Common use of Tenant Estoppel Certificates Clause in Contracts

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. Prior On or before one (1) day prior to the expiration of the ---------------------------- Inspection PeriodClosing, Seller Buyer shall use reasonable efforts to obtain a tenant have received estoppel certificate, certificates substantially in the form attached hereto to the Agreement as Exhibit "G"C (the “Tenant Estoppel”), ----------- duly executed by each tenant or tenants, as the case may be, representing 100% under each of the rentable square footage actually demised under Leases with respect to the status of such Lease, rent payments, tenant improvements, lease defaults and other matters relating to such Lease, and disclosing no defaults, disputes or other matters objectionable to Buyer in its sole and absolute discretion. Each such estoppel certificate shall, among other things, expressly identify (a) the “Purchaser” as “Plymouth Industrial REIT, Inc.” and (b) the “Lender” as "U.S. Bank, National Association, in its capacity as Collateral Agent for the benefit of the date hereof ("Estoppel Certificate Requirement"). If a different form of Tenant Estoppel Certificate is required Lenders pursuant to the terms and conditions a Collateral Agency Agreement, together with its successors and/or assigns 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 such capacity as to a clear, factual statement or certification by such tenant, by a their interests may appear"best of knowledge" or "actual knowledge" standard or similar provision. If Seller has not delivered 100% is unable to obtain and deliver sufficient tenant estoppel certificates as required under this Section 7 of this Reinstatement and First Amendment or if the Tenant Estoppel Certificates estoppel certificates received contain material information or omissions unacceptable to Buyer at least five (5) days prior to the expiration of the Inspection Period orthen Seller will not be in default by reason thereof, if and Buyer closes on or before February 26may, 1999, by February 25, 1999, Buyer may terminate this Agreement by written notice given to Seller prior on or before the Closing, either (a) elect to expiration terminate this Agreement and receive a refund of the Inspection Period, in which event Deposit or (b) waive the Xxxxxxx Money, together with all interest earned thereon, shall be forthwith refunded tenant estoppel requirements. If Buyer so elects to Buyer and, except as expressly set forth hereinterminate this Agreement and receives a refund of the Deposit, neither party shall have any further liability rights or obligation obligations hereunder except for the provisions of the Agreement that expressly survive termination. If no such termination notice is delivered by Buyer on or before Closing, then Buyer shall be deemed to have waived 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 effecttenant estoppel requirements.

Tenant Estoppel Certificates. Prior to the expiration of the ---------------------------- Inspection PeriodClosing, Seller shall use reasonable efforts endeavor to obtain and deliver to Purchaser a tenant fully completed estoppel certificate, substantially certificate with respect to each of the Leases in the form attached hereto as Exhibit "G"”I” (the “Tenant Estoppel Certificates”), ----------- duly executed by tenant or tenants, as the case may be, representing 100% Tenant thereunder; provided Purchaser acknowledges that Seller will not attempt to obtain the Tenant Estoppel Certificates until after the Inspection Period has expired and Purchaser is obligated to purchase the Property under the terms of the rentable square footage actually demised under Leases this Agreement. The Tenant Estoppel Certificates shall be executed as of the date hereof not more than fifteen ("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 (515) 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 hereunderClosing. In the absence of such written notice, the contingency provided for in this Section shall no longer be applicable, and Purchaser’s obligations under this Agreement shall continue be conditioned upon Purchaser receiving an executed Estoppel Certificates from each of the Tenants prior to Closing. If Seller is unable to obtain a Tenant Estoppel Certificate with respect to any Lease other than the Lease with Wachovia and Xxxxxx Xxxxxxx (for which Seller must deliver a Tenant Estoppel Certificate), Seller shall make a written representation and warranty to Purchaser at Closing with respect to the matters set forth in full force the form of such Tenant Estoppel Certificate (a “Seller’s Estoppel Certificate”), provided, however, Seller may, after the Closing, substitute Tenant Estoppel Certificates for Seller Estoppel Certificates previously furnished, and effectthereafter, Seller shall be relieved from any liability to Purchaser with respect to any Seller’s Estoppel Certificate substituted by a Tenant Estoppel Certificate delivered subsequent to Closing.

