Common use of Review of Tenant Estoppels Clause in Contracts

Review of Tenant Estoppels. Seller shall deliver to each tenant of the Property an estoppel certificate in substantially the form of Exhibit E attached hereto (the "Tenant Estoppels"), and shall request that the tenants complete and sign the Tenant Estoppels and return them to Seller. Seller shall deliver copies of the completed Tenant Estoppels to Purchaser as Seller receives them. Purchaser shall notify Seller within three (3) days of receipt of any Tenant Estoppel in the event Purchaser determines such Tenant Estoppel is not acceptable to Purchaser along with the reasons for such determination. In the event Purchaser fails to give such notice within such three (3) day period then any such Tenant Estoppel shall be deemed to be acceptable to Purchaser. In the event that Seller fails to obtain the Tenant Estoppels (or in lieu thereof, at Seller's option, Seller estoppels therefor) that are satisfactory to Purchaser with respect to all of the tenants of the Property, Purchaser shall have until the Approval Date to terminate this Agreement by written notice to Seller. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit shall be returned to Purchaser and each party shall bear its own costs incurred hereunder. If Purchaser fails to give Seller a notice of termination as set forth above, Purchaser shall be deemed to have approved the Tenant Estoppels (and Seller estoppels, if applicable) and to have elected to proceed with the purchase of the Property pursuant to the terms hereof. Any Tenant Estoppel which is received from a tenant after Seller provides its own estoppel may be substituted for Seller's estoppel and Seller shall have no further liability thereunder, provided that such Tenant Estoppel contains no changes or, if changed, is otherwise reasonably acceptable to Purchaser. The provisions of this Section 3.4 shall survive the Closing.

Review of Tenant Estoppels. Seller shall deliver to -------------------------- each tenant of the Property Properties an estoppel certificate in substantially the form of Exhibit E attached hereto (the "Tenant Estoppels"), ) and shall request that the --------- ---------------- tenants complete and sign the Tenant Estoppels and return them to Seller. No Tenant Estoppel shall be dated more than thirty (30) days prior to the Closing Date. Seller shall deliver copies of the completed Tenant Estoppels to Purchaser Buyer as Seller receives them. Purchaser Buyer shall notify Seller within three (3) business days of receipt of any Tenant Estoppel in the event Purchaser if Buyer determines that such Tenant Estoppel is not acceptable to Purchaser Buyer, along with the reasons for such determination. In the event Purchaser If Buyer fails to give such notice within such three (3) business day period period, then any such Tenant Estoppel shall be deemed to be acceptable to PurchaserBuyer. In the event that If Seller fails to obtain the Tenant Estoppels from (i) at least seventy-five percent (75%) of the Tenants leasing greater than five thousand (5,000) square feet of space within each of the Properties and (ii) at least fifty percent (50%) of the Tenants leasing five thousand (5,000) square feet of space or in lieu thereofless within each of the Properties, at Seller's option, Seller estoppels therefor) that are satisfactory to Purchaser Buyer with respect to all of the tenants of the PropertyProperties on or before ten (10) business days prior to the Closing Date, Purchaser Buyer shall have until the Approval Date right to terminate this Agreement by written notice to Seller. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit and all interest thereon shall be returned to Purchaser Buyer, and each party shall bear its own costs incurred hereunder. If Purchaser Buyer fails to give Seller a notice of termination as set forth above, Purchaser Buyer shall be deemed to have approved the Tenant Estoppels (and Seller estoppels, if applicableEstoppels (as defined below) and to have elected to proceed with the purchase of the Property Properties pursuant to the terms hereof. Any Seller shall deliver an estoppel certificate in substantially the form of Exhibit E attached hereto as to any --------- premises for which a Tenant Estoppel which has not been obtained (the "Seller ------- Estoppels"), with such estoppel certificate to be executed by the --------- landlord/owner of the leased premises. In the event a Tenant Estoppel is received from a tenant obtained after the Closing Date, such Tenant Estoppel shall replace the Seller provides its own estoppel may be substituted for Seller's estoppel Estoppel to the extent they are not inconsistent, and Seller shall not have no further any obligations or liability thereunder, provided under the Seller Estoppel to the extent that such Tenant Estoppel contains no changes or, if changed, it is otherwise reasonably acceptable to Purchaserso replaced. The provisions of this Section 3.4 shall survive the Closing.

