Common use of Review of Tenant Estoppels Clause in Contracts

Review of Tenant Estoppels. Seller shall deliver to -------------------------- each tenant of the 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 Buyer as Seller receives them. Buyer shall notify Seller within three (3) business days of receipt of any Tenant Estoppel if Buyer determines that such Tenant Estoppel is not acceptable to Buyer, along with the reasons for such determination. If Buyer fails to give such notice within such three (3) business day period, then any such Tenant Estoppel shall be deemed to be acceptable to Buyer. If Seller fails to obtain 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 less within each of the Properties, that are satisfactory to Buyer with respect to tenants of the Properties on or before ten (10) business days prior to the Closing Date, Buyer shall have the 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 Buyer, and each party shall bear its own costs incurred hereunder. If Buyer fails to give Seller a notice of termination as set forth above, Buyer shall be deemed to have approved the Tenant Estoppels and Seller Estoppels (as defined below) and to have elected to proceed with the purchase of the Properties pursuant to the terms hereof. Seller shall deliver an estoppel certificate in substantially the form of Exhibit E attached hereto as to any --------- premises for which a Tenant Estoppel 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 obtained after the Closing Date, such Tenant Estoppel shall replace the Seller Estoppel to the extent they are not inconsistent, and Seller shall not have any obligations or liability under the Seller Estoppel to the extent that it is so replaced. 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 Properties 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. No Tenant Estoppel ; provided, however, Purchaser acknowledges that each tenant shall only be dated more than thirty (30) days prior obligated to the Closing Datereturn an estoppel certificate as set forth in said tenant's lease. Seller shall deliver copies of the completed Tenant Estoppels to Buyer Purchaser as Seller receives themthem and deliver the originals thereof to Purchaser at the Closing. Buyer Purchaser shall notify Seller within three (3) business days of receipt of any Tenant Estoppel if Buyer in the event Purchaser determines that such Tenant Estoppel is not reasonably acceptable to Buyer, Purchaser along with the reasons for such determination. If Buyer In the event Purchaser 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 BuyerPurchaser. If In the event that Seller fails to obtain the Tenant Estoppels from or at a minimum, estoppel certificates containing the information required under said tenants' leases (i) or in lieu thereof (except for Flack & Kurtz), at least seventy-five percent Seller's option, Xxxler xxxxppels therefor in the form of the Tenant Estoppel set forth in Exhibit G for not more than ten (7510%) percent of the Tenants leasing greater than five thousand (5,000) square feet of currently occupied space within each at the Property as of the Properties and (iiEffective Date) at least fifty percent (50%) of the Tenants leasing five thousand (5,000) square feet of space or less within each of the Properties, that are reasonably satisfactory to Buyer with respect to tenants of the Properties Purchaser on or before ten three (103) business days prior to Closing from (a) Flack & Kurtz and (b) those tenantx xxxupyxxx xt least sixty (60%) percent of the Closing Daterentable square feet of the Property (which shall include the rentable square feet occupied by Flack & Kurtz), Buyer in the aggregate, xxxx Purxxxxxr shall have the 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 and all interest thereon shall be returned to Buyer, Purchaser and each party shall bear its own costs incurred hereunder. If Buyer Purchaser fails to give Seller a notice of termination as set forth above, Buyer Purchaser shall be deemed to have approved the Tenant Estoppels (and Seller Estoppels (as defined belowestoppels, if applicable) and to have elected to proceed with the purchase of the Properties 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 deliver an estoppel certificate in substantially the form of Exhibit E attached hereto as to any --------- premises for which a Tenant Estoppel has not been obtained (the "Seller ------- Estoppels")have no further liability thereunder, with such estoppel certificate to be executed by the --------- landlord/owner of the leased premises. In the event a Tenant Estoppel is obtained after the Closing Date, provided that such Tenant Estoppel shall replace the Seller Estoppel contains no changes or, if changed, is otherwise reasonably acceptable to the extent they are not inconsistent, and Seller shall not have any obligations or liability under the Seller Estoppel to the extent that it is so replacedPurchaser. The provisions of this Section 3.4 shall survive the Closing.

