Lender Estoppel Sample Clauses
Lender Estoppel. Lender hereby represents and warrants to Borrower, Original Indemnitor and Substitute Obligors that, to the “actual knowledge of Lender”:
a. as of the date hereof, no default or Event of Default under the Loan Documents has occurred and is continuing, and
b. no facts or circumstances exist which with the giving of notice and/or the passage of time would constitute an Event of Default. For purposes of this paragraph, the “actual knowledge of Lender” shall mean the actual knowledge of employees of Wachovia Bank National Association (“Wachovia”) actively involved with the transactions described herein or with the servicing of the Loan without any independent inquiry or investigation. The “actual knowledge of Lender” shall not include knowledge imputed from other Lender Parties (as defined below) or other groups or employees of Wachovia not actively involved in the servicing of the Loan. Lender reserves the right to declare any existing default or Event of Default which is not currently known but which subsequently comes to the attention of Lender.
Lender Estoppel. Lender hereby acknowledges and confirms each of the following:
a. Lender has not waived any of Lender’s rights under the Loan Documents (other than the partial releases set forth in Sections 7, 8 and 9 hereof).
b. There are no outstanding notices of default given by Lender that remain uncured.
Lender Estoppel. Seller shall obtain an estoppel from Lender certifying (i) the amount of principal and interest outstanding under the Existing Debt as of the Closing Date, (ii) the amount of funds held in any reserve or escrow accounts for the benefit of Lender for which Seller will receive a credit against the Purchase Price, and (iii) there are no defaults or events that with notice or the passage of time or both, would constitute a default by Seller under any of the Loan Documents.
Lender Estoppel. Lender hereby represents and warrants to Borrower, each Original Indemnitor, Assignee and Assignor that, to the “actual knowledge of Lender:” (i) as of the date hereof, no Event of Default under the Loan Documents has occurred and is continuing, and (ii) no facts or circumstances exist which, through the passage of time, would constitute an Event of Default. For purposes of this paragraph, the “actual knowledge of Lender” shall mean the actual knowledge of employees of ▇▇▇▇▇ Fargo Bank, N.A. (“▇▇▇▇▇ Fargo”) actively involved with the transactions described herein or with the servicing of the Loan without any independent inquiry or investigation. The “actual knowledge of Lender” shall not include knowledge imputed from other Lender Parties or other groups or employees of ▇▇▇▇▇ Fargo not actively involved in the servicing of the Loan. Lender reserves the right to declare any existing Event of Default which is not currently known but which subsequently comes to the attention of Lender.
Lender Estoppel. An estoppel certificate duly executed by Lender, in form acceptable to Purchaser, dated not earlier than five (5) days prior to the Closing Date, and certifying, among other things, that there are no defaults under the Loan Documents, nor have any events occurred which with the passage of time or the giving of notice or both would constitute a default under the Loan Documents. If Lender refuses or fails to provide such an estoppel certificate in a form acceptable to Purchaser, then, notwithstanding anything in this Agreement to the contrary, Purchaser’s sole and exclusive remedy shall be to either (i) waive delivery of such estoppel certificate, or (ii) terminate this Agreement upon written notice to Seller, whereupon the ▇▇▇▇▇▇▇ Money shall be returned by Escrow Agent to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further obligations hereunder except for the Surviving Obligations.
Lender Estoppel. The Lender Estoppel from the holder of the Mercantile Indebtedness in conformity with Section 14.1.4.