Common use of Seller Estoppels Clause in Contracts

Seller Estoppels. Notwithstanding anything in Section 3.4 or Exhibit F to the contrary, if Tenant Estoppels are obtained from the tenants named on Exhibit F (each a “Named Tenant”) and from tenants which, together with the Named Tenants, comprise at least 80% of the total retail floor area of the Real Property (measured by square feet of retail floor area), Seller may satisfy the Tenant Estoppel Requirement by providing Seller estoppels in substantially the form of Exhibit F on behalf of such tenant(s) under any one or more leases (other than a lease with a Named Tenant) for which a Tenant Estoppel is not received as are necessary to cover any shortfall in satisfying the Tenant Estoppel Requirement, and any such Seller estoppels may be relied on by Purchaser and its lender; provided, however, notwithstanding anything to the contrary provided for in this Agreement, (a) all representations, warranties and certificates by Seller in any Seller estoppel shall be qualified and limited to Seller’s knowledge, (b) any estoppel not initially provided by a tenant but provided by such tenant before or after Closing shall replace the Seller estoppel for that lease, in which event Seller shall have no further liability under such Seller’s estoppel, and (c) in no event shall Seller be required to give any further estoppels once the Tenant Estoppel Requirement has been satisfied by Tenant Estoppels and Seller estoppels.

Seller Estoppels. Notwithstanding anything in Section 3.4 To the extent Seller is unable to obtain Tenant Estoppels, or Exhibit F any items required to the contrarybe therein, if Tenant Estoppels are obtained from the tenants named on Exhibit F Required Tenants (each a “Named Tenant”) and from tenants which, together with the Named other than Major Tenants, comprise at least 80% of the total retail floor area of the Real Property (measured by square feet of retail floor area), Seller may satisfy Purchase and Sale Agreement shall have delivered to Buyer on the Closing Date a certification (a “Seller Estoppel”) in the form and on the terms attached hereto as Exhibit G (or as otherwise provided in Section 8(c) below). Seller shall have the right, but not the obligation, to fulfill such condition to closing by delivery of a Seller Estoppel, and if a Seller Estoppel is tendered by Seller, Buyer shall be obligated to accept such Seller Estoppel if such Seller Estoppel (i) is dated no earlier than forty-five (45) days prior to the Closing Date, (ii) conforms to the most recent Rent Roll, (iii) alleges no defaults, offsets, or claims against Seller, and (iv) alleges no facts that are inconsistent in any material respect with the representations and warranties of Seller in this Agreement or the Due Diligence Materials provided by Seller to Buyer. If Seller is later able to deliver to Buyer a Tenant Estoppel from any Tenant as to which Seller has provided a Seller Estoppel, the Seller Estoppel shall be and become null and void as to each statement of fact or representation that is substantially identical to a similar fact or representation in the Tenant Estoppel, and to the extent the Tenant Estoppel Requirement by providing covers in all material respects the information covered in the Seller estoppels in substantially Estoppel, the form of Exhibit F on behalf of Seller Estoppel as to such tenant(s) Tenant shall become null and void. In no event shall Seller have any liability under any one or more leases (other than Seller Estoppel unless a lease with a Named Tenant) for which a Tenant Estoppel is not received as are necessary to cover any shortfall in satisfying claim thereon exceeds the Tenant Estoppel Requirement, Material Damage Floor and any such Seller estoppels may be relied on by Purchaser and its lender; provided, however, notwithstanding anything to the contrary provided for in this Agreement, (a) all representations, warranties and certificates by Seller in any Seller estoppel shall be qualified and limited to Seller’s knowledge, (b) any estoppel not initially provided by a tenant but provided by such tenant before or after Closing shall replace the Seller estoppel for that lease, in which event Seller shall have no further liability under such Seller’s estoppel, and (c) in no event shall any liability of Seller be required to give under any further estoppels once Seller Estoppel exceed the Tenant Estoppel Requirement has been satisfied by Tenant Estoppels and Seller estoppelsMaterial Damage Ceiling.