Review of Tenant Estoppels. Seller shall deliver to -------------------------- each tenant of the Properties 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. 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 Buyer Purchaser as Seller receives them. Buyer 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 if Buyer determines that from Seller, and shall include in such Tenant Estoppel is not acceptable to Buyer, 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. If Buyer 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 period shall be deemed to be acceptable to BuyerPurchaser. If In the event Seller fails to obtain Tenant Estoppels from (ior, in lieu thereof, at Seller's option, Seller estoppels) 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 less within each of the Properties, that are satisfactory acceptable to Buyer Purchaser with respect to tenants of the Properties Property that meet the tenant estoppel standards described on Exhibit G attached hereto at or before ten (10) business days prior to the Closing DateClosing, Buyer Purchaser shall have the 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 any accrued interest thereon shall be returned to Buyer, Purchaser and each party shall bear its own costs incurred hereunder. If Buyer Purchaser fails to give Seller a notice of termination as set forth above, Buyer Purchaser shall be deemed to have approved the Tenant Estoppels and (or Seller Estoppels (as defined belowestoppels in lieu thereof, if applicable) and to have elected to proceed with the purchase of the Properties 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, after which Seller shall deliver an estoppel certificate in substantially the form of Exhibit E attached hereto as to any --------- premises for which a Tenant Estoppel has not been obtained (the "Seller ------- Estoppels")have no further liability thereunder, with such estoppel certificate to be executed by the --------- landlord/owner of the leased premises. In the event a Tenant Estoppel is obtained after the Closing Date, provided that such Tenant Estoppel shall replace the Seller Estoppel contains no changes or, if changed, is otherwise reasonably acceptable to the extent they are not inconsistent, and Seller shall not have any obligations or liability under the Seller Estoppel to the extent that it is so replacedPurchaser. The provisions of this Section 3.4 shall survive the Closing.

Review of Tenant Estoppels. Seller shall deliver to -------------------------- each tenant of the Properties 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. 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 Buyer Purchaser as Seller receives them. Buyer Purchaser shall notify Seller within three (3) business days of receipt of any Tenant Estoppel if Buyer in the event Purchaser determines that such Tenant Estoppel is not acceptable to Buyer, Purchaser along with the reasons for such determination. If Buyer In the event Purchaser 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 BuyerPurchaser. If In the event that Seller fails to obtain the Tenant Estoppels from (ior in lieu thereof, at Seller's option, Seller estoppels therefor) 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 less within each of the Properties, that are satisfactory to Buyer Purchaser with respect to all of the tenants of the Properties on or before ten (10) business days prior to the Closing DateProperty, Buyer Purchaser shall have until the right 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 and all interest thereon shall be returned to Buyer, Purchaser and each party shall bear its own costs incurred hereunder. If Buyer Purchaser fails to give Seller a notice of termination as set forth above, Buyer Purchaser shall be deemed to have approved the Tenant Estoppels (and Seller Estoppels (as defined belowestoppels, if applicable) and to have elected to proceed with the purchase of the Properties 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 deliver an estoppel certificate in substantially the form of Exhibit E attached hereto as to any --------- premises for which a Tenant Estoppel has not been obtained (the "Seller ------- Estoppels")have no further liability thereunder, with such estoppel certificate to be executed by the --------- landlord/owner of the leased premises. In the event a Tenant Estoppel is obtained after the Closing Date, provided that such Tenant Estoppel shall replace the Seller Estoppel contains no changes or, if changed, is otherwise reasonably acceptable to the extent they are not inconsistent, and Seller shall not have any obligations or liability under the Seller Estoppel to the extent that it is so replacedPurchaser. The provisions of this Section 3.4 shall survive the Closing.

