Required Estoppels. At or before the Closing, and as a condition to Purchaser's obligation to close, the Sellers shall cause Owner (and/or VCR, as applicable) to deliver to Purchaser the following estoppel letters:
17.1.1 estoppel letters from each of the parties (other than Owner) to the REA, such estoppel letters to be in substantially the form of Exhibit P attached hereto and made a part hereof and dated as of the Closing Date; and
17.1.2 estoppel letters from Tenants at the Property which occupy in excess of seventy percent (70%) of the then-occupied gross leasable area of the Property in the aggregate and in all events including the Tenant under each of the VCR Leases, the Tao Restaurant Lease, the Tao Nightclub Lease and the Diamond Resort Lease (such tenants, the "Required Tenants"), such estoppel letters to be in substantially the form of Exhibit Q attached hereto and made a part hereof and dated not more than thirty (30) days prior to the Closing Date; provided, however, that if any Lease provides for the form or content of an estoppel letter, Purchaser shall accept an estoppel letter as called for therein if any Tenant refuses to execute one in the form annexed hereto as Exhibit Q after being requested to do so by Owner (or VCR, as applicable). For purposes of this subsection 17.1.2 and Section 17.2, (a) the VCR Showroom Lease, the Gondola Lease and the VCR Office Lease shall be deemed to be Leases, (b) VCR shall be deemed to be in occupancy on the Closing Date of the space covered by the VCR Showroom Lease, the Gondola Lease and the VCR Office Lease, (c) the space covered by the Gondola Lease shall be deemed to only be the space covered by the Emporio d'Gondola store and (d) the execution and delivery by VCR on the Closing Date of the VCR Showroom Lease, the Gondola Lease and the VCR Office Lease shall be deemed to be execution and delivery by VCR of satisfactory tenant estoppel letters with respect to such Leases.
Required Estoppels. At or before the Closing Equitable shall deliver to Purchaser the following estoppel letters:
17.1.1 estoppel letters from all Anchors which are parties to Operating Agreements, such estoppel letters to be in substantially the form annexed hereto as Exhibit U; provided, however, that if any Operating Agreement provides for the form or content of an estoppel letter, Purchaser shall accept an estoppel letter as called for therein if an Anchor refuses to execute one in the form annexed hereto as Exhibit U after being requested to do so by Equitable; 17.
Required Estoppels. Purchaser’s obligation to consummate the Closing hereunder shall be conditioned upon its receipt at least three (3) Business Days prior to the Closing Date of the following estoppel letters (the “Required Estoppel Letters”), subject to Section 5.02, addressed to Seller and Purchaser:
(a) Estoppel letters from all Anchors (which shall include all of the current parties to the Operating Agreements) and Big Box Tenants, in substantially the forms annexed hereto as Exhibits C and D, as applicable; provided, however, that if any Lease or Operating Agreement provides for the form or content of an estoppel letter, Purchaser shall, subject to Section 5.03, accept an estoppel letter as called for therein if the applicable Anchor or Big Box Tenant refuses to execute one substantially in the forms annexed hereto as Exhibits C and D, as applicable, after being requested to do so by Seller.
(b) Estoppel letters from Tenants (other than Anchors and Big Box Tenants) under Leases in effect as of the date hereof relating to, in the aggregate, at least sixty five percent (65%) of the occupied gross leaseable area at the Shopping Center, such estoppel letters to be in substantially the form annexed hereto as Exhibit D; provided, however, that if any Lease provides for the form or content of an estoppel letter, Purchaser shall, subject to Section 5.03, accept an estoppel letter as called for therein if the applicable Tenant refuses to execute one substantially in the form annexed hereto as Exhibit D after being requested to do so by Seller.
(c) Estoppel letters from the ground sublessors under the Sears Ground Subleases, such estoppel letters to be in substantially the form annexed hereto as Exhibit E.