Tenant Estoppel Certificates. Prior At least one (1) business day prior to the expiration Closing Date, receipt of estoppel certificates (“Tenant Estoppel Certificates”) from each tenant at the Property listed on Exhibit R (each such tenant, a “Major Tenant”) and from at least seventy percent (70%) by square footage of the ---------------------------- Inspection Period, space occupied by tenants at the Property who are not Major Tenants. Seller shall use commercially reasonable efforts to obtain a tenant estoppel certificateall Tenant Estoppel Certificates. Prior to sending out to tenants any Tenant Estoppel Certificate, Seller shall provide to Buyer copies of such Tenant Estoppel Certificates. Buyer shall have two (2) business days to confirm that such Tenant Estoppel Certificate is in the form required by this Agreement. If Buyer shall fail to respond within such two (2) business day time frame, such Tenant Estoppel Certificate shall be deemed approved by Buyer. Except as otherwise provided herein, each Tenant Estoppel Certificate shall be dated not earlier than November 17, 2015 and shall be substantially in the form attached hereto to Exhibit Q-1 subject to the applicable tenant's reasonable changes and other market changes and qualifications, including, without limitation, changes to comply with the estoppel requirements in the Tenant Leases (it being acknowledged and agreed that if a Tenant Lease provides for an estoppel certificate containing certain specified items and such other items as Exhibit "G"a party may “reasonably require”, ----------- duly executed then the delivery by the tenant under such Tenant Lease without any items other than the specified items shall be deemed to be the delivery of an estoppel certificate in compliance with the terms of such Tenant Lease), or tenantsin the form, as if any, prescribed in the case applicable Tenant Lease or other operative document (or, if the tenant is a national tenant, the form may bealso be the standard form generally used by such tenant). In addition, representing 100% (i) those provisions of the rentable square footage actually demised under Leases as applicable Tenant Estoppel Certificates respecting defaults, defenses, disputes, claims, offsets, abatements, concessions and recaptures against rent and other charges may be limited to the knowledge of the date hereof applicable tenant and shall constitute a reasonable change for purposes of the foregoing sentence, ("Estoppel Certificate Requirement"). If ii) the failure of any guarantor to sign 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 deemed a reasonable change for said tenant(sthe purposes of the foregoing sentence. Seller’s sole obligation hereunder shall be to utilize commercially reasonable efforts to obtain Tenant Estoppel Certificates from each tenant (and, as used in this Agreement, commercially reasonable efforts shall not include any obligation to institute legal proceedings or to expend any monies). A Seller shall deliver to Buyer all Tenant Estoppel Certificates it receives promptly after receipt. If on or before two (2) business day prior to the Closing Date, such condition is not satisfied (or waived by Buyer), then this Agreement shall terminate (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement); provided, however, that Seller shall have the unilateral right (at its option) to extend the period for satisfying such condition (and, accordingly, the Closing Date) to a date not later than thirty (30) days following the original Closing Date in order to satisfy such condition and to minimize interest and other charges payable in connection with the prepayment at Closing of any financing encumbering Seller’s interest in the Property. Without limitation on the foregoing, if any Tenant Estoppel Certificate (i) discloses matters materially adverse to the Property (as reasonably determined by Buyer and described in written notice delivered to Seller, if at all, within two (2) business days from Buyer’s receipt of such Tenant Estoppel Certificate), (ii) omits material information required to be provided in a Tenant Estoppel Certificate; or (iii) discloses matters that constitute a material default by Seller under the applicable Tenant Lease, and, in each case, which are not cured or satisfied by Seller (at Seller’s sole discretion without obligation to do so) on or before the Closing Date (provided, however, that if Seller elects to cure or satisfy the same, the Closing Date shall be extended for a reasonable period of time, not to exceed fifteen (15) days, to allow for such cure or satisfaction), then as its sole remedy hereunder Buyer shall have the right to terminate this Agreement on or before the Closing Date (and, if Buyer so terminates this Agreement, then no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement, and in which case the Deposit (minus the Independent Consideration) shall be refunded to Buyer by Title Company). If Buyer fails to provide written notice to Seller as described in the immediately preceding sentence with respect to a Tenant Estoppel Certificate, Buyer shall be deemed to have waived the condition contained in this Section with respect to such Tenant Estoppel Certificate. Notwithstanding anything to the contrary herein, in the event Seller is unable to obtain a Tenant Estoppel Certificate from any particular tenant under any Tenant Lease or if any tenant makes an affirmative statement that such tenant will not be providing a Tenant Estoppel Certificate, Seller may (but shall not be deemed unsatisfactory merely because any obligated to): (1) if such tenant qualifies any statement or certification thereinis not a Major Tenant, except and for not more than fifteen percent (15%) of the leased square footage by tenants at the Property who are not Major Tenants, deliver to Buyer on the Closing Date a certificate (the “Seller Tenant Certificate”) in the applicable form attached as to a clearExhibit Q-2 executed by Seller, factual statement or certification by certifying that the information set forth in the Tenant Estoppel Certificate prepared for such tenant, by to “Seller’s knowledge” (as defined in Section 8B), is correct in all material respects, and in such event, Buyer shall be deemed to have received a "best Tenant Estoppel Certificate with respect to such tenant for purposes of knowledge" satisfying the condition under this Section 10B(3); or "actual knowledge" standard or similar provision. If (2) give written notice to Buyer stating that Seller has not delivered 100% obtained such Tenant Estoppel Certificate (together with a copy of the Tenant Estoppel Certificates to Buyer at least five (5) days prior to the expiration of the Inspection Period orcertificate, if Buyer closes on or before February 26any, 1999Seller has obtained from such Tenant), by February 25, 1999, in which event Buyer may terminate this Agreement by written notice given to Seller at any time prior to expiration the earlier to occur of the Inspection PeriodClosing Date or three (3) days after receipt of Seller’s notice and if Buyer fails to terminate within such period, in which event the Xxxxxxx Money, together with all interest earned thereon, Buyer shall be forthwith refunded deemed to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to waived the other hereunder. In the absence of such written notice, the contingency provided for condition contained in this Section with respect to such Tenant Estoppel Certificate. Any Seller Tenant Certificate shall no longer be applicablesubject to the limitations set forth in Sections 8, 9 and 11B of this Agreement Agreement. In addition, Seller shall continue in full force and effectbe released from any liability with respect to any Seller Tenant Certificate upon the delivery to Buyer of a Tenant Estoppel Certificate from the tenant for which Seller has delivered such Seller Tenant Certificate (but only to the extent such Tenant Estoppel Certificate is consistent with such Seller Tenant Certificate).

