Common use of Estoppels Clause in Contracts

Estoppels. Buyer shall have received from Seller, no later than ten (10) days prior to the Closing, estoppel certificates from (a) all Tenants occupying 5,000 (based on a per suite or cumulative basis) rentable square feet or more (each, a “Major Tenant”), (b) other Tenants sufficient so that Seller has delivered estoppel certificates from Tenants representing, in the aggregate, at least seventy-five percent (75%) of the occupied square footage of the Property (including the Major Tenants), and (c) from any party or declarant to a reciprocal easement agreement, easement agreement, declaration of covenants, conditions or restrictions other similar agreement affecting the Property, so long as (i) Buyer has a reasonable basis for requesting such estoppel, (ii) Buyer has provided written notice to Seller of such request prior to the expiration of the Due Diligence Period and (iii) such estoppels are limited in scope to monetary obligations due and payable by Seller. In all cases, the estoppels shall be on forms provided by (or otherwise reasonably approved by) Buyer dated no earlier than thirty (30) days prior to the Closing Date. The matters certified in the estoppel certificates and any modifications to the estoppel certificate forms shall be subject to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) days before the Closing Date of Buyer’s approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of any estoppel certificate, and Seller is unable to deliver, in Buyer’s good faith business judgment, a reasonably acceptable estoppel certificate prior to the Closing Date, Buyer shall have the right to terminate this Agreement and to obtain a refund of the Deposit without any further action required by any Party, and neither Party shall have any further obligation to the other.

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 shall have received from Seller, no later than ten (10) days prior to the ClosingClosing if, estoppel certificates as, and when received by Seller. Seller covenants to use commercially reasonable efforts to obtain estoppels from (a) all Tenants tenants occupying 5,000 (based on a per suite or cumulative basis) rentable square feet or more (each, a “Major Tenant”), (b) other Tenants sufficient so that Seller has delivered estoppel certificates from Tenants representing, in the aggregate, at least seventy-five not less than fifty percent (7550%) of the occupied gross rentable square footage feet leased of each Individual Property. In the Property event Seller has not obtained the required estoppels in a timely fashion as aforesaid, Buyer, at its sole discretion, may elect (including the Major Tenants)I) to accept such estoppels as have been obtained and deem this requirement of Closing satisfied, and (c) from any party or declarant to a reciprocal easement agreement, easement agreement, declaration of covenants, conditions or restrictions other similar agreement affecting the Property, so long as (i) Buyer has a reasonable basis for requesting such estoppel, (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 has provided written notice 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 request prior to the expiration of the Due Diligence Period and (iii) such estoppels are limited in scope to monetary obligations due and payable by Seller. In all cases, the estoppels shall be on forms provided by (or otherwise agreements as reasonably approved by) Buyer dated no earlier than thirty (30) days possible prior to the Closing Date. The matters certified Furthermore, Seller shall, for a period of up to ninety (90) days following the Closing, reasonably cooperate with Buyer in the attempting to obtain estoppel certificates and any modifications to from tenants who have not theretofore furnished the estoppel certificate forms shall be subject to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) days before the Closing Date of Buyer’s approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of any estoppel certificate, and Seller is unable to deliver, in Buyer’s good faith business judgment, a reasonably acceptable estoppel certificate prior to the Closing Date, Buyer shall have the right to terminate this Agreement and to obtain a refund of the Deposit without any further action required by any Party, and neither Party shall have any further obligation to the othersame.

