Ground Lessor Estoppel Certificates Sample Clauses

Ground Lessor Estoppel Certificates. 1. Seller shall, within five (5) days after the date of this Agreement, send ground lessor estoppel certificates (individually, a "Ground Lessor Estoppel Certificate" and collectively, the "Ground Lessor Estoppel Certificates") to the following representatives of the lessors under the Ground Lease (collectively hereinafter referred to as the "Ground Lessors"): (i) Xxxxx Xxxx of NationsBank N.A., who represents (a) NationsBank N.A., as trustee under the Xxx Xxxxxxxxx Trust Agreement dated October 21, 1994, and (b) Xxx. Xxxxxx Xxxxxxxxx Van Tuin, (together the parties identified in clauses (a) and (b) hold a one-third interest as lessor under the Ground Lease), (ii) Xxx Xxxxxxxxx, who represents the Xxxxxxxx Trust (holder of a one-third interest as lessor under the Ground Lease), and (iii) Xxxxx Band, who represents Xxx Xxxxx Xxxxx, both individually and as trustee under the Xxxxx Trust (together, holders of a one-third interest as lessor under the Ground Lease). The Ground Lessor Estoppel Certificates sent to such parties by Seller shall be in the form of EXHIBIT W attached hereto (the "Form Ground Lessor Estoppel Certificate"). It shall be a condition to Seller's obligation to sell the Property pursuant to this Agreement that Seller obtain (and provide copies to Purchaser at Closing) Ground Lessor Estoppel Certificates executed by each of the Ground Lessors.
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Ground Lessor Estoppel Certificates. Welltower shall use commercially reasonable efforts to obtain and deliver prior to or at the Initial Closing or any Subsequent Closing in which such Facility is to be included an estoppel certificate with respect to each Leased Facility that is subject to a Ground Lease that is set forth on Section 1.01(a) of the Welltower Disclosure Letter, provided that as to any Ground Lessors who customarily provide an estoppel certificate on their own form or who are Lessors under a Ground Lease that prescribes a form of estoppel certificate, the estoppel certificate may be in such form so long as such estoppel certificate does not disclose a default or other adverse information that contradicts information disclosed to Investor in the Welltower Disclosure Letter (which contradiction is not of a de minimis variety or extent) (each, a “Ground Lessor Estoppel Certificate”) from the Ground Lessor at issue. Investor’s receipt of Ground Lessor Estoppel Certificates that satisfy the requirements of the first sentence of this Section 4.12(b) shall be referred to herein as the “Ground Lessor Estoppel Certificate Condition” and Welltower shall be deemed to have satisfied the Ground Lessor Estoppel Certificate Condition when it has delivered to Investor, Ground Lessor Estoppel Certificates that satisfy the requirements set forth in the first sentence of this Section 4.12(b). Welltower shall prepare the Ground Lessor Estoppel Certificates and distribute them to the applicable Ground Lessors reasonably promptly following the date on which the Parties and the Lenders agree as to the form of such Ground Lessor Estoppel Certificates (and any document of which they form a part).
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Ground Lessor Estoppel Certificates. Seller shall deliver to Buyer a Ground Lessor Estoppel Certificate in substantially the form attached hereto as Exhibit E from the ground lessor prior to Closing.
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Ground Lessor Estoppel Certificates. The Waisterisk Sellers shall diligently attempt to obtain and deliver to the TAR Xxxxx Xxxx Purchaser and the TAR Big Sand Purchaser, not later than ( ) Business Days prior to the Closing Date, an estoppel certificate or certification from the lessor under each Ground Lease, substantially in the form attached to the applicable Ground Lease or substantially in the form attached hereto as Exhibit T-1 (as to the Xxxxx Xxxx Ground Lease) and Exhibit T-2 (as to the Big Sand Ground Lease), as modified to address specific issues raised by individual Ground Leases, dated no earlier than ( ) days prior to Closing (the “Ground Lessor Estoppels”).
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Related to Ground Lessor Estoppel Certificates

  • Tenant Estoppel Certificates (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.