Review of Tenant Estoppels. Promptly after the Effective Date, Seller shall deliver to each tenant of the Property an estoppel certificate in substantially the form of Exhibit E E-1 attached hereto (the "Tenant Estoppels"), and shall request that the tenants complete and sign the Tenant Estoppels and return them to Seller. Seller shall deliver copies of the any and all completed Tenant Estoppels to Purchaser as Seller receives them. ; provided, however, that Purchaser shall notify Seller within three not be obligated to close hereunder unless Tenant Estoppels, dated not more than sixty (360) days prior to the date of receipt the Closing, are delivered to Purchaser for at least seventy-five per cent (75%) of those tenants leasing twenty-five thousand (25,000) square feet of rentable space or more. If Seller does not deliver the required number of Tenant Estoppels to Purchaser, as aforesaid, then Seller shall provide Purchaser at the Closing with a Seller's estoppel, in the form attached hereto as Exhibit E-2 (the "Seller's Certificate") for those space tenants necessary to satisfy the required number of Tenant Estoppels to be delivered by Seller to Purchaser. Seller's liability with respect to any Seller's estoppel to the extent delivered to Purchaser, as aforesaid, shall survive the Closing until the earlier to occur 12 of: (i) one (1) year from the date of the Closing; or (ii) the date that a Tenant Estoppel in satisfying the event Purchaser determines such Tenant Estoppel requirements of this Agreement is not acceptable to Purchaser along with obtained from the reasons for such determination. In the event Purchaser fails to give such notice within such three applicable tenant (3) day period then any such it being understood and agreed that a Tenant Estoppel shall be deemed to be acceptable to Purchasersatisfy the requirements of this Agreement if (i) such Tenant Estoppel does not contain any material changes from the forms attached hereto, and (ii) does not contain any information that differs materially from the information set forth in Exhibits Q and S attached hereto). In the event that Seller fails to obtain the Tenant Estoppels (or in lieu thereof, at Seller's option, Seller estoppels therefor) that are satisfactory to Purchaser with respect to all of the tenants of the Property, Purchaser shall have until no obligation to consummate the Approval Date to terminate this Agreement by written notice to transaction contemplated hereby unless, at the Closing, Purchaser receives a Tenant Estoppel or a Seller. If this Agreement is terminated pursuant to 's Certificate for 75% of those tenants leasing 25,000 square feet of rentable space or more which does not contain any material changes from the foregoing provisions of this paragraph, then neither party shall have forms attached hereto and does not contain any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to information that differs materially from the other provisions of this Agreement), the Deposit shall be returned to Purchaser and each party shall bear its own costs incurred hereunder. If Purchaser fails to give Seller a notice of termination as information set forth above, Purchaser shall be deemed to have approved the Tenant Estoppels (in Exhibits Q and Seller estoppels, if applicable) and to have elected to proceed with the purchase of the Property pursuant to the terms hereof. Any Tenant Estoppel which is received from a tenant after Seller provides its own estoppel may be substituted for Seller's estoppel and Seller shall have no further liability thereunder, provided that such Tenant Estoppel contains no changes or, if changed, is otherwise reasonably acceptable to Purchaser. The provisions of this Section 3.4 shall survive the ClosingS attached hereto.