Tenant Estoppel Certificates. Prior The Owners shall request, and Cedar shall have received estoppel certificates certified to the expiration of Partnership and Cedar and dated not more than thirty (30) days prior to the ---------------------------- Inspection Period, Seller shall use reasonable efforts to obtain a tenant estoppel certificate, substantially in the form attached hereto as Exhibit Closing Date ("GTenant Estoppel Certificates", ----------- ) duly executed by tenant or tenants(i) each Major Tenant and (ii) such other Tenants so that Tenant Estoppel Certificates shall have been received from Tenants occupying, as in the case may beaggregate (including the space demised to Major Tenants), representing 100at least 80% of the rentable square footage actually demised under Leases as of the date hereof Property (the foregoing condition, the "Estoppel Certificate RequirementCondition"). If a different "Major Tenants" mean those Tenants set forth on EXHIBIT N annexed hereto. The Tenant Estoppel Certificates shall be substantially in the form of and upon substantially the terms set forth on EXHIBIT O annexed hereto. The Owners shall deliver the original executed Tenant Estoppel Certificate is required pursuant Certificates to Cedar as and when the same shall be delivered to the terms and conditions Owners, but in no event later than two (2) Business Days prior to the Closing Date. If any respective tenant leases, then that form of Tenant Estoppel Certificate shall be utilized herein for said tenant(s). A have been modified or qualified in any fashion that, individually or in connection with other Tenant Estoppel Certificate Certificates, reveals facts, conditions or circumstances which result or may result in a material adverse change in the financial condition of the Property, or are inconsistent in any material respect with the representations of the Owners set forth in Section 4.1 above, then Cedar may disapprove the same (such disapproved Tenant Estoppel Certificates, the "Unacceptable Certificates") by notice delivered to the Owners promptly following Cedar's receipt of such Unacceptable Certificate, and, for purposes of establishing whether the Estoppel Condition has been satisfied, any Unacceptable Certificates shall not be deemed unsatisfactory merely because any tenant qualifies any statement or certification therein, except as not 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 effectbeen received.

Tenant Estoppel Certificates. Prior to the expiration of the ---------------------------- Inspection Period, Seller shall use reasonable efforts to obtain forward a tenant estoppel certificatecertificate to each Tenant (other than a Tenant under a New Lease entered into in accordance with Section 5.1(b) hereof), substantially in the form attached hereto as Exhibit "G"“H” (each, ----------- duly executed by tenant or tenantsa “Tenant Estoppel Certificate” and collectively, as the case may be“Tenant Estoppel Certificates”), representing 100% of the rentable square footage actually demised under Leases as of the date hereof ("Estoppel Certificate Requirement"). If a different form of and request that each Tenant execute and deliver such Tenant Estoppel Certificate is required pursuant to Seller prior to the terms and conditions in any respective tenant leases, then that form of Estoppel Delivery Deadline. Each Tenant Estoppel Certificate shall be utilized herein for said tenant(s). A duly executed by the applicable Tenant thereof and each guarantor of the applicable Lease, if any, and shall be dated no earlier than the Effective Date, and, as to each Tenant Estoppel Certificate for a Major Tenant, shall be dated no earlier than thirty (30) days prior to the Closing Date. In the event Seller is unable to obtain such a Tenant Estoppel Certificate from any Tenant within such time period, then Seller shall not be deemed unsatisfactory merely because any tenant qualifies any statement or certification thereinin default under this Agreement and, except as provided below with respect to a clearthe Tenant Estoppel Certificates for Major Tenants, factual statement or certification by such tenant, by a "best of knowledge" or "actual knowledge" standard or similar provisionBuyer shall have no right to terminate this Agreement. If Seller has not timely delivered 100% of the Tenant Estoppel Certificates to for each Major Tenant before the Estoppel Delivery Deadline, then Seller shall not be in default under this Agreement, and in such a case, Buyer at least may elect, within five (5) days prior Business Days following the Estoppel Delivery Deadline, 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 and 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 Escrow pursuant to the other hereunder. In the absence provisions 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 effect8.5(a) hereof.

