Required Estoppel Form Clause Samples

Required Estoppel Form. Notwithstanding anything in this Agreement, Buyer agrees that the delivery by a Tenant of an estoppel certificate either (i) substantially in the form attached to or required under such Tenant’s Lease, or (ii) on a commercially reasonable, standard form of the Tenant in the case of any Tenant with a national or regional presence and multiple locations, shall be accepted by Buyer, and if and to the extent Seller delivers a Seller Estoppel to Buyer in connection with such Tenant, such Seller Estoppel shall be substantially in the form attached hereto as Exhibit G, as modified to reflect only the factual information required of the Tenant under the estoppel certificate required under such Tenant’s Lease or on such standard form. (d) SNDAs. Seller shall use commercially reasonable efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) from the Major Tenants. The form of the SNDA shall be promulgated by the Buyer or its lender. Buyer, with prior or concurrent notice to Seller, shall have the right to contact Tenants about the SNDAs and negotiate SNDAs directly with the Tenants. Seller shall reasonably cooperate with Buyer in the process of obtaining SNDAs. Buyer shall respond promptly to Tenant changes, modifications and comments to SNDAs and shall use commercially reasonable efforts to obtain final, executed SNDAs in a timely manner. Nothing herein shall prohibit or limit Seller from interaction with and direct contact with, any Tenant, at any time or from time to time, about an SNDA or such Tenant’s contacts with Buyer. It shall be a Buyer Closing Condition that Buyer shall have received SNDAs from the Major Tenants (which SNDAs shall be dated no earlier than forty-five (45) days prior to the Closing Date) no later than three (3) Business Days prior to the initial Closing Date, or if the Closing Date is extended as provided, below, no later than two (2) Business Days prior to the Closing Date, as extended; provided, however, such Buyer Closing Condition shall be deemed waived in its entirety if either or both of the following does not or has not occurred as and when required: (i) Buyer shall have delivered to Seller, for delivery to Tenants, completed SNDAs for all Major Tenants, on or before three (3) Business Days prior to the end of the Due Diligence Period; and (ii) The form of SNDA shall have been pre-approved by Buyer’s lender prior to delivery to Seller, and is a commercially reasonable, standard form (the foregoing subsec...