Seller Estoppels. Notwithstanding anything To the extent Seller is unable to obtain Tenant Estoppels, or any items required to be therein, from the Required Tenants, Seller shall have delivered to Buyer on the Closing Date a certification (a “Seller Estoppel”) in the form and on the terms attached hereto as Exhibit G (or as otherwise provided in Section 3.4 or Exhibit F 8(c) below). Seller shall have the right, but not the obligation, to fulfill such condition to closing by delivery of a Seller Estoppel, and if a Seller Estoppel is tendered by Seller, Buyer shall be obligated to accept such Seller Estoppel if such Seller Estoppel (i) is dated no earlier than forty-five (45) days prior to the contraryClosing Date, if Tenant Estoppels (ii) conforms to the most recent Rent Roll, (iii) alleges no defaults, offsets, or claims against Seller, and (iv) alleges no facts that are obtained from the tenants named on Exhibit F (each a “Named Tenant”) and from tenants which, together inconsistent in any material respect with the Named Tenantsrepresentations and warranties of Seller in this Agreement or the Due Diligence Materials provided by Seller to Buyer. If Seller is later able to deliver to Buyer a Tenant Estoppel from any Tenant as to which Seller has provided a Seller Estoppel, comprise at least 80% the Seller Estoppel shall be and become null and void as to each statement of fact or representation that is substantially identical to a similar fact or representation in the total retail floor area of Tenant Estoppel, and to the Real Property (measured by square feet of retail floor area), Seller may satisfy extent the Tenant Estoppel Requirement by providing Seller estoppels covers in substantially all material respects the form of Exhibit F on behalf of such tenant(s) under any one or more leases (other than a lease with a Named Tenant) for which a Tenant Estoppel is not received as are necessary to cover any shortfall information covered in satisfying the Tenant Estoppel Requirement, and any such Seller estoppels may be relied on by Purchaser and its lender; provided, however, notwithstanding anything to the contrary provided for in this Agreement, (a) all representations, warranties and certificates by Seller in any Seller estoppel shall be qualified and limited to Seller’s knowledge, (b) any estoppel not initially provided by a tenant but provided by such tenant before or after Closing shall replace the Seller estoppel for that leaseEstoppel, in which event the Seller Estoppel as to such Tenant shall have no further liability under such Seller’s estoppel, become null and void. (c) in no event shall Seller be required to give any further estoppels once the Tenant Estoppel Requirement has been satisfied by Tenant Estoppels and Seller estoppels.)

Seller Estoppels. Notwithstanding anything To the extent Seller obtains Tenant Estoppels from all Required Tenants, but is unable to obtain Tenant Estoppels, or any items required to be therein, from the remaining Tenants, Seller shall have the right, but not the obligation, to deliver to Buyer on the Closing Date a certification (a “Seller Estoppel”) in the form and on the terms attached hereto as Exhibit I (or as otherwise provided in Section 3.4 or Exhibit F 8(c) below). If a Seller Estoppel is tendered by Seller as to a remaining Tenant, Buyer shall be obligated to accept such Seller Estoppel if such Seller Estoppel (i) is dated no earlier than thirty (30) days prior to the contraryClosing Date, if Tenant Estoppels (ii) conforms to the most recent Rent Roll, (iii) alleges no defaults, offsets, or claims against Seller, and (iv) alleges no facts that are obtained from the tenants named on Exhibit F (each a “Named Tenant”) and from tenants which, together inconsistent in any material respect with the Named Tenantsrepresentations and warranties of Seller in this Agreement or the Due Diligence Materials provided by Seller to Buyer. If Seller is later able to deliver to Buyer a Tenant Estoppel from any Tenant as to which Seller has provided a Seller Estoppel, comprise at least 80% the Seller Estoppel shall be and become null and void as to each statement of fact or representation that is substantially identical to a similar fact or representation in the total retail floor area of Tenant Estoppel, and to the Real Property (measured by square feet of retail floor area), Seller may satisfy extent the Tenant Estoppel Requirement by providing Seller estoppels covers in substantially all material respects the form of Exhibit F on behalf of such tenant(s) under any one or more leases (other than a lease with a Named Tenant) for which a Tenant Estoppel is not received as are necessary to cover any shortfall information covered in satisfying the Tenant Estoppel Requirement, and any such Seller estoppels may be relied on by Purchaser and its lender; provided, however, notwithstanding anything to the contrary provided for in this Agreement, (a) all representations, warranties and certificates by Seller in any Seller estoppel shall be qualified and limited to Seller’s knowledge, (b) any estoppel not initially provided by a tenant but provided by such tenant before or after Closing shall replace the Seller estoppel for that leaseEstoppel, in which event the Seller Estoppel as to such Tenant shall have no further liability under such Seller’s estoppel, become null and void. (c) in no event shall Seller be required to give any further estoppels once the Tenant Estoppel Requirement has been satisfied by Tenant Estoppels and Seller estoppels.)