Required Estoppels. Notices to all of the Tenants executed by Seller notifying the Tenants of the purchase and sale in the form attached hereto as EXHIBIT T. Delivery by Seller of all items relating to the operation, management and leasing of the Real Property shall be made by leaving such items at the Real Property provided Seller acknowledges receipt thereof.
Required Estoppels a. The following Section 5.7 is hereby added immediately after Section 5.6 of the Agreement and the existing Section 5.7 is hereby renumbered to Section 5.8:
Required Estoppels. Purchaser shall have received the Required Estoppels; provided that if all Required Estoppels have not been received by Purchaser, Seller shall have the right, but not the obligation, to postpone the Closing for up to thirty (30) days to obtain any missing Required Estoppel.
Required Estoppels. At or before the Closing, Equitable shall deliver to Purchaser estoppel letters (a) from all Anchors and all other Tenants leasing 10,000 or more square feet of gross leasable area and (b) from 75% (by base rent and gross leasable area) of all Tenants at the Mall which are not Anchors or Tenants described in clause (a) above, such estoppel letters to be in substantially the form annexed hereto as Exhibit P (in the case of Anchors) or Exhibit Q (in the case of all other Tenants); provided, however, that if any Lease provides for the form or content of an estoppel letter, Purchaser shall accept an estoppel letter as called for therein if any Tenant refuses to execute one in the applicable form annexed hereto as an exhibit after being requested to do so by Equitable. Each estoppel letter provided for above shall be dated no earlier than 45 days prior to the Closing Date. If Equitable shall deliver to Purchaser 50 or more estoppel letters within five (5) Business Days prior to the Closing, Purchaser shall have the right, by giving notice to Equitable of its election to do so, to adjourn the Closing to a day which is the fifth (5th) Business Day after its receipt of the last such estoppel letter (or if such day is not a Business Day, to the next Business Day). The right provided for in the preceding sentence shall be exercisable by Purchaser notwithstanding the fact that Purchaser may have theretofore fully utilized its rights of adjournment under Section 5.01. For purposes of this Section 17.01, the term "Tenant" shall not include Tenants under Leases that are licenses and concession agreements which have original 47 terms, as they may be extended by renewal rights, of less than six (6) months.
Required Estoppels. Transferees' obligation to consummate the Closing hereunder shall be conditioned upon its receipt of the following estoppel letters, each to be dated no earlier than June 9, 1998 (the "Required Estoppel Letters"):
(a) Estoppel letters from all Adjoining Owners in substantially the form of the estoppel letter annexed hereto as Exhibit L-1; provided, however, that if any Operating Agreement provides for the form or content of an estoppel letter, Transferees shall accept an estoppel letter as called for therein if the Adjoining Owner refuses to execute one in the form annexed hereto as Exhibit L-1 after requested to do by Transferors.
(b) Estoppel letters (i) from all Anchors which are Tenants under Leases, if any, such estoppel letters to be in substantially the form of the estoppel letter annexed hereto as Exhibit L-2 and (ii) from Tenants leasing in the aggregate not less than 85% of the gross leasable area leased at the Mall by Tenants other than Anchors, such estoppel letters to be in substantially the form of the estoppel letter annexed hereto as Exhibit M; provided, however, that if any Lease provides for the form or content of an estoppel letter, Transferees shall accept an estoppel letter as called for therein if any Tenant refuses to execute one in the applicable form annexed hereto after being requested to do so by Transferors.
Required Estoppels. 79 17.2 The Sellers' Estoppels ..................................... 80 17.3 Variance between Estoppels and Forms Annexed as Exhibits ... 81 17.4 All Estoppels to be Delivered .............................. 82 Page ---- 18. Notices ............................................................... 82
Required Estoppels. 84 SECTION 15.02. Transferor's Estoppels . . . . . . . 85 SECTION 15.03. Variance Between Estoppels and Forms Annexed as Exhibits. . . . . . . . .
