contract. The persons and addresses to which notices should be given may be changed by notice given in accordance with this Article.
General Requirements The Contractor hereby agrees:
CONTRACT COMPLIANCE REQUIREMENT The HUB requirement on this Contract is 0%. The student engagement requirement of this Contract is 0 hours. The Career Education requirement for this Contract is 0 hours. Failure to achieve these requirements may result in the application of some or all of the sanctions set forth in Administrative Policy 3.10, which is hereby incorporated by reference.
Minimum Vendor Legal Requirements Vendor shall remain aware of and comply with this Agreement and all local, state, and federal laws governing the sale of products/services offered by Vendor under this contract. Such applicable laws, ordinances, and policies must be complied with even if not specified herein.
Environmental Requirements C7.1 The Contractor shall, when working on the Premises, perform its obligations under the Contract in accordance with the Authority’s environmental policy, which is to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment.
Legal Requirement Covenants (a) Subject to Subsection 8.3(b) and Subsection 9.1(b) below, Lessee covenants and agrees that the Leased Property and Lessee’s Personal Property shall not be used for any unlawful purpose, and that Lessee shall not permit or suffer to exist any unlawful use of the Leased Property by others. Lessee shall acquire and maintain all appropriate licenses, certifications, permits and other authorizations and approvals needed to operate the Leased Property in its customary manner for the Primary Intended Use, and any other lawful use conducted on the Leased Property as may be permitted from time to time hereunder. Lessee further covenants and agrees that Lessee’s use of the Leased Property and maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform to all Legal Requirements, unless the same are finally determined by a court of competent jurisdiction to be unlawful (and Lessee shall cause all sub-tenants, invitees or others within its control so to comply with all Legal Requirements). Lessee may, however, upon prior Notice to Lessor, contest the legality or applicability of any such Legal Requirement or any licensure or certification decision if Lessee maintains such action in good faith, with due diligence, without prejudice to Lessor’s rights hereunder, and at Lessee’s sole expense. If by the terms of any such Legal Requirement compliance therewith pending the prosecution of any such proceeding may legally be delayed without the occurrence of any charge or liability of any kind, or the filing of any lien, against the Hotel or Lessee’s leasehold interest therein and without subjecting Lessee or Lessor to any liability, civil or criminal, for failure so to comply therewith, Lessee may delay compliance therewith until the final determination of such proceeding. If any lien, charge or civil or criminal liability would be incurred by reason of any such delay, Lessee, on the prior written consent of Lessor, which consent shall not be unreasonably withheld or delayed, may nonetheless contest as aforesaid and delay as aforesaid provided that such delay would not subject Lessor to criminal liability and Lessee both (a) furnishes to Lessor security reasonably satisfactory to Lessor against any loss or injury by reason of such contest or delay and (b) prosecutes the contest with due diligence and in good faith. (b) As between Lessor and Lessee, Lessee is solely responsible for all liabilities or obligations of any kind with respect to employees at the Leased Property during the Term. Without limiting the generality of the foregoing sentence, Lessee is solely responsible for any required compliance with the Worker Adjustment, Retraining and Notification Act of 1988 (the “WARN Act”) or any similar state law applicable to the Leased Property; any required compliance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and all alleged and actual obligations and claims arising from or relating to any employment agreement, collective bargaining agreement or employee benefit plans, any grievances, arbitration’s, or unfair labor practice charges, and relating to compliance with any applicable state or federal labor employment law, including but not limited to all laws pertaining to discrimination, workers’ compensation, unemployment compensation, occupational safety and health, unfair labor practices, family and medical leave, and wages, hours or employee benefits. Lessee agrees to indemnify and defend and hold harmless Lessor from and against any claims relating to any of the foregoing matters. Lessee further agrees to reimburse Lessor for any and all losses, damages, costs, expenses, liabilities and obligations of any kind, including without limitation reasonable attorney’s fees and other legal costs and expenses, incurred by Lessor in connection with any of the foregoing matters. (c) Notwithstanding the Lessee’s obligations under Section 8.1 to obtain and maintain all permits and licenses required for the use of the Leased Property, and without limiting any obligations of Lessee hereunder, if (i) applicable law requires that the owner (rather than a lessee) of a hotel be the licensee under the required liquor license for the Hotel or (ii) the former owner of the Hotel is holding the liquor license and continuing to exercise management and supervision of the liquor services at the Hotel pending transfer of the license to Lessor or Lessee, the Lessee shall indemnify and hold Lessor harmless from any liability, damages or claims (a) arising in connection with liquor operations at the Hotel during such period of time following the Commencement Date, except to the extent caused by Lessor’s gross negligence or willful misconduct or (b) made by or through the former owner with respect to liquor operations at the Hotel following the Commencement Date.
Capital Requirements If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.
Governmental Requirements The Provider warrants and represents that it will comply with all governmental ordinances, laws and regulations.

Estoppel Requirement Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Related to Estoppel Requirement