Common use of Estoppels Clause in Contracts

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. Buyer shall have received from Seller, no later than ten (10) days prior to the Closing, estoppel certificates from (a) It will be all Tenants occupying 5,000 (based on a condition to Closing per suite or cumulative basis) rentable square feet or more (each, a “Major Tenant”), (b) other Tenants sufficient so that Seller obtain has delivered estoppel certificates from each Tenant an executed estoppel certificate Tenants representing, in the form prescribed 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 Lease for each such Tenant estoppels shall be on forms provided by (or otherwise reasonably approved by) Buyer dated no earlier than 30 thirty (30) days prior to Closing, except to the extent that Purchaser shall cause or request an extension of the Closing Date. Notwithstanding The matters certified in the foregoing, Seller agrees estoppel certificates and any modifications to request that each Tenant execute an the estoppel certificate in forms shall be subject to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) days before the form reasonably requested by Purchaser Closing Date of Buyer’s approval or disapproval and annexed hereto as Exhibit H. No later than five (5) Business Days after the end basis of the Evaluation Periodsuch disapproval, Seller will request each Tenant to execute an estoppel certificate in the form if disapproved. If Buyer disapproves 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 and Seller is unable to deliver, in Buyer’s good faith business judgment, a reasonably acceptable 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 prior to the rent roll delivered at ClosingClosing 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 (ii) there neither Party shall be no material defaults which remain uncured after notice and expiration of applicable grace periods. (b) Notwithstanding anything have any further obligation 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 Deedother.

Estoppels. (a) It will be a condition to Closing that Seller obtain from each Major Tenant (other than MBRK, which is a Tenant at the Monticello Property) 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 (which aggregate rented square footage shall not include the area covered by the Lease referenced above in this Section 7.2), other Tenants, an executed estoppel certificate in the form form, or limited to the substance, prescribed by each Major Tenant's or, as applicable, other Tenant's Lease, executed by the Lease for each such applicable Tenant dated no to be effective as of a date not earlier than 30 twenty (20) days prior to Closingthe Scheduled Closing Date, except to provided that, without abrogating the extent that Purchaser shall cause or request an extension generality of the Closing Dateforegoing, Purchaser acknowledges that an estoppel certificate from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Enterprises, Inc. that otherwise complies with the requirements of this Section 7.2 but shows such tenant to be in arrears in rent payments shall be an acceptable estoppel certificate hereunder. Notwithstanding the foregoing, Seller agrees to request 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 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 hereinEXHIBIT 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 the form of Exhibit H. Purchaser agrees that accordance with this Agreement. If Seller delivers an estoppel certificate that is required to be delivered pursuant to this Agreement, but that is not in accordance with this Agreement, unless such requirement is waived in writing by Purchaser, the Scheduled Closing Date shall be extended as provided in Section 9.2(b) or Section 9.2(c), as applicable, to obtain from such Tenant an estoppel certificate that is in accordance with this Agreement. If the Scheduled Closing Date is extended under any Tenant of Sections 9.2(b) or 9.2(c), and, by reason of such extension, any estoppel certificate that is required hereunder has an effective date that is more than thirty-five (35) days before the Extended Closing Date, and if the Senior Lender requires an updated estoppel certificate, then Seller shall make commercially reasonable efforts to obtain updated replacement estoppels but, if Seller is unable to obtain one or more updated estoppels after having made such efforts, Seller may satisfy its obligation to deliver such estoppels from Tenants other than Major Tenants (and with respect to Major Tenants if approved by the Senior Lender) by providing an estoppel certificate in the form form, or having the substance, prescribed by such Tenant's the Lease shall satisfy the estoppel delivery condition in this Section 7.2 for each such Tenant, provided that (i) and covering the rental information contained in time period between the date of the estoppel certificate previously obtained from such Tenant until the date to which the Scheduled Closing Date has been extended, which Purchaser agrees to accept as a valid and binding estoppel shall conform in all material respects certificate. Each Friday prior to the rent roll delivered at Closing, and (ii) there Seller shall be no material defaults which remain uncured after notice and expiration send to Purchaser a copy of applicable grace periodseach estoppel certificate received by Seller during the previous week. (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. (a) It will be a condition to Closing that Seller obtain from each Major 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 DateMajor Tenant. Notwithstanding the foregoing, Seller agrees that promptly following Purchaser's waiver of its right to terminate this Agreement pursuant to Section 5.3, Seller shall request that each Tenant execute an estoppel certificate in the form reasonably requested by Purchaser and annexed hereto as Exhibit 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 accordance with this Agreement. In the event Seller is unable to obtain an executed estoppel certificate in the form of Exhibit H. Purchaser agrees that H for each Tenant, Seller may, but is not obligated to, provide an estoppel from any Tenant certificate in the form prescribed by such Tenant's the Lease shall satisfy the estoppel delivery condition in this Section 7.2 for each such Tenant, provided which Purchaser agrees to accept as a valid and binding estoppel certificate. If Seller is unable to obtain an original copy or re-executed original copy of the lease with DLJ Securities Corporation dated July 1, 1987, then Seller shall request that (i) the rental information contained in such tenant attach said lease to its estoppel letter, and that each page be initialed by such tenant; delivery of such estoppel shall conform in all material respects to the rent roll delivered at Closingletter, and (ii) there with such attachment, shall be no material defaults which remain uncured after notice and expiration a condition precedent to Purchaser's obligations hereunder. Similarly, if Seller is unable to obtain a copy of applicable grace periods. (b) Notwithstanding anything the letter agreement with Combined Data Resource, Inc. dated July 18, 1991, then Seller shall request that such tenant attach said letter 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 letter and warranties as to such matters shall terminate. The provisions of this Section 7.2(b) shall survive the Closing and the execution and initial same; delivery of the Deedsuch estoppel letter, with such attachment, shall be a condition precedent to Purchaser's obligations hereunder.