Estoppels. Buyer It will be a condition to Closing that Seller obtain from each Major Tenant and, to the extent required to bring the aggregate rented square footage covered to no less than 75% of the aggregate rented square footage of the buildings located at each Project, other Tenants (such condition shall have received from Sellerbe referred to herein as collectively, “Minimum Estoppel Coverage”), an executed estoppel certificate in the form, or limited to the substance, prescribed by each Major Tenant’s or, as applicable, other Tenant’s Lease, executed by the applicable Tenant to be effective as of a date not earlier than twenty (20) days prior to the Scheduled Closing Date. Notwithstanding the foregoing, Seller agrees to request, no later than ten (10) days after the expiration of the Evaluation Period, that each Major Tenant and other Tenant in such buildings execute an estoppel certificate in the form annexed hereto as Exhibit H, and Seller shall use good faith efforts to obtain same. Seller shall not be in default of its obligations hereunder if any Major Tenant or other Tenant fails to deliver an estoppel certificate, or delivers an estoppel certificate which is not in accordance with this Agreement. Each Friday prior to the Closing, Seller shall send to Purchaser a copy of each estoppel certificate received by Seller during the previous week. If Minimum Estoppel Coverage is not achieved at least two (2) Business Days prior to the Scheduled Closing Date, Purchaser may, at its option, waive delivery of the remaining estoppel certificates from and proceed to close the transaction in accordance with this Agreement, or, if Purchaser does not waive delivery of the estoppel certificates, then the Scheduled Closing Date shall be extended until two (a2) all Tenants occupying 5,000 (based Business Days following the date on a per suite or cumulative basis) rentable square feet or more (eachwhich Purchaser receives the last estoppel certificate necessary to satisfy Minimum Estoppel Coverage; provided, a “Major Tenant”), (b) other Tenants sufficient so that Seller has delivered estoppel certificates from Tenants representinghowever, in no event will the aggregate, at least seventy-five percent Scheduled Closing Date be extended more than thirty (75%30) of days. If the occupied square footage of the Property Minimum Estoppel Coverage is not satisfied two (including the Major Tenants), and (c2) from any party or declarant to a reciprocal easement agreement, easement agreement, declaration of covenants, conditions or restrictions other similar agreement affecting the Property, so long as (i) Buyer has a reasonable basis for requesting such estoppel, (ii) Buyer has provided written notice to Seller of such request Business Days prior to the expiration of the Due Diligence Period and (iii) such estoppels are limited in scope to monetary obligations due and payable by Seller. In all casesthirty-day extension, the estoppels shall be on forms provided by (or otherwise reasonably approved by) Buyer dated no earlier than thirty (30) days prior to the Closing Date. The matters certified in the estoppel certificates and any modifications to the estoppel certificate forms shall be subject to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) days before the Closing Date of Buyer’s approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of any estoppel certificate, and Seller is unable to deliver, in Buyer’s good faith business judgment, a reasonably acceptable estoppel certificate prior to the Closing Date, Buyer Purchaser shall have the right right, at its option, to (i) waive such condition to Closing in writing and proceed to close the transaction on the Scheduled Closing Date or (ii) terminate this Agreement by written notice and to obtain receive a refund prompt return of the Deposit without any further action required by any PartyXxxxxxx Money Deposit, together with all interest which has accrued thereon, and neither Party except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have any no further obligation obligations to the othereach other hereunder.

Estoppels. Buyer shall have received from SellerIf Purchaser has elected to designate the Estoppel Condition as a condition to Closing in accordance with Section 4.5.2, no later than ten (10) days prior to the Closing, estoppel certificates from (a) all Tenants occupying 5,000 (based on a per suite or cumulative basis) rentable square feet or more (each, a “Major Tenant”), (b) other Tenants sufficient so that and if Seller has not delivered estoppel certificates from Tenants representing, in the aggregate, Estoppels to Purchaser at least seventy-five percent (75%) of the occupied square footage of the Property (including the Major Tenants), and (c) from any party or declarant to a reciprocal easement agreement, easement agreement, declaration of covenants, conditions or restrictions other similar agreement affecting the Property, so long as (i) Buyer has a reasonable basis for requesting such estoppel, (ii) Buyer has provided written notice to Seller of such request prior to the expiration of the Due Diligence Period and (iii) such estoppels are limited in scope to monetary obligations due and payable by Seller. In all cases, the estoppels shall be on forms provided by (or otherwise reasonably approved by) Buyer dated no earlier than thirty (30) days prior to the Closing Date. The matters certified in the estoppel certificates and any modifications to the estoppel certificate forms shall be subject to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) days before the Closing Date of Buyer’s approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of any estoppel certificate, and Seller is unable to deliver, in Buyer’s good faith business judgment, a reasonably acceptable estoppel certificate prior to the Closing Date, Buyer Seller shall have the right, upon written notice to Purchaser on or prior to the Closing Date, to extend the Closing for a period up to sixty (60) days, so long as Seller is continuing to pursue, in good faith and with due diligence, the return of the Estoppels as duly executed by the applicable tenants, and, upon delivery to Purchaser of the executed Estoppels, the Estoppel Condition shall be satisfied and the parties shall proceed to Closing no later than five (5) Business Days thereafter. If Purchaser has elected to designate the Estoppel Condition as a condition to Closing in accordance with Section 4.5.2, and if Seller has not delivered the Estoppels to Purchaser at or prior to Closing (as it may be extended pursuant to the preceding sentence), Purchaser shall have the right to waive such condition and proceed to Closing or, upon written notice thereof to Seller on or prior to the Closing Date, to terminate this Agreement and thereupon to obtain a receive an immediate refund of the Deposit without any further action required by any PartyDeposit, and neither Party party shall thereafter have any further liability or obligation hereunder except for such liabilities and obligations that are expressly stated herein to survive termination of this Agreement. Notwithstanding anything in this Agreement to the othercontrary, if the information set forth in any Estoppel is modified by the tenant executing such Estoppel such that it deviates from the form attached hereto as Exhibit J-1 or J-2 (as applicable), such Estoppel nevertheless shall be deemed sufficient for purposes of satisfying the Estoppel Condition under Section 4.5.2 or this Section 7.2.5 (as applicable), provided that such deviations do not materially adversely alter the information set forth in the Estoppel.