Review of Tenant Estoppels. Seller shall deliver to -------------------------- each tenant of the Properties 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. 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 Buyer Purchaser as Seller receives them. Buyer Purchaser shall notify Seller within three (3) business days of receipt of any Tenant Estoppel if Buyer in the event Purchaser determines that such Tenant Estoppel is not acceptable to Buyer, Purchaser along with the reasons for such determination. If Buyer In the event Purchaser 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 BuyerPurchaser. If 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 Tenant Estoppels from (ia) at least 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 the 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 leasing greater than five thousand (5,000) square feet of space within each of including the Properties and (ii) at least fifty percent (50%) of the Tenants leasing five thousand (5,000) square feet of space or less within each of the PropertiesMajor Tenants), that are in a form satisfactory or deemed satisfactory to Buyer with respect to tenants of the Properties Purchaser on or before ten five (105) business days prior to the Closing DateClosing, Buyer Purchaser shall have the 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 and all interest thereon shall be returned to Buyer, and each party shall bear its own costs incurred hereunder. If Buyer Purchaser fails to give Seller a notice of termination as set forth above, Buyer Purchaser shall be deemed to have approved the Tenant Estoppels and Seller Estoppels (as defined below) and to have elected to proceed with the purchase of the Properties Property pursuant to the terms hereof. Seller shall deliver an estoppel certificate in substantially the form of Exhibit E attached hereto as to any --------- premises for which a Tenant Estoppel 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 obtained after the Closing Date, such Tenant Estoppel shall replace the Seller Estoppel to the extent they are not inconsistent, and Seller shall not have any obligations or liability under the Seller Estoppel to the extent that it is so 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 Properties 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. No Seller shall deliver copies of any and all completed Tenant Estoppel Estoppels to Purchaser as Seller receives them; provided, however, that Purchaser shall not be obligated to close hereunder unless Tenant Estoppels, dated not more than thirty sixty (3060) days prior to the Closing Date. Seller shall deliver copies date of the completed 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 Buyer Purchaser, as aforesaid, then Seller receives themshall 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. Buyer Seller's liability with respect to any Seller's estoppel to the extent delivered to Purchaser, as aforesaid, shall notify Seller within three survive the Closing until the earlier to occur 12 of: (3i) business days one (1) year from the date of receipt of any the Closing; or (ii) the date that a Tenant Estoppel if Buyer determines satisfying the requirements of this Agreement is obtained from the applicable tenant (it being understood and agreed that such Tenant Estoppel is not acceptable to Buyer, along with the reasons for such determination. If Buyer fails to give such notice within such three (3) business day period, then any such a Tenant Estoppel shall be deemed to be acceptable to Buyer. If Seller fails to obtain Tenant Estoppels from satisfy the requirements of this Agreement if (i) at least seventy-five percent (75%) of such Tenant Estoppel does not contain any material changes from the Tenants leasing greater than five thousand (5,000) square feet of space within each of the Properties 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). Purchaser shall have no obligation to consummate the transaction contemplated hereby unless, at least fifty percent (50%) the Closing, Purchaser receives a Tenant Estoppel or a Seller's Certificate for 75% of the Tenants those tenants leasing five thousand (5,000) 25,000 square feet of rentable space or less within each of more which does not contain any material changes from the Properties, forms attached hereto and does not contain any information that are satisfactory to Buyer with respect to tenants of differs materially from the Properties on or before ten (10) business days prior to the Closing Date, Buyer shall have the 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 Buyer, and each party shall bear its own costs incurred hereunder. If Buyer fails to give Seller a notice of termination as information set forth above, Buyer shall be deemed to have approved the Tenant Estoppels in Exhibits Q and Seller Estoppels (as defined below) and to have elected to proceed with the purchase of the Properties pursuant to the terms hereof. Seller shall deliver an estoppel certificate in substantially the form of Exhibit E S attached hereto as to any --------- premises for which a Tenant Estoppel 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 obtained after the Closing Date, such Tenant Estoppel shall replace the Seller Estoppel to the extent they are not inconsistent, and Seller shall not have any obligations or liability under the Seller Estoppel to the extent that it is so replaced. The provisions of this Section 3.4 shall survive the Closinghereto.

Review of Tenant Estoppels. Seller shall deliver to -------------------------- each tenant of the Properties 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. 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 Buyer 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. Buyer Purchaser shall notify Seller within three five (35) business days of receipt of any Tenant Estoppel if Buyer in the event Purchaser determines that such Tenant Estoppel is not acceptable to Buyer, Purchaser along with the reasons for such determination. If Buyer 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, then any such Tenant Estoppel shall be deemed to be acceptable to BuyerPurchaser. If In the event that Seller fails to obtain the Tenant Estoppels from (ior in lieu thereof, at Seller's option, Seller estoppels therefor) 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 less within each of the Properties, that are satisfactory to Buyer Purchaser with respect to tenants of the Properties Property that meet the tenant estoppel standards described on Exhibit F attached hereto on or before ten five (105) business days prior to the Closing DateClosing, Buyer Purchaser shall have the 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 BuyerPurchaser, 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 Buyer Purchaser fails to give Seller a notice of termination as set forth above, Buyer Purchaser shall be deemed to have approved the Tenant Estoppels (and Seller Estoppels (as defined belowestoppels, if applicable) and to have elected to proceed with the purchase of the Properties 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 deliver an estoppel certificate in substantially the form of Exhibit E attached hereto as to any --------- premises for which a Tenant Estoppel has not been obtained (the "Seller ------- Estoppels")have no further liability thereunder, with such estoppel certificate to be executed by the --------- landlord/owner of the leased premises. In the event a Tenant Estoppel is obtained after the Closing Date, provided that such Tenant Estoppel shall replace the Seller Estoppel contains no changes or, if changed, is otherwise reasonably acceptable to the extent they are not inconsistent, and Seller shall not have any obligations or liability under the Seller Estoppel to the extent that it is so replacedPurchaser. The provisions of this Section 3.4 shall survive the Closing.