  • Estoppel Certificates Within fifteen (15) days after Landlord’s request, Tenant shall execute, acknowledge and deliver to Landlord a written statement certifying: (i) that none of the terms or provisions of this Lease have been changed (or if they have been changed, stating how); (ii) that this Lease has not been canceled or terminated; (iii) the last date of payment of Base Rent and other charges and the time period covered; (iv) that Landlord is not in default under this Lease (or if Tenant states that Landlord is in default, describing it in reasonable detail); and (v) such other information with respect to Tenant or this Lease as Landlord may reasonably request or which any prospective purchaser or encumbrancer of the Property may require. Landlord may deliver any such statement by Tenant to any such prospective purchaser or encumbrancer, which may rely conclusively upon such statement as true and correct. If Tenant does not deliver such statement to Landlord within such fifteen (15) day period, Landlord, and any such prospective purchaser or encumbrancer, may conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have not been changed except as represented by Landlord; (ii) that this Lease has not been canceled or terminated except as otherwise represented by Landlord; (iii) that not more than one (1) month’s Base Rent or other charges have been paid in advance; and (iv) that Landlord is not in default under this Lease. In such event, Tenant shall be estopped from denying the truth of such facts.

  • TENANT'S ESTOPPEL CERTIFICATE From time to time, upon written request of Landlord, Tenant shall execute, acknowledge and deliver to Landlord or its designee, a written certificate stating (a) the date this Lease was executed, the Commencement Date of the Term and the date the Term expires; (b) the date Tenant entered into occupancy of the Premises; (c) the amount of Rent and the date to which such Rent has been paid; (d) that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way (or, if assigned, modified, supplemented or amended, specifying the date and terms of any agreement so affecting this Lease); (e) that this Lease represents the entire agreement between the parties with respect to Tenant’s right to use and occupy the Premises (or specifying such other agreements, if any); (f) that all obligations under this Lease to be performed by Landlord as of the date of such certificate have been satisfied (or specifying those as to which Tenant claims that Landlord has yet to perform); (g) that all required contributions by Landlord to Tenant on account of Tenant’s improvements have been received (or stating exceptions thereto); (h) that on such date there exist no defenses or offsets that Tenant has against the enforcement of this Lease by Landlord (or stating exceptions thereto); (i) that no Rent or other sum payable by Tenant hereunder has been paid more than one (1) month in advance (or stating exceptions thereto); (j) that a currently valid Letter of Credit has been deposited with Landlord, stating the original amount thereof and any increases or decreases thereto; and (k) any other matters evidencing the status of this Lease that may be required either by a lender making a loan to Landlord to be secured by a deed of trust covering the Building or the Project or by a purchaser of the Building or the Project. Any such certificate delivered pursuant to this Paragraph 30 may be relied upon by a prospective purchaser of Landlord’s interest or a mortgagee of Landlord’s interest or assignee of any mortgage upon Landlord’s interest in the Premises. If Tenant shall fail to provide such certificate within ten (10) days of receipt by Tenant of a written request by Landlord as herein provided, such failure shall, at Landlord’s election, constitute a Default under this Lease, and Tenant shall be deemed to have given such certificate as above provided without modification and shall be deemed to have admitted the accuracy of any information supplied by Landlord to a prospective purchaser or mortgagee.

  • Tenant Estoppel Certificate Please refer to the documents described in Schedule 1 hereto, (the “Lease Documents”) including the “Lease” therein described; all defined terms in this Certificate shall have the same meanings as set forth in the Lease unless otherwise expressly set forth herein. The undersigned Tenant hereby certifies that it is the tenant under the Lease. Tenant hereby further acknowledges that it has been advised that the Lease may be collaterally assigned in connection with a proposed financing secured by the Property and/or may be assigned in connection with a sale of the Property and certifies both to Landlord and to any and all prospective mortgagees and purchasers of the Property, including any trustee on behalf of any holders of notes or other similar instruments, any holders from time to time of such notes or other instruments, and their respective successors and assigns (the “Beneficiaries”) that as of the date hereof:

  • Possession; Estoppel Certificates Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

  • SUBORDINATION; ESTOPPEL CERTIFICATES This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize such party as the lessor hereunder provided that such party agrees not to disturb Tenant’s occupancy so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder. Within 10 days after request by Landlord, Tenant shall execute such further instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers.