Estoppels. Buyer Purchaser shall have received from Sellerreceived, no later less than ten (10) days prior to the Closing, estoppel certificates from (a) all Tenants occupying 5,000 (based on a per suite or cumulative basis) rentable square feet or more (each, a “Major Tenant”), (b) other Tenants sufficient so that Seller has delivered estoppel certificates from Tenants representing, in the aggregate, at least seventy-five percent (75%) of the occupied square footage of the Property (including the Major Tenants), and (c) from any party or declarant to a reciprocal easement agreement, easement agreement, declaration of covenants, conditions or restrictions other similar agreement affecting the Property, so long as (i) Buyer has a reasonable basis for requesting such estoppel, (ii) Buyer has provided written notice to Seller of such request prior to the expiration of the Due Diligence Period and (iii) such estoppels are limited in scope to monetary obligations due and payable by Seller. In all cases, the estoppels shall be on forms provided by (or otherwise reasonably approved by) Buyer dated no earlier than thirty (30) two business days prior to the Closing Date. The matters certified Date (the “Estoppel Deadline”), a “Conforming Estoppel”(as defined below) from each of the tenants in the Building. A “Conforming Estoppel” means either (i) an Approved Estoppel signed by the applicable tenant and in the form submitted to such tenant, with no changes other than de minimis changes reasonably approved by Purchaser and not disclosing the existence of any default under the applicable Lease referenced therein (it being acknowledged, without limiting what else might be a de minimis change, that a change to add that a tenant may be owed money from the landlord in connection with a future reconciliation of operating expenses and taxes will be a de minimis change); or (ii) an estoppel certificates certificate or other documentation that is otherwise acceptable to Purchaser in its sole discretion, provided that if Seller delivers a signed document consistent with the foregoing to Purchaser for review and any modifications Purchaser does not notify Seller that such documentation is unacceptable on or before the date that is two (2) business days after delivery thereof by Seller to Purchaser, the estoppel will be deemed to constitute a Conforming Estoppel; provided, however, that if the estoppel is delivered to Purchaser less than two (2) business days prior to the estoppel certificate forms shall be subject then‑scheduled Closing Date, Purchaser will have the option, by notice delivered to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) days before prior to Closing, to extend the Closing Date to the date that is two (2) business days after the date of BuyerPurchaser’s approval or disapproval and the basis receipt of such disapproval, if disapproved. If Buyer disapproves of any estoppel certificate, and Seller is unable to deliver, in Buyer’s good faith business judgment, a reasonably acceptable estoppel certificate prior to the Closing Date, Buyer shall have the right to terminate this Agreement and to obtain a refund of the Deposit without any further action required by any Party, and neither Party shall have any further obligation to the otherestoppel.