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 On or tenants, as the case may be, representing 100% of the rentable square footage actually demised under Leases as of before the date hereof ("Estoppel Certificate Requirement"). If a different form of Tenant Estoppel Certificate that 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 orDue Diligence Period, Seller shall deliver to Buyer Acceptable Estoppel Certificates executed by the tenants under the Leases dated no more than thirty (30) days prior to the expiration of the Due Diligence Period. Notwithstanding any provisions in this Agreement to the contrary, if Buyer closes fails to object in writing to an Acceptable Estoppel Certificate executed by any tenant within five (5) Business Days after the date the same has been delivered to Buyer, Buyer shall be deemed to have approved the same. Notwithstanding anything to the contrary, any failure by Seller to deliver to Buyer the Acceptable Estoppel Certificates shall not be a default under this Agreement. In the event that Seller fails to deliver the Acceptable Estoppel Certificates to Buyer on or before February 26, 1999, by February 25, 1999the date that is five (5) days prior to the expiration of the Due Diligence Period, Buyer may shall have the right to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice given to Seller prior to the expiration of the Inspection Due Diligence Period, in promptly after which event the Xxxxxxx Money, together with all interest earned thereon, Initial Deposit shall be forthwith refunded returned to Buyer and, except as expressly set forth hereinthereafter, neither party the parties shall have any no further liability rights or obligation obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) waive such requirement. If Buyer does not terminate this Agreement prior to the other hereunder. In expiration of the absence of such written noticeDue Diligence Period, the contingency provided for in Buyer will be deemed to have waived its right to terminate this Agreement pursuant to this Section shall no longer be applicable, and this Agreement shall continue in full force and effect4.4.

Tenant Estoppel Certificates. Prior to the expiration Receipt of the ---------------------------- Inspection Period, Seller shall use reasonable efforts to obtain a estoppel certificates ("Tenant Estoppel Certificates") from (i) each tenant estoppel certificate, substantially in the form occupying 3,000 or more rentable square feet identified on Exhibit "F" attached hereto as Exhibit and made a part hereof ("GRequired Tenants"), ----------- duly executed by tenant or tenants, as and (ii) a sufficient number of other tenants at the case may be, representing 100Property such that estoppel certificates shall have been received pursuant to clauses (i) and (ii) hereof with respect to not less than 80% of the total net rentable square footage actually demised under of the Property covered by Leases in effect as of the date hereof ("Estoppel Certificate Requirement")Closing Date, shall be a condition precedent to Buyer's obligations hereunder. 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 Each Tenant Estoppel Certificate shall be utilized herein for said tenant(ssubstantially in the form previously delivered to Buyer (or if Seller, after using commercially reasonable efforts to obtain certificates in such form, is unable to obtain the same, then in the form, if any, prescribed in the applicable Lease or other operative document). A Seller's sole obligation hereunder shall be to utilize commercially reasonable efforts to obtain such Tenant Estoppel Certificates from each tenant (not including any obligation to institute legal proceedings or to expend any monies therefor). If on or before the Closing Date such condition is not satisfied (or waived), then this Agreement shall terminate. Without limitation on the foregoing, if any Tenant Estoppel Certificate shall discloses material adverse matters which are not be deemed unsatisfactory merely because any tenant qualifies any statement cured or certification therein, except as to a clear, factual statement or certification satisfied 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 26the Closing Date, 1999, by February 25, 1999, then Buyer may shall have the right to terminate this Agreement by written notice given to Seller prior to expiration of on or before the Inspection Period, in which event the Xxxxxxx Money, together with all interest earned thereon, Closing Date. All such estoppel certificates shall be forthwith refunded addressed to Buyer and, except as expressly set forth herein, neither party or shall have any further liability or obligation permit reliance thereon by unidentified purchasers and lenders with respect 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 effectProperty.