Estoppels. (a) It will be a condition to Closing that Seller obtain and deliver to Purchaser from each Tenant an the Major Tenants and other Tenants leasing space which when added to the Major Tenants aggregates at least 85% of the leased space within the Improvements, executed estoppel certificates, with no material modifications from the estoppel certificate form attached hereto as Exhibit D-2; provided, however, (i) the modification or deletion of paragraph 8 of such estoppel certificate (regarding renewal, expansion and termination options) by any Tenant will not be deemed a material modification which would cause such tenant estoppel certificate to fail to satisfy the requirements for an acceptable estoppel certificate under this Section 7.2; (ii) except as provided in (iii) below, to the extent that the form as so completed requires information not required of a Tenant under the provisions of its Tenant Lease, Seller will exercise good faith efforts to obtain an estoppel certificate for such Tenant in the form completed as provided below, or in a form as close thereto as reasonably possible, but in any event an estoppel certificate executed by a Tenant in the form prescribed by its Tenant Lease shall satisfy the Lease for each such Tenant dated no earlier than 30 days prior requirement of this Section 7.2; (iii) Seller will submit (x) the form attached hereto as Exhibit D-3 to Closing▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and (y) the form attached hereto as Exhibit D-4 to GTCR Leasing LLC, 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 but in any event an estoppel certificate executed by either such Tenant in the form reasonably requested prescribed by its respective Tenant Lease shall satisfy the requirement of this Section 7.2; (iv) Purchaser will not unreasonably withhold approval of any estoppel certificate as modified by a Tenant and annexed hereto as Exhibit H. delivered by Seller to Purchaser, provided that the information included in such estoppel is not materially inconsistent with the information included in the estoppel form completed for such Tenant pursuant to the provisions of this Section 7.2; and (v) if Purchaser does not furnish written notice to Seller of any specific objections to any estoppel certificate modified by a Tenant (whether in draft form or executed by the Tenant) and submitted to Purchaser within three (3) days of receipt, such revised estoppel shall be deemed approved by Purchaser. No later than five three (53) Business Days after the end of the Evaluation PeriodEffective Date, Seller will request each Tenant deliver to execute an Purchaser completed forms of estoppel certificate certificates, in the form of attached hereto as 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, D-2 or delivers an estoppel certificate which is not in the form of Exhibit H. Purchaser agrees that an estoppel from for any Tenant in the form prescribed by its Tenant Lease and containing the information contemplated thereby, for all Tenants. Within two (2) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (a) approving 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. forms as completed by Seller or (b) Notwithstanding anything setting forth in detail all changes to such forms which Purchaser believes to be appropriate to make the contrary contained herein, completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that a Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit D-2 or the form prescribed by any Tenant’s Tenant Lease. Within one (1) Business Day following Seller’s receipt of Purchaser’s approval of the completed forms and/or the changes Purchaser desires to be made to the forms, Seller shall certify deliver to the Tenants the forms approved by Purchaser and the other forms completed by Seller pursuant to the immediately preceding sentence and Seller shall make reasonable inquiries to Tenant to encourage Tenant to return the estoppels prior to the expiration of the Inspection Period. Notwithstanding anything contained herein to the contrary, in its no event shall Seller’s failure to obtain the required number of acceptable estoppel confirming any matter set forth certificates in Section 8.1(f), then Seller's representations and warranties as to such matters shall terminate. The accordance with the provisions of this Section 7.2(b) shall survive the Closing and the execution and delivery of the Deed7.2 constitute a default by Seller under this Agreement.