Estoppels. In connection with such Due Diligence, Seller shall work diligently to have (A) the tenants under the Leases execute an estoppel certificate for the benefit of Seller, Buyer and Buyer’s lender in the form attached hereto as Exhibit “C” and (B) 8 Octavia Boulevard Owners’ Association (the “Association”) execute an estoppel certificate for the benefit of Seller, Buyer and Buyer’s lender in the form attached hereto as Exhibit “M”, in each case with such terms as have been previously approved by Buyer (i.e., Buyer shall have received from Seller, no later than ten (10) days review and approve each such completed estoppel certificate prior to the Closingdate that it is distributed to the tenant or the Association, as applicable, for review and execution by such tenant or the Association, as applicable), provided that Seller shall not be in breach of this sentence in the event that, despite its diligent efforts, it fails to obtain such executed estoppel certificates from the tenants and/or the Association. Buyer shall so approve each such estoppel certificate (a) all Tenants occupying 5,000 (based on a per suite or cumulative basis) rentable square feet or more (each, a “Major Tenant”which approval shall not be unreasonably withheld), or provide its comments thereto, within two (b2) other Tenants sufficient so that Business Days following its receipt of the same otherwise Buyer shall be deemed to have approved the same. Seller has delivered shall promptly deliver to Buyer all executed estoppel certificates from Tenants representingreceived by Seller. Seller makes no representation as to the number of estoppel certificates, in if any, that will be returned to Buyer. In the aggregate, at least seventy-five percent event executed estoppel certificates are not received on or before the date that is two (75%2) of the occupied square footage of the Property (including the Major Tenants), and (c) from any party or declarant to a reciprocal easement agreement, easement agreement, declaration of covenants, conditions or restrictions other similar agreement affecting the Property, so long as (i) Buyer has a reasonable basis for requesting such estoppel, (ii) Buyer has provided written notice to Seller of such request Business Days prior to the expiration Closing Date from all tenants of the Due Diligence Period Real Property and (iii) such estoppels are limited in scope to monetary obligations due and payable by Seller. In all casesthe Association, the estoppels shall be on forms provided by (or otherwise reasonably approved by) Buyer dated no earlier than thirty (30) days prior to the Closing Date. The matters certified in the estoppel certificates , and any modifications without material adverse factual disclosure compared to the form of estoppel certificate forms shall be subject distributed to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) days before such tenant or the Closing Date of Buyer’s approval or disapproval Association, as applicable, for its review and the basis of such disapproval, if disapproved. If Buyer disapproves of any estoppel certificate, and Seller is unable to deliver, in Buyer’s good faith business judgment, a reasonably acceptable estoppel certificate prior execution pursuant to the Closing Dateterms hereof (collectively, the “Required Estoppels”), then Buyer shall have the right to terminate this Agreement and to obtain upon any such termination receive a refund of its Deposit; provided, however, that any objection by Buyer to any executed estoppel certificate must be raised by Buyer within two (2) Business Days following its receipt of the Deposit without any further action required by any Party, and neither Party same otherwise such estoppel certificate shall have any further obligation be deemed to satisfy the requirements of this Paragraph. Notwithstanding anything contained herein to the othercontrary, in no event shall any fact or issue disclosed in any tenant’s Lease or made on Exhibit “J” attached hereto, constitute a material adverse factual disclosure or otherwise be objected to by Buyer.

Estoppels. Buyer Seller shall have received from Seller, no later than ten (10) days prior to the Closing, request estoppel certificates from (a) all Tenants occupying 5,000 (based on a per suite or cumulative basis) rentable square feet or more (each, a “Major Tenant”), (b) other Tenants sufficient so that Seller has delivered estoppel certificates from Tenants representing, in the aggregate, at least seventy-five percent (75%) of the occupied square footage of the Property (including the Major Tenants), and (c) from any party or declarant to a reciprocal easement agreement, easement agreement, declaration of covenants, conditions or restrictions other similar agreement affecting the Property, so long as (i) Buyer has a reasonable basis for requesting such estoppel, (ii) Buyer has provided written notice to Seller of such request prior to the expiration of the Due Diligence Period and (iii) such estoppels are limited in scope to monetary obligations due and payable by Seller. In all cases, the estoppels shall be on forms provided by (or otherwise reasonably approved by) Buyer dated no earlier than thirty (30) days prior to the Closing Date. The matters certified for each of the agreements listed on Schedule 8.11, in the estoppel certificates and any modifications to the estoppel certificate forms shall be subject to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) days before the Closing Date of Buyer’s approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of any estoppel certificate, and Seller is unable to deliver, in Buyer’s good faith business judgment, a reasonably acceptable estoppel certificate provided by Purchaser prior to the Effective Date. Notwithstanding the foregoing, an estoppel satisfying the following requirements shall be deemed a “Confirming Estoppel” for all purposes hereof and Seller shall use its commercially reasonable