Review of Tenant Estoppels. Seller shall deliver to each tenant of the Property an estoppel certificate in substantially the form of Exhibit E attached hereto (or the form of estoppel certificate a tenant is obligated to deliver pursuant to its Lease, such form being referred to herein as the "Lease Tenant Estoppels") (all of such tenant estoppels, including the Lease Tenant Estoppels, are referred to herein as the "Tenant Estoppels"), and shall request that the tenants complete and sign the Tenant Estoppels and return them to Seller. Seller shall deliver copies of the completed Tenant Estoppels to Purchaser as Seller receives them. Purchaser shall notify Seller within three (3) business days of receipt of any Tenant Estoppel in the event Purchaser determines such Tenant Estoppel is not acceptable to Purchaser along with the reasons for such determination. In the event Purchaser fails to give such notice within such three (3) business day period then any such Tenant Estoppel shall be deemed to be acceptable to Purchaser. Notwithstanding anything in this Agreement to the contrary, however, Purchaser acknowledges and agrees that it may not disapprove a Lease Tenant Estoppel by reason of the fact that it does not contain matters other than matters that the Tenant is required to state in its Lease Tenant Estoppel. In the event that Seller fails to obtain the Tenant Estoppels from (or a) each of the tenants listed on Exhibit F attached hereto (the "Major Tenants"), and (b) a sufficient number of the remaining tenants such that Purchaser shall have received in lieu thereofthe aggregate Tenant Estoppel certificates from tenants (including the Major Tenants) leasing seventy-five percent (75%) of the space in the Improvements that is leased by Tenants (including the Major Tenants), at Seller's option, Seller estoppels therefor) that are in a form satisfactory or deemed satisfactory to Purchaser with respect on or before five (5) days prior to all of the tenants of the PropertyClosing, Purchaser shall have until the Approval Date right to terminate this Agreement by written notice to Seller. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then the Deposit shall be returned to Purchaser, the Loan Deposit shall be returned by Seller (if the Loan Deposit has theretofore been provided by Purchaser to Seller, and except to the extent provided in Article X), neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit shall be returned to Purchaser and each party shall bear its own costs incurred hereunder. If Purchaser fails to give Seller a notice of termination as set forth above, Purchaser shall be deemed to have approved the Tenant Estoppels (and Seller estoppels, if applicable) and to have elected to proceed with the purchase of the Property pursuant to the terms hereof. Any Tenant Estoppel which is received from a tenant after Seller provides its own estoppel may be substituted for Seller's estoppel and Seller shall have no further liability thereunder, provided that such Tenant Estoppel contains no changes or, if changed, is otherwise reasonably acceptable to Purchaser. The provisions of this Section 3.4 shall survive the Closing.

Review of Tenant Estoppels. Seller shall deliver to each tenant of the Property an estoppel certificate in substantially the form of Exhibit E F attached hereto (the "Tenant Estoppels"), and shall request that the tenants complete and sign the Tenant Estoppels and return them to Seller. Seller shall deliver copies of the completed Tenant Estoppels to Purchaser as Seller receives them. If Purchaser determines that an executed Tenant Estoppel is unacceptable, Purchaser shall notify Seller of such determination within three (3) business days of Purchaser's receipt of any such executed Tenant Estoppel from Seller, and shall include in the event Purchaser determines such Tenant Estoppel is not acceptable to Purchaser along with the notice a statement of Purchaser's reasons for such determination, provided that Purchaser may not object to any executed Tenant Estoppel which is in conformity with Exhibit F and the terms of the Lease in question. In the event Any executed Tenant Estoppel as to which Purchaser fails to give such notice of objection within such three (3) business day period then any such Tenant Estoppel shall be deemed to be acceptable to Purchaser. In the event that Seller fails to obtain the Tenant Estoppels (or or, in lieu thereof, at Seller's option, Seller estoppels thereforestoppels) that are satisfactory acceptable to Purchaser with respect to all of the tenants of the PropertyProperty that meet the tenant estoppel standards described on Exhibit G attached hereto at or prior to the Closing, Purchaser shall have until the Approval Date right to terminate this Agreement by written notice to Seller. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit and any accrued interest thereon shall be returned to Purchaser and each party shall bear its own costs incurred hereunder. If Purchaser fails to give Seller a notice of termination as set forth above, Purchaser shall be deemed to have approved the Tenant Estoppels (and or Seller estoppelsestoppels in lieu thereof, if applicable) and to have elected to proceed with the purchase of the Property pursuant to the terms hereof. Any Tenant Estoppel which is received from a tenant after Seller provides its own estoppel in lieu thereof may be substituted for Seller's estoppel and estoppel, after which Seller shall have no further liability thereunder, provided that such Tenant Estoppel contains no changes or, if changed, is otherwise reasonably acceptable to Purchaser. The provisions of this Section 3.4 shall survive the Closing.

