Estoppels Sample Clauses

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. (i) Sellers shall have received from tenants (which tenants shall include the tenants leasing space pursuant to the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter) leasing at least seventy-five percent (75%) of the aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), dated not more than sixty (60) days prior to the Closing Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E hereto.

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. (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. Seller shall have obtained and delivered to Buyer at least two (2) business days prior to the Closing Date estoppel certificates substantially in the form of Exhibit G attached hereto with no material adverse disclosure from tenants leasing at least 80% of the leased rentable area in the Improvements, including from all tenants leasing a full floor or more of space in the Improvements. This condition is for the sole benefit of Buyer and if this condition is not so satisfied, Buyer shall have the right to terminate this Agreement. Notwithstanding anything to the contrary contained herein, if Buyer fails to terminate this Agreement on or before the date which is two (2) business days prior to the Closing Date, Buyer shall be deemed to have waived receipt of such tenant estoppel certificates as a condition of the Closing. Seller shall not be obligated to expend any funds in connection with obtaining any such tenant estoppel certificates (unless Seller is specifically required to do so under the terms of any Lease), and the failure of Seller to obtain any such tenant estoppel certificates shall not be a breach or default hereunder. So long as a party is not in default hereunder, if any condition to such party’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date (or such earlier date as is provided herein), such party may, in its sole discretion, terminate this Agreement by delivering written notice to the other party on or before the Closing Date in which case the Exxxxxx Money shall be returned to Buyer and the parties hereto shall have no further rights or obligations other than those that by their terms survive the termination of this Agreement, or elect to close notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition. In the event such party elects to close, notwithstanding the non-satisfaction of such condition, said party shall be deemed to have waived said condition, and there shall be no liability on the part of any other party hereto for breaches of representations and warranties of which the party electing to close had knowledge at the Closing.

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.