Estoppels. (a) Within ten Business Days following request from Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord a statement executed and acknowledged by Tenant, in form satisfactory to Landlord, (i) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent then payable, (iii) stating whether or not, to the best of Tenant’s knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security deposit, if any, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 may be relied upon by any purchaser or owner of the Real Property or the Buildings, or all or any portion of Landlord’s interest in the Real Property or the Buildings or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereof.
(b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Tenant a statement executed by Landlord stating, as of the date of execution of such statement (i) that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) the date to which the Rent has been paid and (iii) whether or not, to the best knowledge of Landlord, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults.
Estoppels. By that date which is not later than ten (10) days before the Closing Date (the "Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) in the Xxxxxxx Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, XX Xxxx & Company and Xxxx Xxxxxx, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the Xxxxxxx Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"); provided, however, that in the event that prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period ...
Estoppels. (a) It will be a condition to Closing that Seller obtain from each Tenant an executed estoppel certificate in the form prescribed by the Lease for each such Tenant dated no earlier than 30 days prior to Closing, except to the extent that Purchaser shall cause or request an extension of the Closing Date. Notwithstanding the foregoing, Seller agrees to request that each Tenant execute an estoppel certificate in the form reasonably requested by Purchaser and annexed hereto as Exhibit H. No later than five (5) Business Days after the end of the Evaluation Period, Seller will request each Tenant to execute an estoppel certificate in the form of Exhibit H required herein, and use good faith efforts to obtain same. Seller shall not be in default of its obligations hereunder if any Tenant fails to deliver an estoppel certificate, or delivers an estoppel certificate which is not in the form of Exhibit H. Purchaser agrees that an estoppel from any Tenant in the form prescribed by such Tenant's Lease shall satisfy the estoppel delivery condition in this Section 7.2 for such Tenant, provided that (i) the rental information contained in such estoppel shall conform in all material respects to the rent roll delivered at Closing, and (ii) there shall be no material defaults which remain uncured after notice and expiration of applicable grace periods.
(b) Notwithstanding anything to the contrary contained herein, to the extent that a Tenant shall certify in its estoppel confirming any matter set forth in Section 8.1(f), then Seller's representations and warranties as to such matters shall terminate. The provisions of this Section 7.2(b) shall survive the Closing and the execution and delivery of the Deed.
Estoppels. It will be a condition to Closing that Seller obtain from each Major Tenant an executed estoppel certificate in the form, or limited to the substance, prescribed by each Major Tenant’s Lease. Notwithstanding the foregoing, Seller agrees to request that each Major Tenant and other Tenants in the buildings and any REA Party execute an estoppel certificate in the form reasonably requested by Purchaser and annexed hereto as Exhibit G or such form as reasonably required by Purchaser’s lenders if such form is provided to Seller at least five (5) days prior to the end of the Evaluation Period. No later than five (5) Business Days after the end of the Evaluation Period, Seller will request each Major Tenant and other Tenants in the buildings and any REA Party to execute an estoppel certificate in the form of Exhibit G or such form as reasonably required by Purchaser’s lenders if such form is provided to Seller at least five (5) days prior to the end of the Evaluation Period and use good faith efforts to obtain same. Seller shall not be in default of its obligations hereunder if any Major Tenant or other Tenant or REA Party fails to deliver an estoppel certificate, or delivers an estoppel certificate which is not in accordance with this Agreement.
Estoppels. Estoppels (substantially in form and content as provided in Exhibit Tenant Estoppel) from tenants of the Property (other than the multi-family Individual Property) as hereinafter set forth. Seller agrees to deliver copies of tenant estoppels to Buyer prior to Closing if, as, and when received by Seller. Seller covenants to use commercially reasonable efforts to obtain estoppels from tenants occupying not less than fifty percent (50%) of the gross rentable square feet leased of each Individual Property. In the event Seller has not obtained the required estoppels in a timely fashion as aforesaid, Buyer, at its sole discretion, may elect (I) to accept such estoppels as have been obtained and deem this requirement of Closing satisfied, or (ii) to extend the Closing Date for a period of fourteen (14) days in order to facilitate obtaining further estoppels. If and to the extent Seller has not, after its good faith efforts to obtain the same, obtained an estoppel from those tenants as required aforesaid, during said fourteen (14) day extension, in Buyer's sole and absolute discretion, (x) Seller may be relieved and excused of its obligation to deliver such missing estoppels, and this condition to Closing shall be deemed satisfied, or (y) Buyer shall deem this Agreement terminated, and the Deposit shall be paid to Buyer. Seller shall reasonably cooperate with Buyer in attempting to obtain from tenants such subordination, non-disturbance and attornment agreements as required by Buyer's lender in order to facilitate receipt of as many of such agreements as reasonably possible prior to the Closing Date. Furthermore, Seller shall, for a period of up to ninety (90) days following the Closing, reasonably cooperate with Buyer in attempting to obtain estoppel certificates from tenants who have not theretofore furnished the same.
Estoppels. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppels described in Section 5.4.2 and the estoppels described in Section 5.4.3.
Estoppels. Seller shall have delivered to Buyer, with respect to each Real Property Lease and each Easement, a Landlord Estoppel Certificate in the form of Exhibit O, executed by an authorized officer of the landlord under such Real Property Lease and/or each Easement;]48
Estoppels. The Property Manager shall deliver or cause to be delivered to the Indenture Trustee, promptly upon request but in no event later than twenty (20) days following receipt by Property Manager of such estoppel, from each applicable Issuer, certifications, duly acknowledged and certified, setting forth (i) the original Series Principal Balance of each Series of Notes, (ii) the outstanding Series Principal Balance of each Series of Notes, (iii) the applicable Note Rate of each Class of Notes in each Series, (iv) the last Payment Date, (v) any offsets or defenses to the payment of the Notes, if any, and (vi) that the Notes, this Indenture, the Mortgages, the organizational documents of such Issuer and the other Transaction Documents are valid, legal and binding obligations and have not been modified or, if modified, giving particulars of such modification.
Estoppels. Each of the Parties shall, upon the written request of any other Party, promptly execute and deliver to the other Parties a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Party’s knowledge, any uncured defaults on the part of the other Party or Parties, specifying such defaults if any exist. Any such statement may be relied upon by third parties.
Estoppels. Either party will within 10 days after notice from the other execute, acknowledge and deliver to the other party a certificate certifying whether or not this lease has been modified and is in full force and effect; whether there are any modifications or alleged breaches by the other party; the dates to which rent has been paid in advance, and the amount of any security deposit or prepaid rent; and any other facts that may reasonably be requested. Failure to deliver the certificate within the specified time shall be conclusive upon the party of whom the certificate was requested that the lease is in full force and effect and has not been modified except as may be represented by the party requesting the certificate. If requested by the holder of any encumbrance, or any ground lessor, Tenant will agree to give such holder or lessor notice of and an opportunity to cure any default by Landlord under this lease.