Review of Tenant Estoppels. Within five (5) days of the Effective Date, Seller shall deliver to each tenant of the Property an estoppel certificate in substantially the form of Exhibit E G attached hereto (the "Tenant Estoppels"), ) and shall request that the tenants complete and sign the Tenant Estoppels and return them to Seller; provided, however, Purchaser acknowledges that each tenant shall only be obligated to return an estoppel certificate as set forth in said tenant's lease. Seller shall deliver copies of the completed Tenant Estoppels to Purchaser as Seller receives themthem and deliver the originals thereof to Purchaser at the Closing. Purchaser shall notify Seller within three (3) business days of receipt of any Tenant Estoppel in the event Purchaser determines such Tenant Estoppel is not reasonably acceptable to Purchaser along with the reasons for such determination. In the event Purchaser fails to give such notice within such three (3) business day period then any such Tenant Estoppel shall be deemed to be acceptable to Purchaser. In the event that Seller fails to obtain the Tenant Estoppels or at a minimum, estoppel certificates containing the information required under said tenants' leases (or in lieu thereofthereof (except for Flack & Kurtz), at Seller's option, Seller estoppels thereforXxxler xxxxppels therefor in the form of the Tenant Estoppel set forth in Exhibit G for not more than ten (10%) percent of the currently occupied space at the Property as of the Effective Date) that are reasonably satisfactory to Purchaser with respect on or before three (3) business days prior to all Closing from (a) Flack & Kurtz and (b) those tenantx xxxupyxxx xt least sixty (60%) percent of the tenants rentable square feet of the PropertyProperty (which shall include the rentable square feet occupied by Flack & Kurtz), Purchaser in the aggregate, xxxx Purxxxxxr shall have until the Approval Date right to terminate this Agreement by written notice to Seller. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this AgreementAgreement other than the obligations set forth in Article 11 hereof, which shall void and thereupon of no force or effect), the Deposit shall be returned to Purchaser and each party shall bear its own costs incurred hereunder. If Purchaser fails to give Seller a notice of termination as set forth above, Purchaser shall be deemed to have approved the Tenant Estoppels (and Seller estoppels, if applicable) and to have elected to proceed with the purchase of the Property pursuant to the terms hereof. Except as otherwise provided in the succeeding sentence, the representations and warranties set forth in any Seller estoppels shall survive the Closing for a period of one (1) year and Seller's liability to Purchaser for a breach of any representation or warranty set forth in any Seller estoppels shall be subject to Section 5.3 hereof. Any Tenant Estoppel which is received from a tenant after Seller provides its own estoppel may be substituted for Seller's estoppel and Seller shall have no further liability thereunder, provided that such Tenant Estoppel contains no changes or, if changed, is otherwise reasonably acceptable to Purchaser. The provisions of this Section 3.4 shall survive the Closing.

Review of Tenant Estoppels. Seller shall deliver to each tenant of the Property an estoppel certificate in substantially the form of Exhibit E attached hereto (the "Tenant Estoppels"), and shall request that the tenants complete and sign the Tenant Estoppels and return them to Seller. Seller shall deliver copies of the completed Tenant Estoppels to Purchaser as Seller receives themthem by means of transmittal letters that indicate that Purchaser has five (5) business days to object to the Tenant Estoppels sent therewith. Purchaser shall notify Seller within three five (35) business days of receipt of any Tenant Estoppel in the event Purchaser determines such Tenant Estoppel is not acceptable to Purchaser along with the reasons for such determination. In the event that Seller's transmittal letter indicates that Purchaser has five (5) business days to object to the Tenant Estoppels delivered therewith and Purchaser fails to give such notice within such three five (35) business day period period, then any such Tenant Estoppel shall be deemed to be acceptable to Purchaser. In the event that Seller fails to obtain the Tenant Estoppels (or in lieu thereof, at Seller's option, Seller estoppels therefor) that are satisfactory to Purchaser with respect to all of the tenants of the PropertyProperty that meet the tenant estoppel standards described on Exhibit F attached hereto on or before five (5) days prior to Closing, Purchaser shall have until the Approval Date right to terminate this Agreement by written notice to Seller. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit shall be returned to Purchaser Purchaser, and each party the sole liability of Seller shall bear its own costs incurred hereunderbe as provided in the fifth sentence of Section 2.2 above. If Purchaser fails to give Seller a notice of termination as set forth above, Purchaser shall be deemed to have approved the Tenant Estoppels (and Seller estoppels, if applicable) and to have elected to proceed with the purchase of the Property pursuant to the terms hereof. Any Tenant Estoppel which is received from a tenant after Seller provides its own estoppel may be substituted for Seller's estoppel and Seller shall have no further liability thereunder, provided that such Tenant Estoppel contains no changes or, if changed, is otherwise reasonably acceptable to Purchaser. The provisions of this Section 3.4 shall survive the Closing.