Common use of Required Estoppels Clause in Contracts

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 As a condition of the obligation of the UPREIT to close hereunder, the Partnership shall have obtained Tenant Estoppels without Adverse Claims, at or before the prior to Closing, from (A) Penney's, Boscov's, Value City, Home Depot, Regal Theater, Xxxxxxxx'x, Bed Bath & Beyond and Toys 'R Us (the foregoing being referred to as a condition to Purchaser's obligation to closethe "MAJOR TENANTS"), the Sellers shall cause Owner and from (and/or VCR, as applicableB) to deliver to Purchaser the following estoppel letters: 17.1.1 estoppel letters from each of the parties tenants whose leases cover at least two thirds (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%2/3) of the then-occupied balance of the gross leasable leaseable area of the Property (i.e., the balance after deduction for the Major Tenants). With respect to any Leases for which a Tenant Estoppel has not been obtained (or with respect to Tenant Estoppels which do not contain all information as set forth in Section 4.2(o)), the aggregate and in all events including the Tenant under each representations 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 General Partner as set forth in substantially the form of Exhibit Q attached hereto and made a part hereof and dated not more than thirty (30Section 4.2(o) 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 Leasesremain in effect unless the General Partner delivers to the UPREIT, at or prior to Closing, a statement disclosing any qualifications to such representations (b) VCR which shall be deemed encompassed within the meaning of an Adverse Claim as above set forth). For any tenancy in which an Adverse Claim has actually been asserted, the UPREIT shall have the right to establish an escrow arrangement, with an escrowee mutually approved by the General Partner and the UPREIT, whereby an amount reasonably estimated to cover the expense of curing the Adverse Claim (assuming the validity of the Adverse Claim, but without prejudice to the right of the General Partner to deny such validity), shall be placed in escrow, with such escrow to be administered in occupancy on a manner reasonably and jointly approved by the Closing Date General Partner and the UPREIT so as to serve as security for the cure of the space covered by Adverse Claim or for resolution of disputes relating thereto, with the VCR Showroom Leasefurther understanding that the General Partner shall have the reasonable right to control the contest and/or negotiation of the Adverse Claim. If the amount reasonably estimated to cure all Adverse Claims exceeds One Hundred Fifty Thousand Dollars ($150,000), 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 parties cannot otherwise agree for arrangements with respect to such Leasesthe Adverse Claims, then the Contributors may terminate this Agreement, whereupon the provisions of Section 11.2(b) of this Agreement shall be applicable.

Required Estoppels. At or before the Closing, and as a condition to Purchaser's obligation to close, the Sellers shall cause Owner least one (and/or VCR, as applicable1) 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 Business Day prior to the Closing Date, Seller shall have obtained and delivered to Purchaser a Lease Certificate duly executed by or on behalf of, (a) Wachovia Securities Financial Holdings, LLC trading as Wachovia Bank, N.A., Hunton & Wxxxxxxx LLP and LxXxxxx Xxxx, and (b) other tenants under Leases at the Property covering fifty percent (50%) of the remaining rentable office and retail square footage of the Improvements that are subject to Leases as of the Closing, exclusive of the rentable office and retail square footage leased to the tenants set forth in clause (a) of this Section 8.1.2, (i.e., said 50% being equal to 109,781 rentable square feet) (collectively, the “Required Estoppels”). Notwithstanding anything to the contrary contained herein, Purchaser shall not be obligated to accept any Lease Certificate as satisfying the requirements of this Section 8.1.2 (an “Unacceptable Lease Certificate”) which discloses any materially adverse matters that are not disclosed in Seller’s representations and warranties hereunder or in the applicable Leases, and if such Lease Certificate is deemed to be an Unacceptable Lease Certificate, the same shall not apply to the satisfaction of the condition to Closing set forth in this Section 8.1.2; provided, however, that if the foregoing shall not limit Seller’s right to deliver a Seller’s Estoppel Statement pursuant to Section 8.3.2 of this Agreement in lieu of any Unacceptable Lease Certificate. In any Lease provides for Certificate, other than any Lease Certificate relating to a Major Listed Tenant, any omission, qualification or limitation of or to the statement set forth in paragraph 17 of 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 certificate attached as Exhibit Q after being requested E-1, shall not cause a Lease Certificate 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 an Unacceptable 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 LeasesCertificate.

Required Estoppels. At The parties acknowledge that one or before more of the ClosingRequired Estoppel Certificates from certain Required Tenants may not have been delivered in connection with the First Closing Property on the First Closing Date as required by Section 7.9 of the Original Agreement. In such event, the Seller agrees that (i) the Seller’s Obligations regarding the delivery of such Required Estoppel Certificates (including Seller’s obligation to use good faith and commercially reasonable efforts to obtain them) shall continue after the First Closing Date, and as a condition to Purchaser's obligation to close(ii) until actual delivery of such Required Estoppels, the Sellers Seller shall cause Owner (and/or VCRbe deemed to have made such Required Estoppel Certificates, in the form most recently requested from the applicable Required Tenants, as applicable) to deliver to Purchaser the following estoppel letters: 17.1.1 estoppel letters from each additional representations and warranties under Section 6.1 of the parties (other than Owner) Original Agreement, but as qualified to the REASeller’s knowledge in all respects. For purposes of clarification of the foregoing clause (i) in this provision, the parties acknowledge and agree that an estoppel certificate has been delivered from the Required Tenant known as “Brick Bodies”, but such estoppel letters to be certificate has not yet satisfied the requirements of a Required Estoppel Certificate from such Required Tenant. In addition, for purposes of clarification of clause (ii) above in substantially this provision, the form of Exhibit P attached hereto representations and made a part hereof and dated as warranties of the Closing Date; and 17.1.2 estoppel letters from Tenants at Seller with regard to the Property which occupy in excess of seventy percent (70%Required Tenant Estoppels shall be treated as Guaranteed Obligations under Section 10.1(b) of the then-occupied gross leasable area Original Agreement and subject to the Basket, Cap and Survival Period under Section 10.1(a) of the Property in Original Agreement. Upon delivery of the aggregate Required Tenant Estoppels as executed by the Required Tenants, and in all events including the Tenant under each upon expiration of the VCR LeasesSurvival Period (regardless of whether or not the Required Estoppel Certificates as executed by the Required Tenants have been delivered at such time), the Tao Restaurant Leaseadditional representations and warranties created by this provision shall have expired and been extinguished, 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 with 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 further Obligations 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 Seller with respect to such Leasesthereto being deemed waived and released.