  • Estoppel Certificate Tenant shall from time to time, upon written request by Landlord or any Lender execute, acknowledge and deliver to Landlord or such Lender, within ten (10) business days after receipt of such request, a statement in writing certifying, without limitation: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, identifying such modifications and certifying that the Lease, as modified, is in full force and effect); (ii) the dates to which Rent and any other charges have been paid; (iii) that Landlord is not in default under any provision of this Lease (or if Landlord is in default, specifying each such default) and that, if true, no events or conditions exist which, with the passage of time or notice or both, would constitute a default on the part of Landlord hereunder, (iv) the address to which notices to Tenant shall be sent; (v) the amount of Tenant’s security deposit and (vi) such other factual statements as may be reasonably requested by Landlord; it being understood that any such statement so delivered may be relied upon in connection with any lease, mortgage or transfer. Tenant’s failure to deliver such statement within such time shall be conclusive upon Tenant that: (i) this Lease is in full force and effect and has not been modified except as Landlord may represent; (ii) not more than one (1) month’s Rent has been paid in advance; (iii) there are no defaults by Landlord; (iv) notices to Tenant shall be sent to Tenant’s Address as set forth in Article 1 of this Lease; and (v) that all other statements contained in such estoppel are true and correct. Notwithstanding the presumptions of this Article, Tenant shall not be relieved of its obligation to deliver said statement.

  • Subordination Estoppel Certificate (a) Provided Tenant’s right of possession of the Premises shall not be disturbed during the Term by the Mortgagee so long as there is no then existing Event of Default, this Lease shall be subordinate at all times to the lien of any mortgages and deeds of trust now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Tenant further agrees to execute and deliver within 10 days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. The Mortgagee shall have thirty (30) days from receipt of Tenant’s notice within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage.

  • FORM OF TENANT’S ESTOPPEL CERTIFICATE The undersigned as Tenant under that certain Lease (the “Lease”) made and entered into as of ___________, 201_ by and between _______________ as Landlord, and the undersigned as Tenant, for Premises on the ______________ floor(s) of the office building located at [INSERT BUILDING ADDRESS], certifies as follows:

  • Tenant Estoppels Seller shall have obtained and delivered to Purchaser, at least one (1) Business Day before the Closing Date, executed Tenant Estoppels from tenants comprising at least seventy-five percent (75%) of the occupied rentable area of the Building, including a Tenant Estoppel from (a) HDR Engineering, Inc., (b) Intelius, Inc., (c) Sucker Punch Productions, LLC, and (d) Global Scholar, Inc. (the “Required Estoppel Percentage”), with such Tenant Estoppels not indicating any material defaults under the applicable Lease or any material inconsistencies with respect to the facts or information set forth in the applicable Lease, except to the extent the same have been disclosed in Schedule 5.1.7(vii). If necessary to achieve the Required Estoppel Percentage for the Building, Seller, at its option, may deliver to Purchaser a representation letter substantially in the form of Exhibit C-2 (each, a “Seller Estoppel”) with respect to one or more Leases; provided, however, such Seller Estoppels shall not collectively represent in excess of ten percent (10%) of the occupied rentable area of the Building. Seller’s liability under each Seller Estoppel shall expire and be of no further force or effect on the earlier of: (A) nine (9) months following the Closing Date, or (B) the date that Purchaser receives a Tenant Estoppel (not indicating any material defaults under the applicable Lease or any material inconsistencies with respect to the facts or information set forth in the applicable Lease, except to the extent the same have been disclosed in Schedule 5.1.7(vii)) from the applicable tenant. In addition, Seller’s liability under any Seller Estoppel shall be subject to the limitations of Sections 5.4 and 10.2 hereof. A Tenant Estoppel shall be deemed acceptable regardless of whether a guarantor of the Lease executes the joinder by guarantor contained in the Tenant Estoppel; provided, however, that in such instances where the applicable guaranty requires the guarantor to execute an estoppel, such guarantor estoppel shall be (i) required to be deemed an acceptable Tenant Estoppel, and (ii) in substantially the form of, and to the extent required by, the applicable guaranty.

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