effort to obtain Conforming Estoppels: such estoppel certificate shall be either (x) on Purchaser’s requested form, together with such reasonable changes as the certifying party may request, or (y) in compliance with the estoppel provisions of the applicable agreement, regardless of whether it includes Purchaser’s requested certifications or reliance parties. Failure to obtain any Confirming Estoppel shall not be deemed to be a Seller Default and the receipt of any Confirming Estoppel shall not be a condition to Purchaser’s obligation to consummate the transaction contemplated by this Agreement; provided, however that Purchaser’s receipt of Confirming Estoppels for the Hotel Management Agreement, the Golf Course Use Agreements and the Cost Sharing Agreement shall be Purchaser Closing DateConditions under Section 9.2(d) and (e) hereof. If Seller determines that it will be unable to obtain a Confirming Estoppel with respect to the Hotel Management Agreement, Buyer the Golf Course Use Agreements or the Cost Sharing Agreement at or prior to Closing that does not disclose any material default under such agreements, Seller or Purchaser shall have the right right, but not the obligation, subject to terminate this Agreement and Section 10.1, to obtain postpone the Closing one or more time(s) to a refund of the Deposit without any further action required by any Partydate no later than December 30, and neither Party shall have any further obligation 2022 upon written notice thereof to the otherother party no later than one (1) Business Day prior to the then scheduled Closing Date.

Estoppels. As a condition benefitting Buyer only, Sellers shall have received delivered to Buyer a tenant estoppel certificate from SellerUniversal Display & Fixtures Company, a Texas corporation (the “Existing Tenant”) (i) certifying to and for the benefit of Buyer (x) the items the Existing Tenant is required to certify under clauses (a) through (f) of Section 31 of that certain Lease Agreement by and between the Flower Mound Seller and Existing Tenant, dated as of April 10, 2013 (the “Existing Lease”) and (y) that, to the current actual knowledge of the Existing Tenant, there exists no later uncured breach or default, or state of facts which, with notice, the passage of time, or both, would result in a breach or default on the part of either the Existing Tenant or the landlord under such Existing Lease, (ii) dated no earlier than forty-five (45) days prior to Closing and (iii) disclosing no material inaccuracy in Sellers’ representations and warranties set forth in Section 9.1.7 of this Agreement and no material deviations from the copy of the Existing Lease delivered or made available to Buyer pursuant to Section 4.1 of this Agreement (such estoppel certificate conforming to the requirements set forth above in this Section 7.2.4, the “Conforming Tenant Estoppel”); provided, however, that Sellers shall have the right in their sole discretion to extend the Closing Date by a period not to exceed ten (10) days prior to obtain the Closing, estoppel certificates from (a) all Tenants occupying 5,000 (based on a per suite or cumulative basis) rentable square feet or more (each, a “Major Tenant”), (b) other Tenants sufficient so that Seller has delivered estoppel certificates from Tenants representing, Conforming Tenant Estoppel described in the aggregate, at least seventy-five percent (75%) of the occupied square footage of the Property (including the Major Tenants), and (c) from any party or declarant to a reciprocal easement agreement, easement agreement, declaration of covenants, conditions or restrictions other similar agreement affecting the Propertythis Section 7.2.4, so long as Sellers actively and diligently pursue such Conforming Tenant Estoppel during the period of any such extension of the Closing Date pursuant to this Section 7.2.4. 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 or waived by such party as of the Closing Date (or such earlier date as is provided herein), then such non-defaulting party may elect, in its sole discretion, either to: (i) Buyer has a reasonable basis for requesting such estoppel, terminate this Agreement by delivering written notice to the other party on or before the Closing Date; or (ii) Buyer has provided written notice to Seller close notwithstanding the non-satisfaction of such request prior condition (in which case such party shall be deemed to have waived such non-satisfied condition, and there shall be no liability on the expiration part of the Due Diligence Period other party hereto for any inaccuracies of representations and (iii) such estoppels are limited in scope warranties of which the party electing to monetary obligations due and payable by Seller. In all cases, close had knowledge at the estoppels shall be on forms provided by (or otherwise reasonably approved by) Buyer dated no earlier than thirty (30) days prior to the Closing Date. The matters certified in the estoppel certificates and any modifications to the estoppel certificate forms shall be subject to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) days before the Closing Date of Buyer’s approval or disapproval and the basis of such disapproval, if disapprovedClosing). If either Buyer disapproves of any estoppel certificate, and Seller is unable to deliver, in Buyer’s good faith business judgment, a reasonably acceptable estoppel certificate prior to the Closing Date, Buyer shall have the right or Sellers elects to terminate this Agreement and to obtain a refund of the Deposit without any further action required by any Party, and neither Party shall have any further obligation pursuant to the otherforegoing, the Xxxxxxx Money shall be returned to the applicable party as provided in Section 3.1; provided, however, nothing contained in this Section 7.2 shall affect the rights and remedies of Sellers under Section 10.1 and of Buyer under Section 10.2, in each case to the extent applicable.