Estoppels. (a) It will be a condition From and after the Effective Date, Seller shall request and endeavor to Closing that Seller obtain from each Tenant an executed estoppel certificate in and from the form prescribed by the Lease for each such Tenant dated no earlier than 30 days prior to Closing, except parties to the extent that Purchaser shall cause or request an extension of Declaration and to 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 ▇▇▇▇▇▇▇ License Agreement an estoppel certificate, in forms required by the applicable Leases or delivers an such documents or otherwise as mutually and reasonably agreed to between Seller and Purchaser. Notwithstanding such request, (a) the receipt of one or more estoppel certificates shall not be a condition precedent to Purchaser’s performance under this Agreement, (b) no claim by any Tenant or other party disclosed on a returned estoppel certificate which is not in the form shall give rise to any liability 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 Seller under this Agreement or otherwise or excuse Purchaser’s performance under this Agreement (except as provided below in this Section 7.2 for 4.4) and (c) Seller shall have absolutely no liability under this Agreement or otherwise to obtain any estoppel certificates. If an estoppel is received by Seller or Purchaser (including after the Closing Date), the matters certified to by the Tenant or the other party delivering such Tenantestoppel (the “Estoppel Matters”) shall, provided that with respect to the Seller Representations covered by such Estoppel Matters, have the following effect: (i) the rental information contained in such estoppel shall conform in all material respects to the rent roll delivered at Closingextent the Estoppel Matters confirm the Seller Representations, the Estoppel Matters shall be removed from the related Seller Representations from and after the date of Purchaser’s receipt of the related estoppel 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 hereinextent the Estoppel Matters allege matters that would, if true, result in a breach of the Seller Representations, such Estoppel Matters shall not remove the related Seller Representations and, to the extent that a Tenant breach does in fact exist, the parties shall certify in its estoppel confirming any matter have available the rights and remedies with respect thereto as 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 DeedArticle 9.

Estoppels. (a) It will be a condition to Closing that Seller obtain and deliver to Purchaser, from each Tenant an the major tenants listed on Exhibit D-1 (“Major Tenants”) and other Tenants leasing space which when added to the Major Tenants aggregates at least 80% of the leased space at the Improvements, executed estoppel certificates, with no material modifications from the estoppel certificate in the form prescribed by the Lease for each such Tenant dated no earlier than 30 days prior to Closingattached hereto as Exhibit D-2; provided, except however, (i) 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 so completed requires information not required of a Tenant under the end provisions of the Evaluation Periodits Tenant Lease, Seller will request each Tenant to execute an estoppel certificate in the form of Exhibit H required herein, and use exercise 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 for such Tenant in the form of Exhibit H. Purchaser agrees that completed as provided below, or in a form as close thereto as reasonably possible, but in any event an estoppel from any certificate executed by a Tenant in the form prescribed by such Tenant's its Tenant Lease shall satisfy the estoppel delivery condition in requirement of 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 Closing7.2(a), and (ii) there Purchaser will not unreasonably withhold approval of any estoppel certificate as modified by a Tenant and delivered by Seller to Purchaser, provided that the information included in such estoppel is not inconsistent with the information included in the estoppel form completed for such Tenant pursuant to the below provisions of this Section 7.2(a). Notwithstanding anything contained herein to the contrary, in no event shall be no material defaults which remain uncured after notice and expiration Seller’s failure to obtain the required number of applicable grace periodsacceptable estoppel certificates in accordance with the provisions of this Section 7.2(a) constitute a default by Seller under this Agreement. (b) Notwithstanding anything Seller, at its sole option, may elect to satisfy the contrary contained hereinrequirements of Section 7.2(a) by delivering a representation certificate of Seller in the form attached hereto as Exhibit E (a “Seller Certificate”). If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof, to the extent that from a Tenant shall certify for which Seller has delivered a Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its estoppel confirming any matter set forth in Section 8.1(f), then Seller's representations and warranties as to such matters shall terminateplace. The provisions of this Section 7.2(b) shall survive the Closing and the execution and delivery foregoing provision does not apply to any of the DeedMajor Tenants or to any other Tenants leasing, individually or in the aggregate, twenty percent (20%) or more of the leased rentable square feet of the Improvements.

Estoppels. (a) It will be If Purchaser has elected to designate the Estoppel Condition as a condition to Closing that in accordance with Section 4.5.2, and if Seller obtain from each Tenant an executed estoppel certificate in has not delivered the form prescribed by the Lease for each such Tenant dated no earlier than 30 days Estoppels to Purchaser at or prior to Closing, except to the extent that Purchaser shall cause or request an extension of the Closing Date. Notwithstanding the foregoing, Seller agrees shall have the right, upon written notice to request that each Tenant execute an estoppel certificate 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 form reasonably requested 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 annexed hereto as Exhibit H. No the parties shall proceed to Closing no later than five (5) Business Days after thereafter. If Purchaser has elected to designate the end 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 receive an immediate refund of the Evaluation PeriodDeposit, Seller will request each Tenant and neither party shall thereafter have any further liability or obligation hereunder except for such liabilities and obligations that are expressly stated herein to execute an estoppel certificate survive termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, 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 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, satisfying the Estoppel Condition under Section 4.5.2 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 Tenant7.2.5 (as applicable), provided that (i) such deviations do not materially adversely alter 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 DeedEstoppel.