EU SURVEY 5.1. The participant shall complete and submit the online EU Survey after the mobility abroad within 30 calendar days upon receipt of the invitation to complete it.
Estoppel Statement (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (A) the original principal amount of the Note, (B) the unpaid principal amount of the Loan, (C) the Interest Rate of the Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the Debt, if any, and (F) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Title Commitment and Survey (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.
Title Report If no Additional Mortgage Policy is required with respect to such Additional Mortgaged Property, a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date such Additional Mortgage is to be recorded and satisfactory in form and substance to Administrative Agent;
Title Commitment (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before July 25, 2013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before August 8, 2013 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Due Diligence Materials Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser for its review the following items:
a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller);
b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available;
c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule;
d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any;
e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office;
f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable);
g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.
Preliminary Title Report (a) Not later than four (4) business days after the date of this Agreement, Seller, with Buyer's assistance and cooperation as necessary, shall arrange for the Title Company to prepare and deliver to Buyer a preliminary title report (the "Title Report") covering the Real Property dated not earlier than the date of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy of title insurance, together with a recent ALTA survey of the Real Property certified by a licensed land surveyor and a legible copy of each recorded document underlying any exceptions shown in the Title Report. Subject only to the following permitted exceptions (the "Permitted Exceptions"), Seller shall cause all exceptions to title to the Real Property set forth in such Title Report to be removed prior to the Closing: (1) the standard printed exceptions contained in the Title Company's form of Owner's Policy; (2) building restrictions and zoning regulations heretofore or hereafter adopted by any municipal or other public authority relating to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyer, in Buyer's sole discretion, specifically and expressly consents in writing prior to the Closing. Buyer shall pay all fees and costs associated with obtaining the Title Report.
(b) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's receipt of the Title Report to disapprove, in Buyer's sole discretion, any matters set forth in the Title Report; provided, however, that Buyer may not disapprove of the exceptions described in items (1), (2) and (3) of Section 5.13(a). If Buyer timely disapproves of any matters set forth in the Title Report, other than with respect to the exceptions described in items (1), (2) and (3) of Section 5.13(a), Seller shall have three (3) business days to indicate in writing whether Seller will cause such disapproved matters to be removed as exceptions to title prior to or concurrently with the Closing. Seller's failure to timely respond shall be deemed to constitute Seller's irrevocable agreement to remove all such disapproved matters as exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved matters as exceptions to title, Buyer may elect to (i) proceed with the transaction contemplated hereby and take title subject to such disapproved matters, or (ii) terminate this Agreement. Buyer's failure to make such election within three (3) business days after being informed of Seller's decision shall be deemed an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreement.
Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement.
(b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.
Diligence Materials The Company has provided to the Representative and Representative Counsel all materials required or necessary to respond in all material respects to the diligence request submitted to the Company or Company Counsel by the Representative.
Estoppel Statements Within ten (10) days after request therefor by City, Tenant shall deliver, in recordable form, an estoppel statement certifying that this Lease is in full force and effect; the date of Tenant’s most recent payment of Rent, and that Tenant has no defenses or offsets outstanding, or stating those claimed, and any other information reasonably requested. Failure to deliver said statement within the specified period shall be conclusive upon Tenant that: (i) this Lease is in full force and effect, without modification except as may be represented by City; (ii) there are no uncured defaults in City’s performance and Tenant has no right of offset, counterclaim or deduction against Rent hereunder; and