Estoppels. In connection with such Due Diligence, Seller shall work diligently to have (A) the tenants under the Leases execute an estoppel certificate for the benefit of Seller, Buyer and Buyer’s lender in the form attached hereto as Exhibit “C” and (B) 400 Xxxxx Xxxxxx Owners’ Association (the “Association”) execute an estoppel certificate for the benefit of Seller, Buyer and Buyer’s lender in the form attached hereto as Exhibit “M”, in each case with such terms as have been previously approved by Buyer (i.e., Buyer shall have received from Seller, no later than ten (10) days review and approve each such completed estoppel certificate prior to the Closingdate that it is distributed to the tenant or the Association, as applicable, for review and execution by such tenant or the Association, as applicable), provided that Seller shall not be in breach of this sentence in the event that, despite its diligent efforts, it fails to obtain such executed estoppel certificates from the tenants and/or the Association. Buyer shall so approve each such estoppel certificate (a) all Tenants occupying 5,000 (based on a per suite or cumulative basis) rentable square feet or more (each, a “Major Tenant”which approval shall not be unreasonably withheld), or provide its comments thereto, within two (b2) other Tenants sufficient so that Business Days following its receipt of the same otherwise Buyer shall be deemed to have approved the same. Seller has delivered shall promptly deliver to Buyer all executed estoppel certificates from Tenants representingreceived by Seller. Seller makes no representation as to the number of estoppel certificates, in if any, that will be returned to Buyer. In the aggregate, at least seventy-five percent event executed estoppel certificates are not received on or before the date that is two (75%2) of the occupied square footage of the Property (including the Major Tenants), and (c) from any party or declarant to a reciprocal easement agreement, easement agreement, declaration of covenants, conditions or restrictions other similar agreement affecting the Property, so long as (i) Buyer has a reasonable basis for requesting such estoppel, (ii) Buyer has provided written notice to Seller of such request Business Days prior to the expiration Closing Date from all tenants of the Due Diligence Period Real Property and (iii) such estoppels are limited in scope to monetary obligations due and payable by Seller. In all casesthe Association, the estoppels shall be on forms provided by (or otherwise reasonably approved by) Buyer dated no earlier than thirty (30) days prior to the Closing Date. The matters certified in the estoppel certificates , and any modifications without material adverse factual disclosure compared to the form of estoppel certificate forms shall be subject distributed to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) days before such tenant or the Closing Date of Buyer’s approval or disapproval Association, as applicable, for its review and the basis of such disapproval, if disapproved. If Buyer disapproves of any estoppel certificate, and Seller is unable to deliver, in Buyer’s good faith business judgment, a reasonably acceptable estoppel certificate prior execution pursuant to the Closing Dateterms hereof (collectively, the “Required Estoppels”), then Buyer shall have the right to terminate this Agreement and to obtain upon any such termination receive a refund of its Deposit; provided, however, that any objection by Buyer to any executed estoppel certificate must be raised by Buyer within two (2) Business Days following its receipt of the Deposit without any further action required by any Party, and neither Party same otherwise such estoppel certificate shall have any further obligation be deemed to satisfy the requirements of this Paragraph. Notwithstanding anything contained herein to the othercontrary, in no event shall any fact or issue disclosed in any tenant’s Lease or made on Exhibit “J” attached hereto, constitute a material adverse factual disclosure or otherwise be objected to by Buyer.