Tenant Estoppel Certificates. (a) Seller agrees from and after receipt of the Assumption Approval as set forth in Section 9.1 and provided this Agreement is in full force and effect, within five (5) business days after being requested by Purchaser to do so, to deliver to all tenants of the Property a request for an estoppel certificate in the form of EXHIBIT D attached hereto, which form may be revised if so requested by the Existing Lender. The parties agree that, subject to the provisions of subparagraph (b) below, it shall be a condition to Purchaser's obligation to close under this Agreement that an estoppel certificate either substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, dated not earlier than ten (10) business days prior to the Closing Date, be delivered to Purchaser no later than five (5) business days before Closing from tenants under the Leases occupying, in the aggregate, not less than 75% of the rentable area of the Property, including all tenants occupying at least a full floor or more of space (a "TENANT ESTOPPEL"), Seller agrees to use good faith efforts to obtain such Tenant Estoppels, provided however, Seller shall not be obligated to pay tenants in order to do so. Notwithstanding the foregoing, if at Closing Seller delivers such Tenant Estoppels from tenants occupying at least 60% of the rentable area of the Property, Seller may execute and deliver to Purchaser, at Closing, its own certificate with respect to tenants occupying up to an additional 15% of the rentable area of the Property (substantially in the form of EXHIBIT D or in the form required by a tenant's Lease, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one hundred and eighty (180) days after Closing, or (b) the date Purchaser obtains an estoppel certificate from a tenant for whom Seller delivered a Seller's Estoppel Certificate.
(b) The parties agree that each Tenant Estoppel containing non-material exceptions, qualifications or modifications shall be deemed to be an acceptable estoppel certificate for purposes of this Section 7.4.5. In the event a Tenant Estoppel contains a material exception or qualification or alleges a material default by Seller (collectively, a "MATERIAL DEFAULT"), subject to the following provisions of this Section 7.4.5), Purchaser's sole and e...
Tenant Estoppel Certificates. Within ten (10) days after written request from Landlord, Tenant shall execute and deliver to Landlord or Landlord's designee, a written statement certifying (a) that this Lease is unmodified and in full force and effect, or is in full force and effect as modified and stating the modifications; (b) the amount of Base Rent and the date to which Base Rent and additional rent have been paid in advance; (c) the amount of any security deposited with Landlord; and (d) that Landlord is not in default hereunder or, if Landlord is claimed to be in default, stating the nature of any claimed default. Any such statement may be relied upon by a purchaser, assignee or lender. Tenant's failure to execute and deliver such statement within the time required shall at Landlord's election be a default under this Lease and shall also be conclusive upon Tenant that: (1) this Lease is in full force and effect and has not been modified except as represented by Landlord; (2) there are no uncured defaults in Landlord's performance and that Tenant has no right of offset, counter-claim or deduction against Rent; and (3) not more than one month's Rent has been paid in advance.
Tenant Estoppel Certificates. All originally executed Tenant Estoppel Certificates as may be in Seller’s possession;
Tenant Estoppel Certificates. Prior to Closing, each Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser from the Tenant under each Lease of such Seller’s Property an estoppel certificate in substantially the form attached hereto as Exhibit “T-1” or, if any Lease requires a different form, in the form required by such Lease, all dated no more than thirty (30) days prior to the Closing Date (each, a “Tenant Estoppel Certificate”). The statements made by the tenants in such Tenant Estoppel Certificates shall not disclose any material defaults under such Lease and shall not disclose any information that is materially inconsistent with the information disclosed with respect to such Lease on Exhibits “D-1” through “D-3.” Purchaser shall have the right to approve the form of Estoppel Certificate to be delivered to a tenant for signature prior to such delivery. None of the Sellers shall be in default for failure to obtain any Tenant Estoppel Certificates. If any of the Properties includes a Lease under which the Tenant is the GSA, such Property’s Seller shall use commercially reasonable efforts to obtain a novation agreement with respect to such Lease before Closing and, if such novation agreement is not obtained as of the Closing, such Seller shall continue to use commercially reasonable efforts to obtain such novation agreement as soon as is practicable after Closing. With respect to any such Lease to a GSA Tenant, the term “Tenant Estoppel Certificate” as used herein shall mean a statement of lease in form reasonably satisfactory to the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive the Closing.