Seller Estoppels. Notwithstanding anything in Section 3.4 To the extent Seller is unable to obtain Tenant Estoppels, or Exhibit F any items required to the contrarybe therein, if Tenant Estoppels are obtained from the tenants named on Exhibit F Required Tenants (each a “Named Tenant”) and from tenants which, together with the Named other than Major Tenants, comprise at least 80% of the total retail floor area of the Real Property (measured by square feet of retail floor area), Seller may satisfy shall have delivered to Buyer on the Closing Date a certification (a “Seller Estoppel”) in the form and on the terms attached hereto as Exhibit G (or as otherwise provided in Section 8(c) below). Seller shall have the right, but not the obligation, to fulfill such condition to closing by delivery of a Seller Estoppel, and if a Seller Estoppel is tendered by Seller, Buyer shall be obligated to accept such Seller Estoppel if such Seller Estoppel (i) is dated no earlier than forty-five (45) days prior to the Closing Date, (ii) conforms to the most recent Rent Roll, (iii) alleges no defaults, offsets, or claims against Seller, and (iv) alleges no facts that are inconsistent in any material respect with the representations and warranties of Seller in this Agreement or the Due Diligence Materials provided by Seller to Buyer. If Seller is later able to deliver to Buyer a Tenant Estoppel from any Tenant as to which Seller has provided a Seller Estoppel, the Seller Estoppel shall be and become null and void as to each statement of fact or representation that is substantially identical to a similar fact or representation in the Tenant Estoppel, and to the extent the Tenant Estoppel Requirement by providing covers in all material respects the information covered in the Seller estoppels in substantially Estoppel, the form of Exhibit F on behalf of Seller Estoppel as to such tenant(s) Tenant shall become null and void. In no event shall Seller have any liability under any one or more leases (other than Seller Estoppel unless a lease with a Named Tenant) for which a Tenant Estoppel is not received as are necessary to cover any shortfall in satisfying claim thereon exceeds the Tenant Estoppel Requirement, Material Damage Floor and any such Seller estoppels may be relied on by Purchaser and its lender; provided, however, notwithstanding anything to the contrary provided for in this Agreement, (a) all representations, warranties and certificates by Seller in any Seller estoppel shall be qualified and limited to Seller’s knowledge, (b) any estoppel not initially provided by a tenant but provided by such tenant before or after Closing shall replace the Seller estoppel for that lease, in which event Seller shall have no further liability under such Seller’s estoppel, and (c) in no event shall any liability of Seller be required to give under any further estoppels once Seller Estoppel exceed the Tenant Estoppel Requirement has been satisfied by Tenant Estoppels and Seller estoppelsMaterial Damage Ceiling.