Tenant Estoppel Certificates. Seller shall endeavor in good faith (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to Closing a written Tenant Estoppel Certificate in the form attached hereto as EXHIBIT “I” signed by each tenant under each of the Leases; provided that delivery of such signed Tenant Estoppel Certificates shall be a condition of Closing only to the extent set forth in Section 6.1(d) hereof; and in no event shall the inability or failure of Seller to obtain and deliver said Tenant Estoppel Certificates (Seller having used its good faith efforts as set forth above) be a default of Seller hereunder.
Tenant Estoppel Certificates. 10 Article 26
Tenant Estoppel Certificates. Prior to the expiration of the ---------------------------- Inspection Period, Seller shall use reasonable efforts to obtain a tenant estoppel certificate, substantially in the form attached hereto as Exhibit "G", ----------- duly executed by tenant or tenants, as the case may be, representing 100% of the rentable square footage actually demised under Leases as of the date hereof ("Estoppel Certificate Requirement"). If a different form of Tenant Estoppel Certificate is required pursuant to the terms and conditions in any respective tenant leases, then that form of Tenant Estoppel Certificate shall be utilized herein for said tenant(s). A Tenant Estoppel Certificate shall not be deemed unsatisfactory merely because any tenant qualifies any statement or certification therein, except as to a clear, factual statement or certification by such tenant, by a "best of knowledge" or "actual knowledge" standard or similar provision. If Seller has not delivered 100% of the Tenant Estoppel Certificates to Buyer at least five (5) days prior to the expiration of the Inspection Period or, if Buyer closes on or before February 26, 1999, by February 25, 1999, Buyer may terminate this Agreement by written notice given to Seller prior to expiration of the Inspection Period, in which event the Xxxxxxx Money, together with all interest earned thereon, shall be forthwith refunded to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. In the absence of such written notice, the contingency provided for in this Section shall no longer be applicable, and this Agreement shall continue in full force and effect.
Tenant Estoppel Certificates. Borrower shall have delivered to Lender estoppel certificates from all of the tenants at the Property in form and substance satisfactory to Lender.
Tenant Estoppel Certificates. Tenant agrees, within ten (10) days after request by Lessor, to deliver to Lessor or Lessor’s designee, including without limitation, the present or any future holder of any mortgage(s) on the Project or the Premises, or any prospective purchaser of the Project or Premises, a written estoppel certificate: (i) certifying that this Lease is unmodified and in full force and effect, or if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications; (ii) stating the dates to which the Rent and other charges hereunder have been paid by Tenant; (iii) stating whether or not Lessor is in default in the performance of any Provision of this Lease, and, if so, specifying each such default; (iv) agreeing that Tenant and Lessor will not thereafter modify this Lease without the approval of any mortgagee identified by Lessor; (v) agreeing that, except for any security deposit required herein, Tenant shall not prepay any Rent more than 30 days in advance; and (vi) such other matters relating to this Lease as may reasonably be requested. Any such estoppel certificate delivered pursuant hereto may be relied upon by any owner of the Project, any prospective purchaser of the Project, any mortgagee or prospective mortgagee of the Project or of Lessor’s interest, or any prospective assignee of any such mortgagee. Tenant acknowledges that failure to comply with this Section 32 on a timely basis could result in a loss of a favorable sale or financing and Tenant agrees to be liable for any consequential damages resulting from Tenant’s breach hereunder.
Tenant Estoppel Certificates. Tenant, at any time and from time to time upon not less than ten (10) days' prior notice from Port, shall execute and deliver to Port or to any party designated by Port a certificate in substantially the same form as that attached to this Lease as Exhibit C. If Tenant shall fail to provide such certificate within ten (10) days of receipt by Tenant of a written request by Port as herein provided, such failure shall, at Port's election, constitute a default under this Lease, and Tenant shall be deemed to have admitted the accuracy of any information supplied by Port to a prospective purchaser or mortgagee.
